AXIOM INC, 10-Q, 1998-05-15

AXIOM INC
10-Q, 1998-05-15
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

FORM 10-Q

(Mark One)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998.

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

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM TO .

0-22601
(Commission file number)

AXIOM INC.
(Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<CAPTION>
DELAWARE 51-0356153
<S> <C>
(State or Other Jurisdiction of Incorporation (IRS Employer Identification Number)
or Organization)
</TABLE>

351 NEW ALBANY ROAD,
MOORESTOWN, NJ 08057-1177

(Address of Principal Executive Offices) (Zip Code)

(609) 866-1000
(Registrant's Telephone Number, Including Area Code)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

6,466,900 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, WERE OUTSTANDING
ON MAY 14, 1998
<PAGE>
AXIOM INC. AND SUBSIDIARIES

INDEX

<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
Part I--Financial Information:

Item 1. Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets--March 31, 1998 (unaudited) and September 30, 1997........................ 3
Consolidated Statements of Operations--Three and Six Months Ended March 31, 1998 and 1997
(unaudited).......................................................................................... 4
Consolidated Statements of Cash Flows--Six Months Ended March 31, 1998 and 1997 (unaudited)........... 5
Notes to Consolidated Financial Statements (unaudited)................................................ 6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 13

Part II--Other Information:

Item 1. Legal Proceedings............................................................................... 18

Item 2. Changes in Securities........................................................................... 18

Item 3. Defaults Upon Senior Securities................................................................. 18

Item 4. Submission of Matters to a Vote of Security Holders............................................. 18

Item 5. Other Information............................................................................... 19

Item 6. Exhibits and Reports on Form 8-K................................................................ 19
</TABLE>

(a) Exhibits

(b) Reports on Form 8-K

2
<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

AXIOM INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1998 1997
------------- -------------
<S> <C> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents.......................................................... $ 6,172 $ 7,206
Accounts receivable................................................................ 10,643 14,241
Inventories........................................................................ 6,234 7,374
Deferred tax assets................................................................ 841 630
Income tax receivable.............................................................. 1,485 968
Other.............................................................................. 744 473
------------- -------------
Total current assets............................................................. 26,119 30,892
------------- -------------
PROPERTY AND EQUIPMENT:
Computer hardware and software..................................................... 3,883 3,229
Production and test equipment...................................................... 2,294 1,995
Furniture, fixtures and leasehold improvements..................................... 600 553
------------- -------------
6,777 5,777
Less--Accumulated depreciation and amortization.................................... (3,572) (2,785)
------------- -------------
Net property and equipment....................................................... 3,205 2,992
DEFERRED TAX ASSETS.................................................................. 3,968 2,704
OTHER ASSETS......................................................................... 502 267
INTANGIBLE ASSETS, net............................................................... 282 168
------------- -------------
$ 34,076 $ 37,023
------------- -------------
------------- -------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt.................................................. $ 160 $ 147
Obligations to parent and affiliates............................................... 25 183
Accounts payable................................................................... 1,779 3,057
Accrued compensation and related benefits.......................................... 1,028 1,066
Accrued agent commissions.......................................................... 496 638
Other accrued expenses............................................................. 1,568 613
Deferred tax liabilities........................................................... 29 33
Deferred revenues.................................................................. 2,818 1,413
------------- -------------
Total current liabilities........................................................ 7,903 7,150
------------- -------------

LONG-TERM LIABILITIES:
Deferred tax liabilities........................................................... 212 186
Long-term debt..................................................................... 40 --
------------- -------------
Total long-term liabilities...................................................... 252 186
------------- -------------
COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and
outstanding...................................................................... -- --
Common stock, $0.01 par value, 25,000,000 shares authorized, 6,466,900 shares
issued and outstanding........................................................... 65 65
Additional paid-in capital......................................................... 32,340 32,340
Accumulated deficit................................................................ (6,482) (2,718)
Cumulative translated adjustment................................................... (2) --
------------- -------------
Total stockholders' equity....................................................... 25,921 29,687
------------- -------------
$ 34,076 $ 37,023
------------- -------------
------------- -------------
</TABLE>

The accompanying notes are an integral part of these statements.

3
<PAGE>
AXIOM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
-------------------- --------------------
<S> <C> <C> <C> <C>
1998 1997 1998 1997
--------- --------- --------- ---------
REVENUES:
Equipment............................................... $ 4,034 $ 5,794 $ 8,782 $ 8,847
Services................................................ 2,262 1,475 4,442 3,203
--------- --------- --------- ---------
Total revenues........................................ 6,296 7,269 13,224 12,050
--------- --------- --------- ---------
COST OF REVENUES:
Equipment............................................... 2,466 2,679 4,810 5,054
Services................................................ 2,025 1,363 3,520 2,780
--------- --------- --------- ---------
Total cost of revenues................................ 4,491 4,042 8,330 7,834
--------- --------- --------- ---------
Gross profit.......................................... 1,805 3,227 4,894 4,216
--------- --------- --------- ---------
OPERATING EXPENSES:
Research, development and engineering................... 1,918 1,847 3,872 3,790
Selling, general and administrative..................... 4,120 2,019 6,934 4,230
Parent charges.......................................... -- 97 -- 193
--------- --------- --------- ---------
Total operating expenses.............................. 6,038 3,963 10,806 8,213
--------- --------- --------- ---------
Operating loss........................................ (4,233) (736) (5,912) (3,997)

INTEREST EXPENSE (INCOME), net (including related party
interest)............................................... (96) 129 (195) 279
OTHER INCOME.............................................. 14 27 14 54
--------- --------- --------- ---------
Loss before income taxes.............................. (4,123) (838) (5,703) (4,222)
INCOME TAX BENEFIT........................................ 1,323 318 1,939 1,760
--------- --------- --------- ---------
NET LOSS.................................................. $ (2,800) $ (520) $ (3,764) $ (2,462)
--------- --------- --------- ---------
--------- --------- --------- ---------

BASIC AND DILUTED NET LOSS PER COMMON SHARE............... $ (0.43) $ (0.15) $ (0.58) $ (0.71)
--------- --------- --------- ---------
--------- --------- --------- ---------

SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER
COMMON SHARE............................................ 6,467 3,477 6,467 3,477
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

The accompanying notes are an integral part of these statements.

4
<PAGE>
AXIOM INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED MARCH 31,
--------------------
<S> <C> <C>
1998 1997
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..................................................................................... $ (3,764) $ (2,462)
Adjustments to reconcile net loss to net cash provided by operating activities--
Depreciation and amortization.............................................................. 673 1,107
Provision for doubtful accounts............................................................ 755 --
Changes in assets and liabilities, net--
Decrease (increase) in--
Accounts receivable.................................................................... 2,923 7,582
Inventories............................................................................ 1,140 (1,505)
Other current assets................................................................... (271) (224)
Other assets........................................................................... (90) 40
Deferred taxes......................................................................... (1,453) 128
Income tax receivable.................................................................. (517) (3,940)
Increase (decrease) in--
Accounts payable....................................................................... (1,321) (62)
Accrued compensation and related benefits.............................................. (38) (231)
Accrued agent commissions.............................................................. (142) (379)
Other accrued expenses................................................................. 902 (556)
Deferred revenues...................................................................... 1,340 1,182
--------- ---------
Net cash provided by operating activities............................................ 137 680
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.......................................................... (847) (769)
Cash paid for acquisition, net............................................................... (91) --
--------- ---------
Net cash used in investing activities................................................ (938) (769)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt................................................................... (73) (147)
Advances on obligations to parent and affiliates............................................. 391 2,056
Repayment on obligations to parent and affiliates............................................ (549) (3,867)
--------- ---------
Net cash used in financing activities................................................ (231) (1,958)
--------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH...................................................... (2) --
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS.................................................... (1,034) (2,047)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD............................................... 7,206 3,326
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD..................................................... $ 6,172 $ 1,279
--------- ---------
--------- ---------
</TABLE>

The accompanying notes are an integral part of these statements.

5
<PAGE>
AXIOM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BACKGROUND:

THE COMPANY

Axiom Inc. (the "Company"), a Delaware corporation, changed its name from
Securicor Communications Inc. in May 1997. Through May 23, 1997, the Company's
business was conducted through its wholly-owned subsidiary, Securicor
Telesciences Inc. ("STI"). On that date, STI merged into the Company. The
Company is a majority-owned subsidiary of Securicor Communications Limited
("SCL"), an entity organized under the laws of the United Kingdom and a
wholly-owned subsidiary of Securicor plc ("Securicor"), a company organized
under the laws of the United Kingdom. As the merger represented a transaction
between entities under common control, the net assets of STI were transferred at
net book value. Prior to the completion of the Company's initial public
offering, Securicor provided the financing requirements for the Company through
advances (See Note 6).

INITIAL PUBLIC OFFERING

On July 8, 1997, the Company completed its initial public offering of
2,600,000 shares of Common Stock at a price of $12.00 per share. The Company
received net cash proceeds of approximately $28,053,000 from the public
offering. In addition, on August 6, 1997, the underwriters exercised their over-
allotment option of 390,000 shares of Common Stock at a price of $12.00 per
share. The Company received net cash proceeds of $4,352,400. Collectively, both
transactions are herein referred to as the "Offering."

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

INTERIM FINANCIAL INFORMATION AND SUMMARY FINANCIAL INFORMATION

The financial statements as of March 31, 1998 and for the three and six
months ended March 31, 1998 and 1997 are unaudited and, in the opinion of
management, include all adjustments (consisting only of normal recurring
adjustments) necessary for the fair presentation of results for these interim
periods. The results for the three and six months ended March 31, 1998 are not
necessarily indicative of the results to be expected for the entire year. While
the Company believes that the disclosures presented are adequate to make the
information not misleading, these Consolidated Financial Statements should be
read in conjunction with the Consolidated Financial Statements and the notes
included in the Company's Form 10-K for the fiscal year ended September 30,
1997.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.

CASH AND CASH EQUIVALENTS

For the purposes of the Statements of Cash Flows, the Company considers all
highly liquid investment instruments purchased with an original maturity of
three months or less to be cash equivalents. Cash and cash equivalents are
comprised of investments in various money market funds.

6
<PAGE>
AXIOM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
INVENTORIES

Inventories are valued at the lower of cost, determined on the first-in,
first-out method or market.

AGENT COMMISSIONS

In certain contracts, particularly large international contracts, the
Company may utilize an agent, who will work directly with the customer. The
Company is typically charged a commission based on the total revenues of the
contract. These charges are recorded when the revenues are recognized and
included in cost of revenues. Any earned but unpaid commissions are recorded in
accrued agent commissions.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration
of credit risk are accounts receivable. The Company's customer base principally
comprises the Regional Bell Operating Companies ("RBOCs"), as well as
international telephone companies (See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Liquidity and Capital
Resources"). The Company typically does not require collateral from its
customers. In addition, the Company has begun to sell its products to system
integrators and resellers.

REVENUE RECOGNITION

Revenues are generally recognized upon shipment of the equipment. In "bill
and hold" transactions, the Company recognizes revenues when the following
conditions are met: the equipment is complete, ready for shipment and segregated
from other inventory; the Company has no further significant performance
obligations in connection with the completion of the transaction; the commitment
and delivery schedule is fixed; the customer requested the transaction be
completed on this basis; and the risks of ownership have passed to the customer.
Revenues from installation and engineering activities are recognized as services
are provided.

Depending on contract terms and conditions, software license fees are
recognized upon delivery of the product if no significant vendor obligations
remain and collection of the resulting receivable is deemed probable. The
Company had $353,000 and $0 of separate software license fee revenues for the
six months ended March 31, 1998 and 1997, respectively, and these amounts are
included in equipment revenues. If significant vendor obligations exist at
delivery and/or the product is subject to customer acceptance, revenue is
deferred until no significant obligations remain and/or acceptance has occurred.
If the payment of the license fee is coincident to services which are deemed to
be essential to the transaction, the license fee is deferred and recognized
using contract accounting over the period during which the services are
performed. The Company's software licensing agreements provide for customer
support (typically 90 days). The portion of the license fee associated with
customer support is unbundled from the license fee and is recognized ratably
over the warranty period as services revenue.

The Company offers support agreements to its customers. Revenues from
customer support are recognized as services are provided. Services are generally
provided ratably over the term of the customer support agreement and are
included in services revenue in the accompanying statements of operations.

7
<PAGE>
AXIOM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES

Research, development and engineering expenses are charged to expense as
incurred. Engineering expenses consist of costs related to the development of
new products, enhancements to existing products and the integration of existing
products into application specific systems.

PARENT CHARGES

Prior to the Offering, parent charges were allocated to the Company from
Securicor and consisted of charges for certain support and services. These
charges were based on Securicor's estimate of its total relevant costs for the
applicable fiscal year, allocated pro rata based on estimated revenues of each
applicable business unit. Management believed the method of allocation was
reasonable.

The Company has not incurred nor will incur any parent charges subsequent to
the Offering. The Company and Securicor have entered into an agreement for
international marketing services (See Note 7).

INCOME TAXES

The Company accounts for income taxes under Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No.
109 requires the liability method of accounting for deferred income taxes.
Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities.
Deferred tax assets or liabilities at the end of each period are determined
using the enacted tax rates.

NET LOSS PER COMMON SHARE

In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings per Share," which superseded Accounting Principles Board Opinion
No. 15, "Earnings per Share." SFAS No. 128 requires dual presentation of basic
and diluted earnings per share for complex capital structures on the face of the
statements of operations. According to SFAS No. 128, basic earnings per share,
which replaced primary earnings per share, is calculated by dividing net income
available to Common shareholders by the weighted average number of Common shares
outstanding for the period. Diluted earnings per share, which replaced fully
diluted earnings per share, reflects the potential dilution from the exercise or
conversion of securities into Common stock, such as stock options.

The Company was required to and did adopt SFAS No. 128 during the period
ended December 31, 1997, as earlier application was not permitted. As required
by SFAS No. 128, all prior-period loss per Common share data has been restated
to conform with the provisions of this statement.

8
<PAGE>
AXIOM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
The following is a reconciliation of the numerators and denominators of the
basic and diluted loss per Common share computations:
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED MARCH 31
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1998 1997
----------------------------------------- ----------------------------------------

<CAPTION>
LOSS SHARES PER SHARE LOSS SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
------------- ------------- ----------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
BASIC LOSS PER COMMON SHARE............
NET LOSS........................... $ (2,800,000) 6,466,900 $ (0.43) $ (520,000) 3,476,900 $ (0.15)
----------- -----------
----------- -----------
Effect of dilutive securities..........
Stock Options...................... -- -- -- --
------------- ------------- ------------ -------------
DILUTED LOSS PER COMMON SHARE..........
NET LOSS AND ASSUMED CONVERSIONS... $ (2,800,000) 6,466,900 $ (0.43) $ (520,000) 3,476,900 $ (0.15)
------------- ------------- ----------- ------------ ------------- -----------
------------- ------------- ----------- ------------ ------------- -----------
</TABLE>

Diluted loss per Common share is the same as basic loss per common share as
no additional shares for the potential dilution from the exercise or conversion
of securities into Common stock are included in the denominator as the result is
anti-dilutive due to the Company's losses. Options to purchase 386,176 shares of
Common stock at $5.50 per share were outstanding during the six months ended
March 31, 1998, but were not included in the computation of diluted loss per
Common share.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

For the six months ended March 31, 1998 and 1997, the Company paid interest
of $13,000 and $353,000, respectively. For the six months ended March 31, 1998
and 1997, the Company paid income taxes, net of refunds, of $31,000 and
$2,049,000, respectively.

In January 1998, the Company incurred a capital lease obligation of
$126,000.

SUPPLEMENTAL INFORMATION REGARDING NON-CASH INVESTING AND FINANCING ACTIVITIES

On February 17, 1998, the Company acquired Greendown Software Limited
("GSL") in a business combination accounted for as a purchase. GSL is primarily
engaged in the development of fraud management software. The results of the
operations of GSL are included in the accompanying financial statements since
the date of acquisition. The total purchase price of $191,000 was allocated to
the assets acquired and liabilities assumed based on their respective fair
values. The excess of the purchase price over the fair value of the net assets
acquired (goodwill) was $145,000 and is being amortized on a straight-line basis
over 2 years.

9
<PAGE>
AXIOM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
The following table presents the non-cash assets and liabilities that were
consolidated as a result of the acquisition of Greendown Software Limited:

<TABLE>
<CAPTION>
1998
-----------
<S> <C>
Non-cash assets (liabilities):
Accounts receivable.............................................................................. $ 80,000
Property and equipment........................................................................... 27,000
Goodwill......................................................................................... 145,000
Accounts payable................................................................................. (43,000)
Other accrued expenses........................................................................... (53,000)
Deferred revenues................................................................................ (65,000)
-----------
Cash paid, net................................................................................... $ 91,000
-----------
-----------
</TABLE>

MANAGEMENT'S USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

3. ACCOUNTS RECEIVABLE:

<TABLE>
<CAPTION>
MARCH 31, 1998 SEPTEMBER 30, 1997
-------------- ------------------
<S> <C> <C>
Billed.................................................... $ 9,786,000 $ 12,265,000
Unbilled.................................................. 1,534,000 2,076,000
-------------- ------------------
11,320,000 14,341,000
Less--allowance for doubtful accounts..................... (677,000) (100,000)
-------------- ------------------
$ 10,643,000 $ 14,241,000
-------------- ------------------
-------------- ------------------
</TABLE>

Unbilled accounts receivable includes costs and estimated earnings on
contracts in progress which have been recognized as revenues but not yet billed
to customers under the provisions of specified contracts. Substantially all
unbilled accounts receivables are expected to be billed and collected within one
year.

10
<PAGE>
AXIOM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

4. INVENTORIES:

<TABLE>
<CAPTION>
MARCH 31, 1998 SEPTEMBER 30, 1997
-------------- ------------------
<S> <C> <C>
Raw materials............................................. $ 3,615,000 $ 4,718,000
Work-in-process........................................... 655,000 538,000
Finished goods............................................ 1,964,000 2,118,000
-------------- ------------------
$ 6,234,000 $ 7,374,000
-------------- ------------------
-------------- ------------------
</TABLE>

5. LINE OF CREDIT:

The Company had a $2,500,000 line of credit with a local bank with interest
at the bank's prime rate which expired on March 31, 1998. As of March 31, 1998,
no funds had been advanced against this line of credit. Currently, this line is
being renegotiated.

6. OBLIGATIONS TO PARENT AND AFFILIATES:

Information relative to the Company's obligations to parent and affiliates
is as follows:

<TABLE>
<CAPTION>
MARCH 31, 1998 SEPTEMBER 30, 1997
-------------- ------------------
<S> <C> <C>
Obligations to parent......................................................... $ 16,000 $ 289,000
------- --------
Obligations to affiliates:
Receivables from affiliates............................................... (9,000) (119,000)
Payables to affiliates.................................................... 18,000 13,000
------- --------
Total obligations to affiliates, net.................................. 9,000 (106,000)
------- --------
Total obligations to parent and affiliates.................................... $ 25,000 $ 183,000
------- --------
------- --------
</TABLE>

Prior to the completion of the Offering, the Company was funded through
advances from its parent (Securicor). Certain advances were interest bearing and
were loaned to the Company at U.K. base rate plus 1%. There were no interest
bearing advances for the six months ended March 31, 1998. For the six months
ended March 31, 1997, the interest rate charged on these obligations ranged from
6.75% to 7.0%. Interest expense for the six months ended March 31, 1998 and
1997, was $0 and $322,000, respectively. As these obligations to parent and
affiliates are due on demand, this net amount is included in current
liabilities.

7. RELATED PARTY TRANSACTIONS:

In May 1997, the Company and Securicor entered into an agreement pursuant to
which Securicor provides international sales and marketing services to the
Company. For the six months ended March 31, 1998, total charges from Securicor
for these services were $45,000. In addition, the Company pays each of its
directors an annual directors fee of $20,000 each. For the six months ended
March 31, 1998, the Company expensed $10,000 related to such fees. The directors
fees paid to an employee of Securicor are remitted to Securicor.

In July 1997, the Company made a loan to an officer of the Company in the
amount of $20,000 which was to be repaid in January 1998 with accrued interest
at a rate of 7% per annum. Currently, an extension

11
<PAGE>
AXIOM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. RELATED PARTY TRANSACTIONS: (CONTINUED)
of this loan is being renegotiated under the same terms and conditions. Also, in
July 1997, the Company advanced $20,400 to a member of the Company's Board of
Directors which is repayable in monthly principal installments of $1,666. At
March 31, 1998 and September 30, 1997, $5,406 and $15,402 remained outstanding
on this loan, respectively. Both of these receivables are included in other
current assets.

The Company obtains its Directors and Officers insurance through Securicor.
Total Director and Officer insurance expense for the six months ended March 31,
1998 was $29,000.

During the six months ended March 31, 1997, the Company's results included
the business activities related to an Integrated Services Digital Network
("ISDN") product. The Company's business activities related to the ISDN product
were performed through its wholly-owned subsidiary, Securicor 3Net, Inc. During
the six months ended March 31, 1997, the Company sold certain products related
to this technology and recognized certain costs and realized all of the revenue
related to such activities. For the six months ended March 31, 1997, the Company
recognized revenues of $1,129,000 and cost of revenues of $732,000 relating to
such activities. Cost of revenues includes $341,000 of amortization of acquired
development costs related to the development of the ISDN product. These amounts
are included in revenues and cost of revenues. In May 1997, the Company
transferred all of its stock in Securicor 3Net, Inc. to an affiliate of
Securicor at net book value due to the related party nature of the transaction.

From time to time, the Company and Securicor process miscellaneous
transactions on behalf of each other which are payable the month following the
month incurred. These transactions have been immaterial to date.

8. COMMITMENTS AND CONTINGENCIES:

The Company is obligated to make certain payments, as defined, to certain
key Company employees if these employees are terminated. In addition, certain
key employees have performance incentives in the form of cash and equity (in the
parent or an affiliate) related compensation. The Company does not expect to
make these payments other than in the normal course of business.

The Company is party to various claims arising in the ordinary course of
business. Although the ultimate outcome of these matters is presently not
determinable, management believes that the resolution of these matters will not
have a material adverse effect on the Company's financial position or results of
operations.

The Company received a letter dated June 19, 1997 from Acxiom Corporation
("Acxiom") requesting that the Company cease using the name "Axiom". Acxiom
filed suit against the Company in the United States District Court for the
District of Delaware on August 1, 1997 alleging trademark infringement and
dilution under the Lanham Act, as well as related state law causes of action.
Acxiom seeks a judgment against the Company enjoining any future use of the
Axiom name and Axiom tradenames, future acts of unfair competition in the United
States, and destruction of all advertising and promotional material and awarding
treble damages in an unspecified amount because of the alleged willfulness of
the Company's infringement. The Company has vigorously defended against these
claims and believes that the claim is without merit because of the lack of
correspondence between the products, services and customers of the two
companies. There is no assurance, however, that these claims will be resolved on
terms favorable to the Company. In February 1998, these claims were tried in a
bench trial. The court has not yet issued a ruling.

12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

The Company develops, markets and supports integrated hardware and software
systems that are able to collect and process an increasing volume of transaction
information from a wide variety of wireline switches and transmit the
information to the customer's information management networks. The Company is
developing systems that process transaction information from wireless,
Asynchronous Transfer Mode (ATM) and other specialized telecommunications
switches. The Company's customers use this information to bill their
subscribers, to implement customized marketing programs and to perform other
data management functions. The Company also provides traffic management
solutions to telecommunications companies. The Company recently introduced its
first applications software product, a fraud detection and management system.
The Company provides installation, ongoing maintenance, support and training, as
well as customized engineering services, related to the Company's systems.

A significant portion of the Company's revenues has been, and is expected to
continue to be, derived from substantial orders placed by large organizations,
and in particular three RBOCs. Aggregate revenues from U S West, Inc.,
Southwestern Bell Telephone Company and Ameritech Corporation accounted for
60.0% and 55.6% of the Company's total revenues for the six months ended March
31, 1998 and 1997, respectively. The Company is currently evaluating the impact
of the recent RBOC consolidation activity.

Domestic revenues are typically generated under cancelable general purchase
agreements which provide for the continuing supply of products and services over
future years. Pricing is based upon the volume of products ordered.
Internationally, the Company typically enters into long-term contracts for the
delivery of turn-key systems which include products and services. The Company's
revenues are difficult to forecast because the purchase of its systems generally
involves a significant commitment of capital and management time, which
generally results in lengthy sales cycles.

Quarterly revenues are subject to substantial fluctuations primarily
resulting from the Company's concentration of customers and the timing of orders
received. The timing of orders is dependent, to a large extent, on the timing of
the Company's customers' annual budget process. Historically, the Company's
first and second fiscal quarters have generated a lower level of revenues
compared to the Company's third and fourth fiscal quarters, by which time the
Company's customers have typically approved their budgets. Historically, product
and service backlog has been a relatively small amount and most orders are
fulfilled within three months. Because of its close links to, and ongoing
communications with, its customers, the Company generally is able to plan for
product demand and, when the order is received, ship its products within a
relatively short time period thereafter.

Cost of revenues includes the direct cost of hardware and software modules,
other manufacturing costs related to the assembly and testing of products,
customer service costs, agent commissions where applicable, and other variable
costs such as freight, scrap and installation materials. The Company has a
relatively high fixed cost base which is included in cost of revenues. As a
result, any significant decline in revenues would likely have a significant
adverse effect on margins.

Research, development and engineering expenses consist of payroll and
related expenses and other costs associated with the design and development of
the Company's products. These costs are charged to expense as incurred.

Selling, general and administrative expenses consist of costs to support the
Company's sales, marketing and administrative functions. Included within these
costs are payroll and related expenses, supplies, travel, outside services, as
well as the cost of the Company's participation in trade shows, industry
conferences and related travel and promotional costs.

13
<PAGE>
The Company is currently in the process of evaluating its information
technology infrastructure for Year 2000 compliance. The Company does not expect
that the cost to modify such infrastructure to Year 2000 compliance will be
material to its financial condition or results of operations. The Company does
not anticipate any material disruption in its operations as a result of any
failure by the Company to be in compliance. The Company does not currently have
any information concerning the Year 2000 compliance status of its suppliers and
customers. In the event that any of the Company's significant suppliers or
customers does not successfully and timely achieve Year 2000 compliance, the
Company's business or operations could be adversely affected.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

From time to time, the Company may publish statements that are not
historical facts but are forward-looking statements relating to such matters as
anticipated financial performance, business prospects, technological
developments, new products, research and development activities and similar
matters. The Private Litigation Reform Act of 1995 provided a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements. The
risks and uncertainties that may affect the operations, performance, development
and results of the Company's business include, but are not limited to the
following important factors: (i) reliance on a limited number of significant
customers and dependence on Sterling Series products; (ii) difficulty in
predicting quarterly revenues because of long sales cycles and customer
budgetary constraints; (iii) competition in the market for billing data
collection and traffic management systems; (iv) rapid and unexpected changes in
the telecommunications markets and technologies; (v) the success of the
Company's sales and marketing strategies; (vi) the ability of the Company to
manage its growth; (vii) the ability of the Company to motivate, and retain the
services of, its key management and technical personnel and continue to hire
additional qualified personnel to meet the Company's evolving staffing needs;
and (viii) risks related to sales to international customers, including, but not
limited to, currency fluctuations, instability in financial markets and
unanticipated shifts in economic policies of foreign governments.

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 1998 COMPARED TO QUARTER ENDED MARCH 31, 1997

REVENUES

Revenues decreased 13.4% to $6.3 million for the quarter ended March 31,
1998 from $7.3 million for the quarter ended March 31, 1997. Equipment revenues
were $4.0 million for the quarter ended March 31, 1998, a decrease of 30.4% from
the $5.8 million of equipment revenues for the quarter ended March 31, 1997. A
significant portion of the decrease in revenues resulted from a delay in orders,
primarily related to the Company's international business. Services revenues
increased 53.4% to $2.3 million for the quarter ended March 31, 1998 from $1.5
million for the quarter ended March 31, 1997 due to certain engineering services
provided to one of the RBOCs.

GROSS PROFIT

Gross profit decreased to 28.7% of revenues for the quarter ended March 31,
1998 from 44.4% for the quarter ended March 31, 1997. Gross profit related to
equipment revenues decreased to 38.9% for the quarter ended March 31, 1998 from
53.8% for the quarter ended March 31, 1997. This decrease resulted primarily
from the delay in orders and the introduction of the Company's low end data
server, which is sold at lower margins. The Company has a relatively high fixed
cost base which is included in cost of revenues. As a result, fluctuations in
revenues have a significant effect on margins. Gross profit from services
revenues was 10.5% for the quarter ended March 31, 1998, an increase from gross
profit of 7.6% for the

14
<PAGE>
quarter ended March 31, 1997. This increase is due primarily to an engineering
services project for one of the RBOCs and was partially offset due to lower
margins on installation services and a higher fixed cost base which is included
in cost of revenues.

RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering expenses increased 3.8% to $1.9
million for the quarter ended March 31, 1998 from $1.8 million for the quarter
ended March 31, 1997. The increase resulted primarily from the addition of
engineering staff and subcontractors to support the Company's increased focus on
product development. As a percentage of revenues, research, development and
engineering expenses increased during the quarter ended March 31, 1998 to 30.5%
from 25.4% for the quarter ended March 31, 1997 due to decreased revenues.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses were $4.1 million for the
quarter ended March 31, 1998, an increase of 104.1% compared to $2.0 million for
the same period in 1997. As a percentage of revenues, selling, general and
administrative expenses increased during the quarter ended March 31, 1998 to
65.4% from 27.8% for the same period in 1997. The increase is attributable to
the addition of staff in the marketing and sales departments of the Company as a
result of the Company's increased focus on developing new markets and expanding
existing markets for the Company's products. In addition, the increase is
attributable to additional legal cost incurred related to the law suit filed by
Acxiom Corporation, general and administrative costs associated with being a
public company and an increase to the allowance for bad debts of approximately
$700,000 as a result of the continued uncertainty in the Company's Asian
markets. In future periods, increases to the allowance for bad debts may occur
as a result of this uncertainty in Asia (see "Liquidity and Capital Resources").

PARENT CHARGES

Prior to the Offering, Securicor charged the Company an allocated portion of
group and divisional overhead costs (the "Parent Charges"). The Parent Charges
for the quarter ended March 31, 1997 were $97,000. The Company did not incur any
Parent Charges after the Offering and is not expected to incur any significant
expenses in lieu of these Parent Charges. The Company entered into an agreement
effective May 1997 whereby Securicor is providing international marketing
services to the Company. For the quarter ended March 31, 1998, total charges
from Securicor for these services were $25,000. In addition, the Company pays
one of its directors who is an employee of Securicor annual directors fees of
$20,000, which are remitted directly to Securicor. For the quarter ended March
31, 1998, the Company expensed $5,000 related to such fees. See Note 7 of Notes
to Consolidated Financial Statements.

INTEREST EXPENSE (INCOME)

Net interest income was $96,000 for the quarter ended March 31, 1998.
Interest expense was $129,000 for the quarter ended March 31, 1997. Upon the
consummation of the Offering, a significant portion of the borrowings from
Securicor was repaid. As a result, the Company's interest expense has decreased.
Additionally, the Company has invested a portion of the proceeds of the Offering
which has resulted in interest income.

INCOME TAXES

The Company's effective tax rate was 32.1% and 37.9% for the quarters ended
March 31, 1998 and 1997, respectively. Income taxes are recorded based upon the
expected annual effective income tax rate.

15
<PAGE>
SIX MONTHS ENDED MARCH 31, 1998 COMPARED TO MARCH 31, 1997

REVENUES

Revenues increased 9.7% to $13.2 million for the six months ended March 31,
1998 from $12.1 million for the six months ended March 31, 1997. Equipment
revenues were $8.8 million for the six months ended March 31, 1998 and 1997.
Equipment revenues increased as a result of increases related to the Company's
international business and larger shipments to existing RBOC customers. These
increases were offset by $1.1 million of equipment revenues generated by the
Company in the six months ended March 31, 1997 which related to sales of an
affiliate's product which did not recur. See Note 7 of Notes to Consolidated
Financial Statements. Services revenues increased 38.7% to $4.4 million for the
six months ended March 31, 1998 from $3.2 million for the six months ended March
31, 1997. This increase is mainly due to engineering services provided to one of
the RBOCs and increased hardware and software maintenance contracts incurred
during the six months ended March 31, 1998.

GROSS PROFIT

Gross profit increased to 37.0% of revenues for the six months ended March
31, 1998 from 35.0% for the six months ended March 31, 1997. Gross profit
related to equipment revenues increased to 45.2% for the six months ended March
31, 1998 from 42.9% for the six months ended March 31, 1997. The Company has a
relatively high fixed cost base which is included in cost of revenues. As a
result, fluctuations in revenues have a significant effect on margins. Gross
profit from services revenues increased to 20.8% for the six months ended March
31, 1998 from 13.2% for the six months ended March 31, 1997. This increase is
attributable to engineering services provided to one of the RBOCs and the
benefit of spreading higher revenues over the Company's fixed cost base.

RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering expenses were $3.9 million for the six
months ended March 31, 1998, an increase of 2.2% compared to $3.8 million for
the same period in 1997. As a percentage of revenues, research, development and
engineering expenses decreased during the six months ended March 31, 1998 to
29.3% from 31.5% for the six months ended March 31, 1997 due to increased
revenues. Research, development and engineering expenditures have remained
relatively consistent between periods as the Company continues the development
and enhancement of its products.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses were $6.9 million for the six
months ended March 31, 1998, an increase of 63.9% compared to $4.2 million for
the same period in 1997. As a percentage of revenues, selling, general and
administrative expenses increased during the six months ended March 31, 1998 to
52.4% from 35.1% for the same period in 1997. The increase is attributable to
the addition of staff in the marketing and sales departments of the Company as a
result of the Company's increased focus on developing new markets and expanding
existing markets for the Company's products. In addition, the increase is
attributable to additional legal cost incurred related to the law suit filed by
Acxiom Corporation, general and administrative costs associated with being a
public company and an increase to the allowance for bad debts of approximately
$700,000 as a result of the continued uncertainty in the Company's Asian
markets. In future periods, increases to the allowance for bad debts may occur
as a result of this uncertainty in Asia (See "Liquidity and Capital Resources").

PARENT CHARGES

Prior to the Offering, Securicor charged the Company an allocated portion of
group and divisional overhead costs (the "Parent Charges"). The Parent Charges
for the six months ended March 31, 1997 were $193,000. The Company did not incur
any Parent Charges after the Offering and is not expected to incur

16
<PAGE>
any such charges in the future. The Company entered into an agreement effective
May 1997 whereby Securicor is providing international marketing services to the
Company. For the six months ended March 31, 1998, total charges from Securicor
for these services were $45,000. In addition, the Company pays one of its
directors who is an employee of Securicor annual directors fees of $20,000,
which are remitted directly to Securicor. For the six months ended March 31,
1998, the Company expensed $10,000 related to such fees. See Note 7 of Notes to
Consolidated Financial Statement.

INTEREST EXPENSE (INCOME)

Net interest income was $195,000 for the six months ended March 31, 1998.
Net interest expense was $279,000 for the six months ended March 31, 1997. Upon
the consummation of the Offering, a significant portion of the borrowings from
Securicor was repaid. As a result, the Company's interest expense has decreased.
Additionally, the Company has invested a portion of the proceeds of the Offering
which has resulted in interest income.

INCOME TAXES

The Company's effective tax rate was 34.0% and 41.7% for the six months
ended March 31, 1998 and 1997, respectively. Income taxes are recorded based
upon the expected annual effective income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Prior to the Offering, the Company had financed its operations primarily
with cash generated from operations and borrowings from Securicor. In July 1997,
the Company realized net proceeds from the Offering of approximately $32.4
million (after deducting underwriters discounts and commissions and other
offering expenses). In July 1997, the Company repaid $22.9 million in Company
borrowings from Securicor. As of March 31, 1998, the Company had $6.2 million of
cash and cash equivalents, $10.6 million in net trade accounts receivable, and
$18.2 million of working capital. Included in accounts receivable as of March
31, 1998 are approximately $3.0 million of receivables from a customer located
in Indonesia, which are subject to uncertainties that presently exist in that
market. (See "Results of Operations").

Net cash provided by operating activities was $137,000 and $680,000 for the
six months ended March 31, 1998 and 1997, respectively. For the six months ended
March 31, 1998, amortization and depreciation of $673,000, a decrease in
accounts receivable of $3.7 million, a decrease in inventories of $1.1 million,
an increase in deferred revenues of $1.3 million and an increase in other
accrued expenses of $902,000 were offset by the net loss of $3.8 million, an
increase in other current assets of $271,000, a decrease in accounts payable,
accrued compensation and related benefits, and accrued agents' commissions of
$1.5 million and an increase in income tax receivable of $517,000. In the six
months ended March 31, 1997, amortization and depreciation of $1.1 million and a
decrease in accounts receivable of $7.6 million, a decrease in other assets of
$40,000 and an increase in deferred revenue of $1.2 million were offset by an
increase in inventory of $1.5 million, an increase in other current assets of
$224,000, a decrease in accounts payable, accrued compensation and related
benefits, accrued agent commissions and other accrued expenses of $1.2 million,
an increase in income tax receivable of $3.9 million and the net loss of $2.5
million.

Net cash used in investing activities relating to purchases of property and
equipment was $847,000 and $769,000 for the six months ended March 31, 1998 and
1997, respectively. During the quarter ended March 31, 1998, the Company
acquired Greendown Software Limited for a net cash outlay of $91,000.

Net cash used in financing activities was $231,000 and $2.0 million for the
six months ended March 31, 1998 and 1997, respectively. During the six months
ended March 31, 1997, cash used in financing activities resulted primarily from
the net repayments of obligations to Securicor of $1.8 million.

17
<PAGE>
The Company had a $2.5 million credit facility with a bank which expired
March 31, 1998. This line is currently being renegotiated. In December 1997, the
Company obtained a $1.5 million leasing facility to finance its purchases of
capital equipment. At May 14, 1998, approximately $1.4 million was available
under this facility.

The Company believes that its existing cash balances, cash generated from
operations and the net proceeds from the Offering will be sufficient to meet the
Company's cash requirements during the next twelve months. However, depending
upon its rate of growth and profitability, the Company may require additional
equity or debt financing to meet its working capital requirements or capital
expenditure needs. There can be no assurance that additional financing, if
needed, will be available when required or on terms satisfactory to the Company.

INFLATION AND FOREIGN EXCHANGE

To date, inflation and foreign currency fluctuations have not had a material
impact on the Company's financial condition and results of operations. All sales
arrangements with third-party international customers are denominated in US
dollars.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company received a letter dated June 19, 1997 from Acxiom Corporation
("Acxiom") requesting that the Company cease using the name "Axiom." Acxiom
filed suit against the Company in the United States District Court for the
District of Delaware on August 1, 1997 alleging trademark infringement and
dilution under the Lanham Act, as well as related state law causes of action.
Acxiom seeks a judgment against the Company enjoining any future use of the
Axiom name and Axiom tradenames, future acts of unfair competition in the United
States, destruction of all advertising and promotional material, and awarding
treble damages in an unspecified amount because of the alleged willfulness of
the Company's infringement. The Company has vigorously defended against these
claims and believes that the claim is without merit because of the lack of
correspondence between the products, services and customers of the two
companies. There is no assurance, however, that these claims will be resolved on
terms favorable to the Company. In February 1998, these claims were tried in a
bench trial. The court has not yet issued a ruling.

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 4, 1998, the Company held its Annual Meeting of Stockholders at
which the holders of the Company's Common Stock voted in an election of all five
members of the Company's Board of Directors. The total number of shares of
Common Stock represented at the Annual Meeting was 5,361,975,

18
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)
constituting a quorum. All five nominees of the Board of Directors were
reelected. The following is a report of the votes cast at the Annual Meeting for
each nominee for director:

<TABLE>
<CAPTION>
NOMINEE NAME VOTES FOR WITHHOLD AUTHORITY
- ---------------------------------------------------------------------------------- ---------- -------------------
<S> <C> <C>
Andrew P. Maunder................................................................. 5,324,328 37,647
Robert B. Kelly................................................................... 5,324,328 37,647
Sammy W. Pearson.................................................................. 5,324,328 37,647
Trevor Sokell..................................................................... 5,324,328 37,647
Michael G. Wilkinson.............................................................. 5,324,328 37,647
</TABLE>

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10 Lease agreement between Brandywine Operating Partnership, L.P., and
Axiom Inc., dated August 26, 1997.

27 Financial Data Schedule

(b) Reports on Form 8-K
None

19
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

AXIOM INC.

Dated: May 15, 1998 By: /s/ ANDREW P. MAUNDER
-----------------------------------------
Andrew P. Maunder
CHAIRMAN OF THE BOARD,
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)

Dated: May 15, 1998 By: /s/ MARK J. KADISH
-----------------------------------------
Mark J. Kadish
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)

<PAGE>

EXHIBIT 10

LEASE

By and Between

Brandywine Operating Partnership, L.P.

("Landlord")

and

Axiom Inc.

("Tenant")

4000 Midlantic Drive and a Portion of 2000 Midlantic Drive
Mount Laurel, New Jersey

<PAGE>

TABLE OF CONTENTS

Page
----
<S> <C> <C>

I. TERMS........................................................ 1
II. DELIVERY OF POSSESSION....................................... 6
III. SECURITY DEPOSIT............................................. 6
IV. USES......................................................... 7
V. ISRA COMPLIANCE/HAZARDOUS SUBSTANCES......................... 7
VI. LATE CHARGES/INTEREST........................................ 11
VII. REPAIRS AND MAINTENANCE...................................... 11
VIII. UTILITIES AND SERVICES....................................... 12
IX. COST OF SERVICES AND UTILITIES............................... 14
X. PROPERTY TAXES............................................... 18
XI. TENANT'S INSURANCE........................................... 19
XII. LANDLORD'S INSURANCE......................................... 20
XIII. DAMAGE OR DESTRUCTION........................................ 21
XIV. MACHINES AND EQUIPMENT; ALTERATIONS AND ADDITIONS; REMOVAL OF
FIXTURES..................................................... 21
XV. ACCEPTANCE OF PREMISES; TERM COMMENCEMENT.................... 23
XVI. LANDLORD'S BASE BUILDING..................................... 24
XVII. ACCESS....................................................... 24
XVIII. WAIVER OF SUBROGATION........................................ 25
XIX. INDEMNIFICATION AND WAIVER OF CERTAIN CLAIMS................. 25
XX. ASSIGNMENT AND SUBLETTING.................................... 26
XXI. SIGNS: ADVERTISING........................................... 29
XXII. LIENS........................................................ 29
XXIII. DEFAULT...................................................... 30
XXIV. SUBORDINATION; NON-DISTURBANCE; ATTORNMENT................... 33
XXV. SURRENDER OF POSSESSION...................................... 33

G-1

</TABLE>

<PAGE>

<TABLE>

XXVI. NON-WAIVER................................................ 33
XXVII. HOLDOVER.................................................. 34
XXVIII. CONDEMNATION.............................................. 34
XXIX. NOTICES................................................... 34
XXX. MORTGAGEE PROTECTION...................................... 35
XXXI. COSTS AND ATTORNEYS' FEES................................. 35
XXXII. BROKERS................................................... 35
XXXIII. LANDLORD'S LIABILITY AND DEFAULT.......................... 36
XXXIV. ESTOPPEL CERTIFICATES..................................... 36
XXXV. FINANCIAL STATEMENTS...................................... 37
XXXVI. TRANSFER OF LANDLORD'S INTEREST........................... 37
XXXVII. RIGHT TO PERFORM.......................................... 37
XXXVIII. EARLY TERMINATION......................................... 38
XXXIX. SALES AND AUCTIONS........................................ 38
XL. ACCESS TO ROOF............................................ 38
XLI. SECURITY.................................................. 38
XLII. WARRANTIES OF LANDLORD AND TENANT......................... 38
XLIII. NO ACCORD OR SATISFACTION; STRICT PERFORMANCE REQUIREMENT. 39
XLIV. STAIRWAY CONSTRUCTION..................................... 39
XLV. PARKING................................................... 39
XLVI. GENERAL PROVISIONS........................................ 40
XLVII. RULES AND REGULATIONS..................................... 41
XLVIII. Intentionally Omitted..................................... 42
XLIX. WAIVER OF JURY TRIAL; COUNTERCLAIMS....................... 42
L. RENEWAL OPTION............................................ 42
LI. ADDITIONAL TENANT ALLOWANCE............................... 43
LII. ADDITIONAL SCHEDULES...................................... 43

</TABLE>

G-2

<PAGE>

Page
----

EXHIBIT A - Location and Dimensions of 2000 Premises
EXHIBIT B - List of Existing Tenants
EXHIBIT C - Tenant Plans
EXHIBIT D - Rules and Regulations
EXHIBIT E - Janitorial Specifications
EXHIBIT F - Estimated Costs Allocable to the Premises for Year
Lease Commences
EXHIBIT G - Declaration of Lease Commencement
EXHIBIT H - Landlord's Base Building Work
EXHIBIT I - Signs
EXHIBIT J - Township Letter
EXHIBIT K - Form of Subordination, Non-Disturbance and Attornment
Agreement
EXHIBIT L - Sketch of Stairway

G-3

<PAGE>

LEASE

THIS LEASE is made this 26th day of August, 1997, by and between
Brandywine Operating Partnership, L.P., a Delaware limited partnership
("LANDLORD"), c/o Brandywine Realty Services Corp., Plaza 1000 at Main
Street, Suite 400, Voorhees, New Jersey 08043, and Axiom Inc. a Delaware
corporation ("TENANT") with a mailing address of 351 New Albany Road,
Moorestown, New Jersey 08057.

R E C I T A L S:

Landlord, for and in consideration of the rents and all other charges and
payments hereunder and of the covenants, agreements, terms, provisions and
conditions to be kept and performed hereunder by Tenant, demises and leases
to Tenant, and Tenant hereby hires and takes from Landlord, the premises
described below ("Premises"), subject to all matters hereinafter set forth
and upon and subject to the covenants, agreements, terms, provisions and
conditions of this Lease for the term hereinafter stated.

NOW THEREFORE Landlord and Tenant agree to the following, unless otherwise
specifically modified by provisions of this Lease:

1. TERMS.

1.1 Premises. The premises demised by this Lease are approximately
(A) 46,945 rentable square feet (the "4000 PREMISES"), being the entire
rentable area of the three (3) story building commonly known as 4000
Midlantic Drive, Mount Laurel, New Jersey (the "4000 BUILDING"), (B) 15,807
rentable square feet as more fully shown on Exhibit A attached hereto (the
"2000 PREMISES"), being a portion of the 4th floor in the four (4) story
building commonly known as 2000 Midlantic Drive, Mount Laurel, New Jersey
(the "2000 BUILDING") and (C) together with a nonexclusive right to use
parking, walks, access roads and land surrounding the Buildings (as
hereinafter defined) and other common areas, subject to the limitations set
forth herein. Subject to all applicable municipal and governmental approvals
and regulations, Landlord shall use its commercially reasonable efforts to
provide Tenant with the exclusive use of the common atrium area between the
4000 Building and the 2000 Building. Collectively, the 4000 Building and the
2000 Building shall be referred to herein as the "BUILDINGS" and the 4000
Premises and the 2000 Premises shall be referred to as the "PREMISES". No
easement for light or air is incorporated in this Premises.

1.1.1. Right of First Offer.

(a) Tenant shall have a continuing "RIGHT OF FIRST OFFER"
until the end of the 42nd month after the LCD (the "42 MONTH PERIOD") to
rent from Landlord any other space in the 2000 Building subject to the rights
of current tenants ("FIRST OFFER SPACE"), as hereafter provided. If, at any
time and from time to time, prior to the end of the 42nd Month Period (time
being of the essence and not being subject to Force Majeure), Landlord shall
receive a BONA FIDE offer from a third party to lease any of the First Offer
Space, which offer Landlord shall desire to accept, or if any First Offer
Space becomes vacant, Landlord shall, before accepting any such offer, and
Landlord may, if such space becomes vacant, promptly notify Tenant that such
offer or vacancy exists and such notice shall indicate the name and business
of such third party or such vacancy (the "First Offer Notice"). Tenant may,
thereafter, elect to lease the First Offer Space in question by giving notice
to Landlord within thirty (30) days from the receipt of the First Offer
Notice from Landlord. If Tenant fails to exercise the Right of First Offer
within the aforesaid thirty (30) day period, then with respect to the party
referred to in the First Offer Notice, if Landlord leases such space to such
party the Right of First Offer shall lapse. If Landlord does not lease such
space to the party referred to in the First Offer Notice within one year of
the expiration of the thirty (30) day period, Tenant shall thereafter have a
Right of First Offer for such space at the then quoted market rates and terms
(as such rates and terms are revised, if at all, from time to time), as such
are being offered by Landlord.

(b) In addition to the foregoing, in the event any existing
tenants of the 2000 Building (i) exercise early termination rights, (ii) are
evicted from the 2000 Building, or (iii) otherwise permanently abandon their

<PAGE>

respective premises and terminate their respective leases, Landlord shall
notify Tenant in writing of such events, and Tenant shall have the aforesaid
thirty (30) day period to exercise its right of First Offer on any such space
which becomes available. Moreover, attached hereto as Exhibit B is a list of
tenants whose existing leases expire during the aforesaid forty two month
period (the "Expiring Leases"). The parties acknowledge that the Exhibit is
based on Landlord's knowledge without independent verification or inquiry.
With respect to the Expiring Leases, Landlord may, but shall not be obligated
to, notify Tenant no more than six months prior to a lease expiration of such
Expiring Leases. Upon receipt of written notice from Landlord regarding an
Expiring Lease, Tenant, with respect to the specific premises noted in
Landlord's notice, may exercise its First Offer rights within the
aforementioned thirty (30) day period. If Tenant fails to respond to
Landlord's notice within the thirty (30) day period or fails to exercise its
First Offer right, such space shall not be subject to Tenant's right of First
Offer and Landlord may negotiate the lease of such specific premises with the
then current tenant or its affiliates. If Landlord fails to enter a new
lease with the then current tenant or its affiliates for the specific
premises which are the subject of Landlord's notice, then such space shall
once again become subject to the First Offer rights of Tenant for any other
prospective tenant for the 42 Month Period set forth above.

(c) First Offer Space which becomes part of the Premises
pursuant to a Right of First Offer are granted upon the same terms,
covenants, conditions and provisions as set forth in this Lease as to the
initial 2000 Premises except that the annual Base Rent per square foot of the
portion of the First Offer Space in question shall commence at the then
annual rate set forth for the 2000 Premises for the time in question, in the
Rent Schedule and shall follow the rate and timing of increases set forth in
the Rent Schedule.

(d) Landlord shall construct the First Offer Space for Tenant
in accordance with the procedures set forth on Exhibit C at Tenant's cost;
provided, however, Tenant shall receive a TI Allowance for the First Offer
Space which Tenant timely exercises its option during the 42 Month Period as
set forth herein in an amount equal to the product of (A) $25.00/square
rentable foot of First Offer Space taken by Tenant, multiplied by the result
of (X) the number of months remaining in the Term (as calculated from the
LCD), divided by, (Y) the number of months in the Term (e.g., if Tenant
exercises its option in the 13th month from the LCD, it will receive a $22.50
TI Allowance/square foot which is $25.00 x 108 divided by 120). The rent
commencement date for the First Offer Space shall be determined in accordance
with Section 15 hereof and shall include an Installation Period (as
hereinafter defined.)

(e) Landlord agrees that upon the exercise of a Right of
First Offer to promptly give notice to any other tenant in the First Offer
Space in question of the exercise of such right. Landlord, however, shall
have no liability with respect to the Landlord's failure to secure vacant
possession of the First Offer Space in question.

(f) After the expiration of the 42 Month Period, Tenant
shall have a Right of First Offer on any available space in the 2000 Building
at the then quoted market rates and terms, as such rates and terms are
revised, if at all, from time to time, then being offered by Landlord at the
2000 Building. Tenant shall have thirty (30) days from its receipt of
Landlord's notice advising Tenant of same to exercise this Right of First
Offer upon written notice from Landlord of available space, time being of the
essence. If Landlord reduces its then being offered market rate quotes for
available space after Tenant has not exercised its Right of First Offer for
such space, Landlord shall provide Tenant with notice of such reduced rate
and, thereafter, Tenant shall have thirty (30) days from it receipt of
Landlord's notice advising Tenant of such reduced rate to exercise its Right
of First Offer for such space, such Right of First Offer to once again be
applicable for such space at such reduced rate, time being of the essence.

1.2 Agreed Areas.

Total rentable area of the 4000 Building: 46,945 square feet;

Area of 4000 Premises: 46,945 rentable square feet;

Tenant's percentage of the 4000 Building: 100%, which percentage
shall also be referred to herein as "TENANT'S SHARE for 4000 PREMISES."

Total rentable area of the 2000 Building: 121,658 square feet;

<PAGE>

Area of 2000 Premises: 15,807 rentable square feet;

Tenant's percentage of the 2000 Building: 12.99%, which percentage shall
also be referred to herein as "TENANT'S SHARE FOR 2000 PREMISES."

Collectively, "Tenant's Share for 4000 Premises" and "Tenant's Share for
2000 Premises" shall be referred to as "TENANT'S TOTAL SHARE".

1.3 Lease Term.

(a) The "LEASE COMMENCEMENT DATE" (or "LCD") shall be the
"Acceptance Date," as set forth in and determined pursuant to the terms of
Section 15, below, subject to the provisions of Section 1.4.

(b) "LEASE EXPIRATION DATE" shall be the date which is the day
immediately prior to the tenth (10th) anniversary of the Full Rent
Commencement Date (as defined in Section (15). In the event the Full Rent
Commencement Date is a date other than the first day of a calendar month, the
Lease Term shall run for an additional number of days, not greater than
thirty (30) so that the Lease Expiration Date is the last day of the month in
which the Lease Expiration Date, as determined in the immediately prior
sentence, occurred.

(c) The term of this Lease ("TERM") shall begin on the Lease
Commencement Date and end on the Expiration Date or such other date called
for in this Lease for Lease Termination. If the initial Term is extended
pursuant to the provisions of Article 50 of this Lease, the "Term" shall
include such extension.

(d) Except if due to Tenant Delay, if the Term has not commenced
by July 31, 1998 (the "PERPETUITIES DATE"), then this Lease may be terminated
by delivery of written notice to Landlord on or before thirty (30) days from
the Perpetuities Date by Tenant.

1.4 Rent Commencement.

(a) Tenant's obligations hereunder with respect to the basic rent
("RENT") and additional rent are set forth in this Section 1.4. Tenant's
obligation to pay Rent and Tenant's Share for Premises 2000 and Tenant's
Share for 4000 Premises of Operating Costs and Property Taxes hereunder shall
begin on the Acceptance Date (as defined in Section 15.1), provided however,
that:

(b) If Meyer Associates Inc. certified engineering/detail plans
"Tenant's Plans" (as defined in Exhibit C) have not been finalized on or
before October 15, 1997, then for purposes of the commencement of the payment
of Rent, Operating Expenses and Property Taxes, the Acceptance Date will be
deemed to be a date, prior to the Acceptance Date determined under Section
15.1, by the number of days between October 15, 1997 and the later date, on
which Tenant's Plans were finalized unless such delay in delivery of the
Tenant's Plans is due to the wrongful acts of Landlord or such delay is
actually reduced during the construction phase of the Landlord Work; and

(c) If the Acceptance Date is delayed because of a Tenant Delay,
then the Acceptance Date will be deemed to be the date, prior to the
Acceptance Date determined under Section 15.1, by the number of days equal
to the Tenant Delays; and

(d) The effect of Sections 1.4(a) and (b) will be cumulative. The
date so determined on which payments by Tenant of Rent, Operating Expenses and
Property Taxes being, is referred to herein as the "RENT COMMENCEMENT DATE"
or "RCD".

(e) "TENANT DELAY" shall mean any and all delays (i) resulting
from Tenant's inability or failure timely to meet its obligations under this
Lease, including without limitation, all obligations of Tenant and its
project manager under the terms of Exhibit C attached hereto; (ii) caused by
Tenant's contractor or subcontractors; (iii) resulting from the inclusion in
the improvements requested to be performed in the Premises of

-3-

<PAGE>

any items requiring a long lead time for procurement and/or installation,
such lead time(s) to be noted in writing by Landlord's contractor in the
Schedule of Completion to be attached to the Tenant's Plans; or (iv)
resulting from any changes in Landlord's Work (as defined in Exhibit C
hereto) pursuant to change orders requested by Tenant which, at the time of
the change order is submitted to Tenant for approval, indicates the cause of
the delay and estimates the extent of the delay.

1.5 Basic Rent. The annual basic rent ("RENT") per rentable
square foot for the Premises shall be as follows for the indicated Lease
Year, and shall be payable by Tenant to Landlord as and when due under the
terms of this Lease provided, however that during any "Tenant's Janitorial
Period(s)" Rent shall be reduced by $0.96 per square foot per annum, pro
rated as applicable.

PREMISES 4000 RENT SCHEDULE
---------------------------
(Basic Rent Only)
(Net of Utilities)

<TABLE>

Minimum Rent Per.
Period Sq. Ft of Floor Area Annual Rate Monthly Rate
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
On and from the RCD to and including $16.72/sf $784,920.36 $65,410.03
the end of the first Lease Year
- -------------------------------------------------------------------------------------------
Second Lease Year $17.08/sf $801,820.56 $66,818.38
- -------------------------------------------------------------------------------------------
Third Lease Year $17.45/sf $819,190.20 $68,265.85
- -------------------------------------------------------------------------------------------
Fourth Lease Year $17.84/sf $837,498.84 $69,791.57
- -------------------------------------------------------------------------------------------
Fifth Lease Year $18.23/sf $855,807.36 $71,317.28
- -------------------------------------------------------------------------------------------
Sixth Lease Year $18.64/sf $875,054.76 $72,921.23
- -------------------------------------------------------------------------------------------
Seventh Lease Year $19.06/sf $894,771.72 $74,564.31
- -------------------------------------------------------------------------------------------
Eighth Lease Year $19.49/sf $914,958.00 $76,246.50
- -------------------------------------------------------------------------------------------
Ninth Lease Year $19.94/sf $936,083.28 $78,006.94
- -------------------------------------------------------------------------------------------
Tenth Lease Year $20.41/sf $958,147.44 $79,845.62
- -------------------------------------------------------------------------------------------

</TABLE>

PREMISES 2000 RENT SCHEDULE
---------------------------
(Basic Rent Only)
(Net of Utilities)

<TABLE>

</TABLE>

-4-

<PAGE>

<TABLE>

<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------
Seventh Lease Year $19.46/sf $307,604.28 $25,633.69
- -------------------------------------------------------------------------------------------
Eighth Lease Year $19.90/sf $314,559.30 $26,213.28
- -------------------------------------------------------------------------------------------
Ninth Lease Year $20.35/sf $321,672.48 $26,806.04
- -------------------------------------------------------------------------------------------
Tenth Lease Year $20.81/sf $328,943.64 $27,411.97
- -------------------------------------------------------------------------------------------

</TABLE>

1.6. Additional Rent. In addition to the Rent, Tenant shall pay as
additional rent, Tenant's Total Share of Operating Costs for the 4000
Premises and the 2000 Premises as described in Section 9, which shall include
Tenant's Share of Property Taxes (as described in Section 10), and any rent
increases set forth herein, all of which shall be deemed additional rent due
under this Lease. Landlord's right in connection with additional rent shall
be the same as those for Rent.

1.7. Payment of Rent and Additional Rent. Tenant shall pay Landlord
the Rent, Tenant's Share of Operating Costs and Property Taxes and any other
additional rent or other payments due under this Lease without prior notice,
deduction or offset, in lawful money of the United States. Rent (including
any monthly payments of "Estimated Costs Allocable to the Premises" (as
defined below) payable in accordance with this Lease) shall be paid in
advance on or before the first day of each month, except that the first
month's Rent and security deposit shall be paid upon the execution hereof, at
the address noted in Section 1.9, or to such other party or at such other
place as Landlord may hereafter from time to time designate in writing. Rent
and other amounts due under this Lease for any partial month at the beginning
or end of the Lease Term shall be prorated. The specific amount of the Rent
payments for the Lease Term are set forth in this Section 1.4. All other
payments required to be made by Tenant to Landlord under this Lease for which
the payment period is not otherwise specified herein shall be made no later
than twenty (20) days after Landlord provides an invoice to Tenant specifying
the amount of such payment obligation. All payments of Rent or additional
rent herunder shall be paid by Tenant to Landlord at the Payment Address set
forth in Section 1.6, below, or as otherwise required pursuant to this
Section 1.4C.

1.8. Renewal Term Rent. Rent during the Renewal Term (and defined in
Section 50, below), provided Tenant exercises its renewal option in accordance
with this Lease, shall be determined in accordance with the terms of Section
50 of this Lease, and shall be payable on the same terms and conditions as set
forth in this Section 1.4.

1.9. Notice and Payment Addresses.

Notice Addresses:

If to Landlord: John M. Adderly, Jr., Senior Vice President
Brandywine Operating Partnership, L.P.
Plaza 1000 at Main Street
Suite 400
Voorhees, New Jersey 08043

With a copy to: Brad A. Molotsky, Esquire
Pepper, Hamilton & Scheetz LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, Pennsylvania 19103-2799

If to Tenant: Pre-Lease Commencement Date Post Lease Commencement Date
Axiom Inc. Axiom Inc.
351 New Albany Road 4000 Midlantic Drive
Moorestown, New Jersey 08057 Mt. Laurel, New Jersey 08054
Attn: Greg R. Fagley, Attn: Greg R. Fagley,
Director of Operations Director of Operations

<PAGE>

With a copy to: Jason Shargel, Esquire
Wolf, Block, Schorr and Solis-Cohen
12th Floor Packard Building
15th & Chestnut Streets
Philadelphia, PA 19102-2678

Either party may, by written notice to the other, designate a new address to
which all notices hereunder shall be directed.

"Payment Address":

Brandywine Realty Services Corp.,
as agent for Brandywine Operating Partnership, L.P.
P.O. Box 8538-363
Philadelphia, Pennsylvania 19171

1.10. Lease Year. Each twelve (12) month period within the Lease Term
shall be referred to herein as a "Lease Year." The first Lease Year shall
commence on the Lease Commencement Date and terminate on the last day of the
twelfth full calendar month after such Lease Commencement Date. Each
subsequent Lease Year shall commence on the date immediately following the
last day of the preceding Lease Year and shall continue for a period of
twelve (12) full calendar months, except that the last Lease Year of the
Lease Term shall terminate on the date this Lease expires or is otherwise
terminated.

II. DELIVERY OF POSSESSION.

Except as set forth herein regarding the Historic Lease (as hereinafter
defined), if Landlord is unable to deliver possession of the Premises to
Tenant on the date set forth in Section 1.3 above, this Lease shall not be
void or voidable, nor shall Landlord be liable to Tenant for any loss or
damage resulting therefrom. Should Landlord tender possession of the Premises
to Tenant prior to the date set forth in Section 1.3 above, and Tenant elects
to accept such prior tender, then the date set forth in Section 1.3 shall be
changed to reflect the date of such tender of possession and accordingly,
such occupancy shall be subject to all terms, covenants and conditions of
this Lease, including the payment of Rent and Tenant's Share of Operating
Costs and Property Taxes (as such terms are hereinafter defined).

III. SECURITY DEPOSIT.

Cash Deposit. As security for its full and faithful performance of this
Lease, Tenant shall pay Landlord a security deposit of One Hundred Seventy
Five Thousand Eight Seventy Dollars and Two Cents ($175,870.02) (the
"Security Deposit") upon execution of this Lease. If Tenant defaults with
respect to any covenant or condition of this Lease, including but not limited
to the payment of Rent, additional rent or any other payment due under this
Lease, and the obligation of Tenant to maintain the premises and deliver
possession thereof back to Landlord at the expiration or earlier termination
of the Lease Term in the condition required herein, then Landlord may
(without any waiver of Tenant's default being deemed to have occurred) apply
all or any part of the Security Deposit to the payment of any sum in default
or any other sum which Landlord may be required or deem necessary to spend or
incur by reason of Tenant's default. In such event, Tenant shall, upon
demand, deposit with Landlord the amount so applied to replenish the Security
Deposit. If Tenant shall have fully complied with all of the covenants and
conditions of this Lease, but not otherwise, the amount of the Security
Deposit then held by Landlord with interest thereon at standard money market
rates per annum shall be repaid to Tenant as follows: (A) $87,935.01,
twenty-five months after the Full Rent Commencement Date so long as no
uncured Event of Default has occurred and is continuing; and (B) $87,935.01,
plus all interest thereon, forty-nine (49) months after the Full Rent
Commencement Date so long as no uncured Event of Default has occurred and is
continuing. In the event of a sale or transfer of Landlord's estate or
interest in the Building, Landlord shall transfer the Security Deposit and
the

<PAGE>

interest thereon to the purchaser or transferee, and Landlord shall be
considered released by Tenant from all liability for the return of the
Security Deposit.

IV. USES.

4.1. Permitted Uses. The Premises are to be used only for general
office purposes and incidental uses thereto, including a kitchen area, shower
area and dining area ("Permitted Uses") and for no other business or purpose.

4.2. General Restrictions. No act shall be done in or about the
Premises that is unlawful or that will increase the existing rate of
insurance on the Building. In the event of a breach of this covenant, Tenant
shall pay to Landlord any and all increases in insurance premiums resulting
from such breach. Tenant shall not commit or allow to be committed any waste
upon the Premises, or any public or private nuisance or any other act or
thing which disturbs the quiet enjoyment of any other tenant or occupant in
the Building. If any office machines or equipment or other activities within
the Premises disturb any other tenant or occupant in the Building, then
Tenant shall provide adequate insulation, or take such other action, or cease
such objectionable activities, as may be necessary to eliminate the noise or
disturbance. No machinery, equipment or other thing that could cause unusual
vibration, noise, odor or fumes shall be installed or placed in the Premises.
Tenant shall not subject any portion of the floor in the Premises to greater
loading than that portion of the Premises is designed to carry. Tenant agrees
that all outside storage of any kind is prohibited. Parking of inoperable
vehicles, non-motorized vehicles or trailers on the parking area provided to
Tenant is prohibited.

4.3. Comply with Laws & Rules. Tenant, at its expense, shall comply
with all laws and governmental regulations relating to Tenant's specified use
of use of the Premises (including Title I of the Americans with Disabilities
Act of 1990, as amended (the "ADA") and Title III of the ADA with respect to
all Alterations, if applicable) and shall observe such reasonable rules and
regulations as may be adopted and made available to Tenant by Landlord from
time to time for the safety, care and cleanliness of the exterior of the 4000
Premises, the common areas of the 4000 Building, the 2000 Premises and the
2000 Premises Building and for the preservation of good order therein,
including the Rules and Regulations set forth in Exhibit D attached hereto
and made a part hereof. Tenant agrees to promptly furnish Landlord with a
copy of any notice that Tenant receives that indicates Tenant is in violation
of any of the foregoing laws or governmental regulations. Landlord shall
comply with all laws and governmental regulations relating generally to the
ownership, operation and management of the Buildings and to the Premises
which is not related to Tenant's specific use thereof or Tenant's Alterations
therin, and, as part of Landlord's Work, shall be responsible for procuring
all required occupancy permits for the Premises.

V. ISRA COMPLIANCE/HAZARDOUS SUBSTANCES.

5.1. General. Tenant represents and warrants that its use of the
Premises do not constitute an "Industrial establishment" within the meaning
of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6, et seq., and the
Regulations promulgated thereunder (collectively, "ISRA"), and covenants and
agrees not to use the Premises in any manner so as to hereafter cause the
Premises to be so constituted. Notwithstanding the foregoing, to the extent
applicable, Tenant nevertheless agrees to comply with ISRA, and any successor
legislation and regulations hereafter enacted and promulgated, in connection
with (1) Tenant's use of the Premises, (2) any assignment, sublet or license
of the Premises or any part thereof, (3) a termination of this Lease upon a
default by Tenant hereunder, (4) any corporate reorganization, consolidation,
recomposition or similar change in Tenant's organization, or (5) any other
fact or circumstance the existence and continuation of which imposes upon
Tenant the obligation to so comply therewith. Tenant shall provide all
information within Tenant's control requested by Landlord and/or the
Industrial Site Evaluation Element or its successor (the "Element") of the
New Jersey Department of Environmental Protection or its successor ("NJDEP")
for preparation of a non-applicability affidavit or other submission, and
Tenant shall, reasonably promptly after the receipt thereof and provided that
Tenant concurs with the information contained therein, execute such affidavit
or other submission.

<PAGE>

5.2 Tenant's Covenants. From and after the Lease Commencement Date and
during the Term of the Lease, Tenant covenants to and with Landlord as
follows:

(a) After installation of the Landlord Work, the premises and
Tenant's Alterations will not contain (A) asbestos in any form, (B) urea
formaldehyde foam insulation, (C) transformers or other equipment which
contain dielectric fluid containing levels of polychlorinated biphenyls in
excess of fifty (50) parts per million, or (D) other than in de minimus
quantities for office use in strict accordance with all Environmental Laws
(as hereinafter defined) any flammable explosives, radioactive materials,
hazardous materials, hazardous wastes, hazardous, controlled or toxic
substances, or any pollutant or contaminant, or related materials defined in
or controlled pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601
et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C.
Sections 1801 et seq.), the Resource Conservation and Recovery Act, as
amended (42 U.S.C. Sections 9601 et seq.), the Federal Water Pollution
Control Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C.
Sections 7401 et seq.), and in the regulations adopted and publications
promulgated pursuant thereto, or any other Federal, state or local
environmental law, ordinance, rule or regulation including, without
limitation, the New Jersey Spill Compensation and Control Act (N.J.S.A.
58:10-23.11 et seq. (the "Spill Act") (collectively, "Environmental Laws");
or which, even if not so regulated, may or could pose a hazard to the health
or safety of the occupants of the Building (the substances described in (A),
(B), (C) or (D) above being hereinafter collectively referred to as
"Hazardous Materials"); and (E) the Premises will never be used by Tenant for
any activities involving, directly or indirectly, the use, generation,
treatment, transportation, storage or disposal of any Hazardous Materials or
to refine, produce, store, handle, transfer, process or transport "Hazardous
Substances", as such term is defined in N.J.S.A. 58:10-23.11b(k) of the Spill
Act.

(b) Tenant (A) shall comply with the Environmental Laws and all
other applicable laws, rules and regulations or orders pertaining to health,
the environment or Hazardous Materials at or on the Premises, (B) shall not
store, utilize, generate, treat, transport or dispose of (or permit or
acquiesce in the storage, utilization, generation, transportation, treatment
or disposal of) any Hazardous Materials on or from the Premises, and (C)
shall to cause its employees, licensees, contractors, agents and invitees
(collectively, "Tenant's Agents") to comply with the covenants herein
contained.

(c) In the event of any storage, presence, utilization,
generation, transportation, treatment or disposal of Hazardous Materials in,
on or about the Premises, or in the event of any Hazardous Materials Release
(as hereinafter defined), due to Tenant's or its agents or employees' actions
or omissions, Tenant shall, at the direction of Landlord or any federal,
state, or local authority or other governmental authority, remove or cause
the removal of any such Hazardous Materials and rectify any such Hazardous
Materials Release, and otherwise comply or cause compliance with the laws,
rules, regulations or orders of such authority, all at the expense of Tenant,
including without limitation, the undertaking an completion of all
investigations, studies, sampling and testing and all remedial, removal and
other actions necessary to clean up and remove all Hazardous Materials, on,
from or affecting the Premises. If Tenant shall fail to proceed with such
removal or otherwise comply with such laws, rules, regulations or orders
within the cure period permitted under the applicable regulation or order,
the same shall constitute a default under Article 23 hereof, and Landlord
may, but shall not be obligated to, do whatever is necessary to eliminate
such Hazardous Materials from the Premises or otherwise comply with the
applicable law, rule, regulation or order, acting either in its own name or
in the name of Tenant pursuant to this Section, and the cost thereof shall be
borne by Tenant and thereupon become due and payable as additional rent
hereunder. Tenant shall give to Landlord and its agent, contractors and
employees access to the Premises for such purposes and hereby specifically
grants to Landlord a license to remove the Hazardous Materials and otherwise
comply with such applicable laws, rules, regulations or orders, acting either
in its own name or in the name of the Tenant pursuant to this Section.

(d) Tenant hereby indemnifies and holds Landlord and each of its
shareholders, partners, members, subsidiaries, affiliates, officers,
directors, partners, employees, agents, trustees, and any receiver, trustee
or other fiduciary appointed for the Building, harmless from, against, for
and in respect of, any and all damages, losses, settlement payments,
obligations, liabilities, claim, actions or causes of actions, encumbrances,
fines, penalties, and costs and expenses suffered, sustained, incurred or
required to be paid by any such indemnified

8
<PAGE>

party (including, without limitation, reasonable fees and disbursements or
attorneys, engineers, laboratories, contractors and consultants) because of,
or arising out of or relating to (A) Tenant's violation of any of its
covenants under this Article 5, and (B) any Environmental Liabilities (as
hereinbelow defined) in connection with or due to Tenant's or its agents or
employees' actions or omissions, the Premises. For purposes of this
indemnification clause, "Environmental Liabilities" shall include all costs
and liabilities with respect to the future presence, removal, utilization,
generation, storage, transportation, disposal or treatment of any Hazardous
Materials or any release, spill, leak, pumping, pouring, emitting, emptying,
discharge, injection, escaping, leaching, dumping or disposing into the
environment (air, land or water) of any Hazardous Materials (each a
"Hazardous Materials Release"), including without limitation, cleanups,
remedial and response actions, remedial investigations and feasibility
studies, permits and licenses required by, or undertaken in order to comply
with the requirements of, any federal, state or local law, regulation, or
agency or court, any damages for injury to person, property or natural
resources, claims of governmental agencies or third parties for cleanup costs
and costs of removal, discharge, and satisfaction of all liens, encumbrances
and restrictions on the Premises relating to the foregoing. The foregoing
indemnification and the responsibilities of Tenant under this Article 5 shall
survive the termination or expiration of this Lease.

(e) Tenant shall promptly notify Landlord in writing of the occurrence
of any Hazardous Materials Release or any pending or threatened regulatory
actions, or any claims made by any governmental authority or third party,
relating to any Hazardous Materials or Hazardous Materials Release on or from
the Premises and shall promptly furnish Landlord with copies of any
correspondence or legal pleadings or documents in connection therewith.
Landlord shall have the right, but shall not be obligated, to notify any
governmental authority of any state of facts which may come to its attention
with respect to any Hazardous Materials or Hazardous Materials Release on or
from the Premises.

(f) Subject to Landlord's Work and the state of the Premises prior to
the Lease Commencement Date, upon expiration of the Term or any Renewal Term,
as applicable, Tenant shall deliver the Premises to Landlord free of any and
all Hazardous Materials and any liens, encumbrances and restrictions relating
to Environmental Liabilities, so that the condition of the Premises shall
conform with all applicable federal, state and local laws, rules, regulations
and orders pertaining to health, the environment or Hazardous Materials.

(g) In the event that there shall be filed a lien against the Building
by the NJDEP pursuant to and in accordance with the provisions of N.J.S.A.
58:10-23.11f(f) or any similar statute or rule as a result of the chief
executive of the New Jersey Spill Compensation Fund or other appropriate
person having expended monies from said fund to pay for "Damages", as such
term is defined in N.J.S.A. 58:10-23, 11g, and/or "Clean-up and Removal
Costs", as such term is defined in N.J.S.A. 58:10-23, b11(d), arising from an
intentional or unintentional action or omission or Tenant, resulting in the
releasing, spilling, pumping, pouring, emitting, emptying or dumping of
"Hazardous Substances", as such term is defined in N.J.S.A. 58:10-23.11b(k)
into the waters of the State of New Jersey or onto lands from which it might
flow or drain into said waters, Tenant shall, within sixty (60) days from the
date that Tenant is given notice that the lien has been placed against the
Building or within such shorter period of time in the event that the State of
New Jersey has commenced steps to cause the Building to be sold pursuant to
the lien, either (A) cause said lien to be removed from the Building, and/or
(B) furnish a bond or title insurance endorsement with respect to such lien
in form and substance satisfactory to Landlord in Landlord's sole and
absolute discretion.

(h) Tenant agrees that Landlord shall have the right to conduct, or to
have conducted by its agents or contractors, such environmental inspections
of the Premises as Landlord shall reasonably deem necessary or advisable from
time to time, all in such a manner so as not to unreasonably interfere with
Tenant's operation.

(i) Without limitation of the foregoing, in the event of the failure of
Tenant to comply with any of the material requirements of any Environmental
Laws, and/or any related regulations, Landlord shall have the right, at the
sole option of Landlord, to comply with such statutory or regulatory
requirements, and/or to cure any such default at Tenant's sole expense, and
all costs and expenses of such compliance and/or cure shall be due and
payable from Tenant to Landlord upon demand as additional rent hereunder.

<PAGE>

(j) Notwithstanding the foregoing, the parties acknowledge and
agree that Tenant shall not be liable for any Hazardous Substances or
violations of Environmental Laws which exist in the Buildings, the Landlord
Work and/or the Premises prior to the Lease Commencement Date or which are
directly caused by the Landlord or its employees or agents.

5.3. Landlord Representations, Warranties and Covenants. Landlord
represents, warrants and covenants to Tenant as follows:

(a) To the best of Landlord's knowledge without independent
verification, which knowledge is based solely on that certain Phase I
Environmental Report of McLaren/Hart dated May, 1997 (the "Environmental
Report"), except as set forth in the Environmental Report, the Buildings, the
Premises and Landlord's Work do not and will not contain any Hazardous
Substances or Hazardous Materials other than in de minimus quantities for
office use in accordance with all Environmental Laws.

(b) Landlord (A) shall comply with the Environmental Laws and all
other applicable laws, rules and regulations or orders pertaining to health,
the environment or Hazardous Materials at or on the common areas of the
Buildings, (B) shall not store, utilize, generate, treat, transport or
dispose of (or permit or acquiesce in the storage, utilization, generation,
transportation, treatment or disposal of) any Hazardous Materials on or from
the common areas of the Buildings, and (C) shall to cause its employees,
licensees, contractors, agents and invitees (collectively, "Landlord's
Agents") to comply with the covenants herein contained.

(c) In the event of any storage, presence, utilization, generation,
transportation, treatment or disposal of Hazardous Materials in, on or about
the Buildings or the Premises, or in the event of any Hazardous Materials
Release (as hereinafter defined), due to Landlord's or its agents or
employees' actions or omissions, Landlord shall, at the direction of any
federal, state, or local authority or other governmental authority, remove or
cause the removal of any such Hazardous Materials and rectify any such
Hazardous Materials Release, and otherwise comply or cause compliance with
the laws, rules, regulations or orders of such authority, including without
limitation, the undertaking an completion of all investigations, studies,
sampling and testing and all remedial, removal and other actions necessary to
clean up and remove all Hazardous Materials, on, from or affecting the
Buildings and/or the Premises, as the case may be.

(d) Landlord hereby indemnifies and holds Tenant and each of its
shareholders, partners, members, subsidiaries, affiliates, officers,
directors, partners, employees, agents, trustees, and any receiver, trustee
or other fiduciary appointed for the Premises, harmless from, against, for
and in respect of, any and all damages, losses, settlement payments,
obligations, liabilities, claims, actions or causes of actions, encumbrances,
fines, penalties, and costs and expenses suffered, sustained, incurred or
required to be paid by any such indemnified party (including, without
limitation, reasonable fees and disbursements or attorneys, engineers,
laboratories, contractors and consultants) because of, or arising out of or
relating to (A) Landlord's violation of any of its covenants under this
Article 5, and (B) any Environmental Liabilities in connection with or due to
Landlord's or its employees' actions or omissions, which affect Tenant or the
Premises. The foregoing indemnification and the responsibilities of Landlord
under this Article 5 shall survive the termination or expiration of this
Lease.

(e) Landlord shall promptly notify Tenant in writing of the
occurrence of any Hazardous Materials Release or any pending or threatened
regulatory actions, or any claims made by any governmental authority or third
party, relating to any Hazardous Materials or Hazardous Materials Release on
or from the Building. Tenant shall have the right, if obligated by applicable
Environmental Law, to notify any governmental authority of any state of facts
which may come to its attention with respect to any Hazardous Materials or
Hazardous Materials Release on or from the Premises.

(f) Without limitation of the foregoing, in the event of the
failure of Landlord to comply with any of the material requirements of any
Environmental Laws, and/or any related regulations which materially and
adversely affect the safety and/or welfare of Tenant or its employees or
customers. Tenant shall have the right, after 30 days prior written notice to
Landlord and Landlord's failure to diligently prosecute the cure of same, at
the sole option of Tenant, to comply with such statutory or regulatory
requirements, and/or to cure any such

<PAGE>

default at Landlord's sole expense, and all costs and expenses of such
compliance and/or cure shall be due and payable from Landlord to Tenant
within five (5) business days of written demand.

VI. LATE CHARGES/INTEREST.

6.1. Late Charge. Tenant hereby acknowledges that late payment to
Landlord of Rent or additional rent or other sums due hereunder will cause
Landlord to incur administrative costs and loss of investment income not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. If any Rent, additional rent or other sum due from
Tenant is not received by Landlord or Landlord's designated agent within ten
(10) days after the date due, then Tenant shall pay to Landlord a late charge
equal to five percent (5%) of such overdue amount, plus any attorney's fees
and costs incurred by Landlord by reason of Tenant's failure to pay Rent and
other charges when due hereunder; provided, however, no late charge shall
apply for the first late payment due and made hereunder by Tenant within ten
(10) days of Landlord's notice of such lateness. The parties hereby agree
that such late charges represent a fair and reasonable estimate of the
administrative cost that Landlord will incur by reason of Tenant's late
payment. Landlord's acceptance of such late charges shall not constitute a
waiver of Tenant's default with respect to such overdue amount or estop
Landlord from exercising any of the other rights and remedies granted
hereunder.

6.2. Interest. In addition to the administrative late charge
provided for under Section 6.1, above, if any Rent, additional rent or other
sum due from Tenant to Landlord is not paid as and when due under this Lease,
such unpaid amount shall bear interest from the eleventh day after the date
such payment was due until paid at an annual rate of interest (the "Default
Rate") equal to the lesser of (a) the "prime rate" of interest as published
in the Wall Street Journal (or any successor publication thereto) from time
to time plus three percent (3%), or (b) the highest annual rate of interest
permitted under applicable law.

VII. REPAIRS AND MAINTENANCE.

7.1. Landlord Obligations. Landlord shall maintain, repair, and
where necessary, replace the common areas of the 2000 Building, such as
lobbies, elevators, stairs, and corridors, the roof, building systems,
foundations, structural elements and exterior walls of the 2000 Building, the
elevators, stairs, corridors, roof, foundations, building systems, structural
elements and exterior walls of the 4000 Building, the common atrium area
between the Buildings and the underground utility and sewer pipes outside the
exterior walls of the Buildings, if any, provided that, to the extent any of
such repairs is rendered necessary by virtue of any Tenant sign or other
equipment to be maintained by Tenant, Tenants' Alterations, the negligence or
willful misconduct of Tenant, its Agents, customers, or guests, and the full
cost thereof is not covered by the all-risk casualty insurance carried by
Landlord under this Lease, Tenant shall be obligated to reimburse Landlord
for all costs sustained by Landlord in connection with such repair, as
additional rent hereunder, which reimbursement shall be due no later than ten
(10) days after Landlord's written demand. Landlord shall perform all work,
at Landlord's sole cost and expense, required to correct defects in the
Landlord Work pursuant to the Landlord Warranty. Landlord shall comply with
Title III of the ADA in connection with the common areas of the 2000 Building
and the Landlord Work.

7.2. Competitive Bidding. At least once every two (2) years,
commencing with the Calendar Year 1999, if requested by Tenant (which
request may not be made sooner than July 1 of the year immediately preceding
the Calendar Year in question, nor later than October 31 of the year
immediately preceding the Calendar Year in question), Landlord will use
reasonable efforts to locate "Acceptable Vendors" (defined below) to provide
insurance, janitorial and repair and maintenance services for which Tenant
will be responsible pursuant to Section 9.3. If Landlord locates an
Acceptable Vendor(s) for such services at the 2000 Premises, Landlord will
competitively bid for a service contract from same, and Landlord in its
reasonable discretion, may select between or among the responses to such bid
request, and need not merely take the lowest bid but may weigh, in its
reasonable judgment, the home base, reputation, cost and details of the
service contract and insurance companies and coverage in question, and such
other factors as in Landlord's opinion bear on the selection(s). So long as
Landlord makes its selection(s) in good faith, Landlord shall have no
liability under this section to Tenant. In addition to the foregoing, in

11
<PAGE>

connection with the 4000 Building, if Landlord locates an Acceptable
Vendor(s) for services for the 4000 Building, Landlord will competitively bid
for a service contract from same, and to the extent Landlord desires to not
select the lowest bid, but prefers a different Acceptable Vendor, such
alternate vendor shall be subject to the reasonable approval of Tenant. For
purposes of this Section, the term "Acceptable Vendor(s)" shall mean vendors,
insurance brokers and insurance companies whom Landlord believes are
financially responsible, with a reasonably good reputation, and whom Landlord
believes, in good faith, can perform or provide the service in question at a
level commensurate with an office park similar to the office park in which
the Building is located.

7.3. Premises. Subject to Landlord's obligations pursuant to Section 7.1
herein, Tenant shall be exclusively responsible for the repairs and
maintenance to the interior of the Premises, all exterior equipment installed
by Tenant and Tenant's Alterations, and Landlord shall be under no obligation
to inspect the Premises. Tenant, at its sole cost and expense and throughout
the Term of this Lease, shall keep and maintain the Premises (including
carpeting, if any) in good order and condition, reasonable wear and tear
excepted, free of accumulation of dirt and rubbish, and shall promptly make
all repairs and maintenance to the interior finish items. When used in this
Section 7.3 only, the term "Repairs" and "Maintenance" shall not include
capital repairs, replacements and renewals when necessary. All repairs made
by Tenant shall utilize materials and equipment which are at least equal in
quality and usefulness to those originally used in constructing the Landlord
Work.

7.4. Damage to Property. Any and all damage or injury to the Premises or
the Buildings caused by moving the property of Tenant into or out of the
Premises shall be repaired at the sole cost of Tenant. All hand carts used
in delivery, receipt or movement of freight, supplies, furniture or fixtures
shall be equipped with rubber tires and side guards. Tenant shall cooperate
in identifying delivery contractors and movers causing damage to the
Buildings. Maintenance and repair of equipment such as kitchen fixtures,
private bathroom fixtures and any other type of special equipment together
with related plumbing or electrical services, or Tenant rugs and drapes
within the Premises whether installed by Tenant or by Landlord on behalf of
Tenant, shall be the sole responsibility of Tenant and Landlord shall have no
obligation in connection therewith.

7.5. Reporting; Costs. Tenant shall promptly report in writing to
Landlord any defective condition known to it which Landlord is required to
repair, and failure to so report such defects shall make Tenant responsible
to Landlord for any liability incurred by Landlord by reason of such
conditions. Except in connection with Section 37 hereof, Tenant hereby
waives the right to make repairs at Landlord's expense under any other law,
statute or ordinance now or hereafter in effect. All expenses incurred by
Landlord pursuant to this Article 7 (to the extent not payable directly by
Tenant as above provided) will be included within "Other Operating Costs" as
defined in Section 9.1.3, below.

7.6. Liability. Landlord shall not be liable by reason of any injury to
or interference with Tenant's business or other actual or consequential
damages arising from the making of any repairs, alterations, additions, or
improvement in or to the Premises or the Building or to any appurtenances or
equipment therein. There shall be no abatement of rent because of such
repairs, alterations, additions or improvements, except as set forth in
Article 13 (Damage or Destruction) hereof.

VIII. UTILITIES AND SERVICES.

8.1. Heat, Hot Water, Air-Conditioning. Landlord shall furnish heat, hot
water, electricity, water, sewer, gas and air-conditioning to the Premises
and to the bathrooms servicing the Premises in accordance with typical
standards for first class office buildings in Southern New Jersey. The cost
of the aforesaid utilities shall be paid by Tenant pursuant to Article IX
hereof, such utilities to be provided in accordance with the standards
attached hereto as Exhibit H.

8.1.1. Electrical Risers. In addition to providing the services
mentioned above, during all time during the Term, Landlord shall furnish to
Tenant, the risers and conduits currently existing at the Premises, for
Tenant's use in distributing electricity from the public utility company
providing electricity to the Premises. Tenant shall not overload any such
risers or conduits, and shall, at its sole cost, repair its electric meters
and related installations.

<PAGE>

8.1.2. Water and Sewer. In addition to providing the services
mentioned above, during all times during the Term, Landlord shall furnish to
Tenant, the water and sewer pipes and conduits currently existing at the
Premises, for Tenant's use in distributing water and sewage service to and
from the public utility or other entity providing water and sewer service to
the Premises. Tenant shall not overload or clog any such pipes or conduits,
and shall, at its sole cost, repair its meters and related installations.

8.1.3. Gas Service. In addition to providing their services
mentioned above, during all times during the Term, Landlord shall furnish to
Tenant, the gas pipes and conduits currently existing at the Premises, for
Tenant's use in distributing natural gas from the public utility company or
other entity providing gas to the Premises, if any. Tenant shall not overload
or clog any such pipes or conduits, and shall, at its sole cost, repair its
gas meters and related installations.

8.2. Hours of service for the 2000 Premises. From 7:00 a.m. to 6:00
p.m. on weekdays ("Normal Business Hours") and from 8:00 a.m. to 12:00 p.m.
on Saturday ("Saturday Mornings") (excluding those holidays set forth in the
Rules and Regulations attached hereto as Exhibit D), Landlord shall furnish
to the 2000 Premises electricity for lighting and operation of low-power
usage office machines, water, heat and air conditioning "HVAC", and elevator
service. During all other hours, Landlord shall furnish such services to the
2000 Premises except for heat and air conditioning. Landlord shall furnish
electricity to the 4000 Building at all hours, which usage shall be
controlled by Tenant. HVAC shall be provided at the times set forth above so
as to heat the Premises to a minimum of 70DEG. F between October 1 and May 1
and cooled to a maximum of 76DEG. F between May 1 and October 1, subject to
revision as necessary to comply with federal, state or municipal laws,
orders, rulings, statutes or guidelines from time to time in effect during
the Term of this Lease.

8.2.1. Additional Services. If requested by Tenant, Landlord shall
furnish heat and air conditioning at times other than Normal Business Hours
and Saturday Mornings to the 2000 Premises and the cost of such services
(which are $42.00/hour) shall be paid by Tenant as additional rent, payable
within 20 days of demand. If the quantity or kind of utilities or services
furnished by Landlord to the Premises to meet Tenant's requirements is
excessive or abnormal relative to the utilities and services consumed by
office tenants generally, Tenant shall reimburse Landlord upon demand for the
additional cost resulting from Tenant's excessive or abnormal consumption. In
addition to the foregoing, (i) Tenant shall be entitled to the most favorable
fixed rate or other charge established for such Additional Services with any
other tenant at the 2000 Building and (ii) tenant shall not be responsible
for any Additional Service charges for the 4000 Building which electric
charges for the 4000 Building will be directly billed to Tenant from the
applicable service provider. A separate electric meter for the 4000 Building
and a separate electric submeter for the 2000 Building currently are located
at the respective Premises.

8.2.2. Janitorial Services. Landlord shall also provide toilet
room supplies, window washing at reasonable intervals, light bulbs and
fluorescent tubes (which shall include the labor and materials involved in
replacing same), and customary Building janitorial service as set forth on
Exhibit E (subject to Section 9.1.3(A)(iv) or other types of services
provided or caused to be provided by Landlord to Tenant which are in addition
to the services ordinarily provided Building tenants, all of which shall
constitute Other Operating Costs and shall be payable, if at all, as provided
in Section 9.1.3 of this Lease).

8.2.3. Landlord Not Liable. Landlord shall not be liable for any
loss, injury or damage to property, or for loss of business or business
interruption damages, caused by or resulting from any variation,
interruption, or failure of Landlord's services due to any cause whatsoever,
or from failure to make any required repairs or perform any required
maintenance. If any public utility or governmental authority shall require
Landlord or Tenant to restrict the consumption of any utility or reduce any
service to the Premises or the Buildings, Landlord and Tenant, as the case
may be, shall comply with such requirements, without any abatement or
reduction of the Rent, additional rent or other sums payable by Tenant
hereunder.

8.3. Recycling Regulations. Tenant shall comply, at its sole cost and
expense, with all orders, requirements and conditions now or hereafter
imposed by any ordinances, laws, orders and/or regulations (hereinafter
collectively called "regulations") of any governmental body having
jurisdiction over the Premises or the

<PAGE>

Building, whether required of Landlord or otherwise, regarding the
collection, sorting, separation and recycling of waste products, garbage,
refuse and trash (hereinafter collectively called "waste products") including
but not limited to the separation of such waste products into receptacles
reasonably approved by Landlord and the removal of such receptacles in
accordance with any collection schedules prescribed by such regulations.
Landlord reserves the right (a) to refuse to accept from Tenant any waste
products that are not prepared for collection in accordance with any such
regulations, (b) to require Tenant to arrange for waste product collection at
Tenant's sole cost and expense, using a contractor reasonably satisfactory to
Landlord, and (c) to require Tenant to pay all costs, expenses, fines,
penalties or damages that may be imposed on Landlord or Tenant by reason of
Tenant's failure to comply with any such regulations.

8.4. Interruption; Stoppage. Landlord does not warrant that the
services described in Sections 8.1 and 8.2, above, shall be free from any
slowdown, interruption or stoppage pursuant to voluntary agreement by and
between Landlord and governmental bodies and regulatory agencies or caused by
the maintenance, repair, substitution, renewal, replacement or improvement of
any of the equipment involved in the furnishing of any such services, or
caused by changes of services, alterations, strikes, lockouts, labor
controversies, fuel shortages, accidents, acts of God or the elements or any
other cause beyond the reasonable control of Landlord; and, without
limitation, no such slowdown, interruption or stoppage of any of such
services shall ever be deemed or construed as an eviction, actual or
constructive, of Tenant, nor shall same cause any abatement of Rent or
additional rent payable hereunder; provided, however, if the aforesaid
services are interrupted such that the Premises cannot be occupied for three
(3) consecutive business days, and as a result thereof, Tenant cannot use
the Premises for its normal business operations, Tenant shall be entitled to
a rent abatement for its Base Rent from and after the fourth consecutive
business day until the interruption ceases or the stoppage is eliminated. Any
security measures that Landlord in its sole discretion may undertake are for
protection of the Building only and shall not be relied upon by Tenant to
protect Tenant, Tenant's property, or employees, or their property and
Landlord shall not be liable to Tenant in the event of the failure of any
such security system. Unless otherwise provided in this Lease, Landlord is
not obligated to provide any such security services, but if it does, same
shall be within the definition of Other Operating Costs.

IX. COST OF SERVICES AND UTILITIES.

9.1. Definitions. In addition to the Rent, from and after the
thirteenth month after the Lease Commencement Date, Tenant shall have the
obligation to pay to Landlord the Actual Costs Allocable to the Premises (as
defined in Section 9.1.7. below which definition deducts the Base Costs from
the Actual Costs under this Article 9) as additional rent. Tenant
acknowledges and agrees that Tenant shall make monthly payments, in advance,
toward the Actual Costs Allocable to the Premises, which payments shall be
based on estimates provided by Landlord, as set forth herein. Such estimates
shall be referred to as the "Estimated Costs Allocable to the Premises" (as
more fully set forth below.) Notwithstanding the foregoing, Tenant's direct
electric usage for the Premises shall either (i) be directly billed from the
third party service provider for the 4000 Building or (ii) be billed by
landlord without mark-up based on the submeter readings for the 2000
Building, such "Direct Tenant Usage Charges" to be paid without regard to a
Base Amount from and after the Lease Commencement Date. Tenant's payments
shall be made as provided herein, and shall be subject to an annual
reconciliation of Actual Costs Allocable to the Premises to Estimated Costs
Allocable to the Premises, as provided herein, using the following
definitions:

9.1.1. "Operating Costs" shall include Costs of Utilities and Other
Operating Costs, all of which are incurred in the same manner as if such
costs were an un-reimbursable obligations of Tenant and other tenants.

9.1.2. "Costs of Utilities" shall mean all expenses paid or incurred by
Landlord for utility service to the Building, including any surcharges
imposed, and including without limitation costs of providing water, gas, sewer
service, oil and any other utility services provided to or used by Tenant and
other Building tenants and occupants, provided however, Costs of Utilities
shall not include amounts due by Tenant to third parties or Landlord, as the
case may be, under Sections 8.1 or 9.1.10(iii).

<PAGE>

9.1.3. (a) "Other Operating Costs" shall mean all other expenses paid
or incurred by Landlord for maintaining, operating, repairing, and managing
the (i) Building, (ii) Premises, (iii) the personal property used in
conjunction therewith, (iv) the Building roof, and (v) the land upon which
the Building is situated. Such costs shall include, without limitation:

(i) Property Taxes (as defined and calculated in
accordance with Section 10).

(ii) all expenses incurred by Landlord in connection
with the servicing, operation, maintenance and repair of the Buildings and
related interior and exterior appurtenances of which the Premises are a part,
including lighting, cleaning, insuring, removing snow, ice and debris,
policing and regulation of traffic in the area immediately adjacent to the
Buildings. (Certain of these expenses may be apportioned among two (2) or
more buildings in the same office park or locality owned by Landlord if
services are provided to both (or more) buildings by a single contractor or
employee, which apportionment shall be determined by Landlord in its sole but
reasonable discretion);

(iii) cleaning, maintenance and other supplies;

(iv) janitorial service, in accordance with the
Janitorial Specifications set forth in Exhibit E hereto, including janitorial
equipment and supplies; provided, however, that Tenant, on not less than
thirty (30) days notice to Landlord, may elect to provide its own janitorial
services to the 4000 Premises provided such janitorial service provider
maintains a proper "honesty" bond in favor of Landlord and Tenant and
provided such janitorial service is licensed to do business in the State of
New Jersey. If Tenant so elects and Landlord so approves, Tenant, at Tenant's
sole cost and expense, but subject to the operating expense credit set forth
in Section 9.2 hereof, shall provide janitorial services to the 4000 Premises.
The period of the time during which Tenant and not Landlord is providing
janitorial services to the Premises hereunder, shall be referred to as
"Tenant's Janitorial Period(s)";

(v) window cleaning and window glass replacement and
repair;

(vi) landscaping services of independent contractors;

(vii) compensation (including employment taxes and fringe
benefits) of all persons who (and to the extent they) perform duties in
connection with the operation, maintenance and repair of the Building;

(viii) all costs and expenses of repairing (but not
replacing) curbs, walkways, landscaping (including replanting and replacing
flowers and other plantings), drainage and lighting facilities in the
Building and areas immediately adjacent thereto;

(ix) all premiums for insurance obtained by Landlord
(pursuant to Section 12 hereof);

(x) permits and inspection fees;

(xi) management fees not to exceed five (5%) percent of
the gross Rent payable by all Building tenants;

(xii) legal fees and costs incurred in connection with
contesting the amounts or the imposition of any Property Taxes;

(xiii) electricity and fuel used in lighting, heating,
ventilating, and air conditioning of the common areas;

<PAGE>

(xiv) maintenance of mechanical and electrical equipment including
heating, ventilating and air conditioning ("HVAC") equipment in the Premises;

(xv) maintenance of elevators, restrooms, lobbies, hallways and other
common areas of the Building;

(xvi) water and sewer rents in the amount actually levied by the
utility authority supplying same, and standby fees for sprinkler service;

(xvii) all costs associated with repairing, maintaining, operating
and monitoring any energy management system, security system or sprinkler
system; and

(xviii) accounting fees and any other expense or charge (whether or
not hereinbefore described) which, in accordance with generally accepted
accounting and management practices, would be considered an expense of
maintaining, operating or repairing the Building, or any part thereof.

(b) The following are specifically excluded from Operating Costs: (a)
costs of any special services rendered to individual tenants (including
Tenant), for which a special, separate charge shall be made (and which, as to
Tenant, shall be payable within ten (10) days of written demand); and (b)
depreciation or amortization of costs required to be capitalized in
accordance with generally accepted accounting practices ("GAAP") (except
that Operating Costs shall include amortization of the cost of any energy
management system or other capital improvements which actually reduces
operating expenses or utility costs to the extent of such reduction, or which
are required to comply with changes in governmental statutes, laws,
ordinances, codes or other regulations relating to the operation of office
buildings, and which are made subsequent to the date of this Lease; provided,
however, that the amortization period for capital items will be such items
useful life in accordance with GAAP; (c) any portion of a repair or
replacement which is covered under warranty to the extent that Landlord
receives the benefit thereof, net however, of Landlord's costs, if any, of
securing performance; (d) any income, sales or excise tax levied upon the
rents or other income earned by Landlord; (e) legal and accounting fees
except as provided in subsections (xii) and (xviii) above; (f) advertising
and marketing expenses; (g) costs of any employees or executives of Landlord
not employed full time at the site; (h) matters directly caused by Landlord's
or its agents' negligence; (i) matters covered by insurance required
hereunder or which are recovered from third parties; and (j) costs incurred
to correct construction defects or deficiencies in the Building or the
Landlord Work. In the event that Landlord must incur any capital expenditure
to comply with any change in any governmental statute, law, ordinance, code
or other regulation arising as a direct consequence of Tenant's use of the
Premises after the date of this Lease, then tenant shall reimburse Landlord
in full for the cost incurred.

9.1.4. "Calendar Year" shall mean each twelve-month period commencing
January 1 and ending December 31.

9.1.5. "Actual Base Amounts" shall mean the following amounts, it being the
intention of Landlord and Tenant that the amounts set forth in this
definition shall be final, and not subject to adjustment:

2000 Building - $3.93/sq. ft.
4000 Building - $3.56/sq. ft.

Each item of Actual Base amount will be referred to as a "Base Amount Item".

9.1.6. "Actual Costs" shall mean the actual expense paid or incurred by
Landlord for Operating Costs for the Building during any Calendar Year of the
Lease Term.

9.1.7. "Actual Costs Allocable to the Premises" shall mean, with respect to
the Calendar Year for which such calculation is being made, Tenant's Share of
(A) the Actual Costs for such Calendar Year, minus, (B) the Actual Base
Amounts for such Building.

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9.1.8. "Estimated Costs" shall mean Landlord's estimate of Actual
Costs Allocable to the Premises for the following Calendar Year, to be given
by Landlord to Tenant pursuant to Section 9.3, below.

9.1.9. "Estimated Costs Allocable to the Premises" shall mean the
total amount of monthly estimated payments made by Tenant to Landlord in any
Calendar Year pursuant to Section 9.3. below.

9.1.10. "Costs of Electricity for the 2000 Building" shall mean all
costs of electrical service or usage which are paid or incurred by Landlord
with respect to the use and operation of the common areas of the 2000
Building (including any surcharge imposed, and including the exterior common
areas, if any) but excluding any after-hours electrical costs with respect to
which Landlord actually receives reimbursement from Tenant or other tenants
under lease provisions providing for payment of an additional, separate
charge for after hours HVAC service and electric charges from PSEG billed
directly to tenants, electric charges billed to other tenants by Landlord and
all Direct Tenant Usage Charges. Tenant acknowledges and agrees that (i) the
Premises will be separately metered for electricity, (ii)Tenant shall pay to
Landlord, below, an amount equal to Tenant's Share of the Costs of
Electricity for the 2000 Building, as and in the manner described in Section
9.7, below. Because Tenant shall be responsible for paying Tenant's Share of
the Costs of Electricity for the 2000 Building on a complete pass-through
basis, the Costs of Electricity shall not be included as part of the Costs of
Utilities, Operating Costs or the Actual Costs hereunder.

9.2. Janitorial Credit. If Tenant elects to contract with an independent
janitorial service pursuant to Section 9.13(iv) hereof, the Actual Base
Amounts for the 4000 Building set forth in Section 9.1.5 hereof shall be
reduced by $.96, the agreed upon base rate for janitorial services.

9.3. Estimated Costs Allocable to the Premises. Commencing twelve
months from the Lease Commencement Date and, thereafter, with respect to each
Calendar Year prior to the commencement of each such Calendar Year, Landlord
shall furnish Tenant a written statement of the Estimated costs for such
Calendar Year broken down in reasonable detail, and a calculation of the
payments to be made by Tenant as follows: Tenant shall pay to Landlord
one-twelfth (1 1/12th) of the amount, if any, of Tenant's Share of Estimated
Costs for such Calendar Year, which amount shall be payable by Tenant to
Landlord as additional rent, as and in the manner provided in Article 3 for
each month during such Calendar Year. The amount of Tenant's estimated
payments pursuant to this Section 9.3 shall be referred to herein as the
"Estimated Costs Allocable to the Premises". If at any time or times during
such Calendar Year, it appears to Landlord that the Actual Costs will vary
from Landlord's estimate by more than five percent (5%) on an annualized
basis, Landlord may, by written notice to Tenant, revise its estimate for
such Calendar Year and any payments by Tenant of the Estimated Costs
Allocable to the Premises for such Calendar Year made subsequent to such
recalculation shall be based on such revised estimate. As of the date of
execution of this Lease, the Actual Base Amounts for the year in which this
Lease commences is an aggregate of $3.56 per square foot for the 4000
Building and $3.93 per square foot for the 2000 Building, as more
particularly shown on Exhibit F hereto.

9.4. Actual Costs. Within one hundred twenty (120) days after the close
of each Calendar Year during the Lease Term, Landlord shall deliver to Tenant
a written statement broken down in reasonable detail setting forth the Actual
Costs Allocable to the Premises during the preceding Calendar Year. To the
extent the Actual Cost for the Base Amount Items for any Calendar Year
exceeds Estimated Costs Allocable to the Premises paid by Tenant to Landlord
pursuant to Section 9.3, Tenant shall pay the amount of such aggregate excess
to Landlord as additional rent within thirty (30) days after receipt of such
statement by Tenant. If such statement shows such costs to be less than the
amount paid by Tenant to Landlord pursuant to Section 9.3, then the amount of
such overpayment by Tenant shall be credited by Landlord to the next Rent
payable by Tenant. Absent an audit by Tenant pursuant to Section 9.8 hereof,
Landlord's determination of Actual Costs Allocable to the Premises may not be
revised by Landlord after sixty (60) days from submission. In the event
Tenant exercises its audit right hereunder, Landlord shall have an additional
period of sixty (60) days from the date of the final audit results to advise
Tenant of any revisions to the Actual Costs Allocable to the Premises for the
applicable year in questions, and, thereafter, the Landlord's statement of
Actual Costs Allocable to the Premises shall become final and shall not be
subject to revision by Landlord.

9.5. End of Term. If this lease begins on a day other than January 1,
or terminates on a day other than the last day of a Calendar Year, the amount
of any adjustment to Estimated Costs Allocable to the Premises with

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respect to such Calendar Year, shall be prorated on the basis which the
number of days during the Term within such Calendar Year bears to 365; and
any amount payable by Landlord to Tenant or Tenant to Landlord with respect
to such adjustment shall be payable within thirty (30) days after delivery by
Landlord to Tenant of the statement of Actual Costs Allocable to the Premises
with respect to such Calendar Year.

9.6 Further Adjustment. In the event Landlord shall furnish any utility
or service which is included in the definition of Operating Costs to less
than 95% of the rentable area of the 2000 Building because (i) the average
occupancy level of the 2000 Building for the Base Services Year and/or any
subsequent Calendar Year was not ninety-five percent (95%) or more of full
occupancy, (ii) any such utility or service is not required by or provided to
one or more of the tenants or occupants of the 2000 Building, or (iii) any
tenant or occupant is itself obtaining or providing any such utility or
services, then the Actual Costs for such year shall be increased to equal the
total expenses that Landlord reasonably estimates it would have incurred if
Landlord had provided all such utilities and services to all tenant and
occupants in the 2000 Building, and shall be allocated among the tenants by
the Landlord to reflect those costs which would have occurred had the 2000
Building been ninety-five percent (95%) occupied during the year in question
and such utilities and services provided to all tenants. The intent of this
Section 9.6 is to ensure that the reimbursement of all Operating Costs is
fair and equitably allocated among the tenant(s) receiving the utilities and
services in question.

9.7. Tenant's Audit Right. Tenant shall have the right at its sole
costs and expense, to audit and examine Landlord's records pertaining to the
Actual Costs, upon not less than twenty (20) days notice to Landlord, by
notifying Landlord in writing of its intent to audit and examine such records
no more than sixty (60) days after receipt of Landlord's written statement
pursuant to Section 9.4, above, for the applicable Calendar Year. Failure to
notify Landlord in writing within the sixty (60) day period shall constitute
a waiver by Tenant of its rights to audit and examine the records pursuant to
this Section 9.8. Any such audit shall be performed at the place where
Landlord regularly maintains the applicable financial records of the
Building, and during normal business hours. Tenant agrees to provide Landlord
with a true and complete copy of any written report and/or written accounting
records generated as a result of any such audit. Should Tenant's audit and
examination result in an actual increase or decrease in the amount of Actual
Costs Allocable to the Premises for the applicable Calendar Year, Landlord
shall pay to Tenant or Tenant shall pay to Landlord (as the case may be), the
amount of the indicated increase or decrease within thirty (30) days after
the results of such audit and examination have been delivered in writing to
Landlord and have been accepted by Landlord as accurate; and if such audit
and examination results in a five percent (5%) or greater reduction in the
amount of Actual Costs, Landlord shall also reimburse Tenant for the actual
and reasonable costs of such audit and examination.

X. PROPERTY TAXES

10.1. "Property Taxes" shall mean any form of real estate tax duty,
assessment, license, fee, rent tax, levy, water or sewer rent or tax (unless
tenant is to pay same directly if otherwise required under this Lease)
penalty (if a result of Tenant's delinquency), or other tax (excluding net
income, estate, succession, inheritance, transfer or franchise taxes),
imposed by any authority having the direct or indirect power to tax, or by
any city, county, state or federal government or any improvement or other
district or division thereof, on the Building or any part thereof (or on
Landlord with respect thereto), the land, the parking area, or any other
legal or equitable interest of Landlord in the same, or any rental income
derived therefrom, whether any such change or amount is ordinary or
extraordinary, foreseen or unforeseen, of any kind or nature whatsoever,
including so called "payments in lieu of taxes." Notwithstanding any other
provision of this definition to the contrary, if any authority imposes or
assesses or levies a tax on rent or on Landlord as a substitute in whole or
in part for a charge otherwise within the definition of Property Taxes, same
shall be a Property Tax. Property Taxes, however, exclude personal property
taxes payable by Tenant on the property of Tenant located within the
Premises, as indicated in Section 10.2 herein.

10.2 Taxes on Tenant's Personal Property. Tenant shall pay, prior to
delinquency, all personal property taxes payable with respect to all property
of Tenant located in the Premises or the Building and shall provide promptly,
upon request of Landlord, written proof of such payment.

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10.3. Tenant's Property Taxes at the 4000 Building. With respect to the
4000 Building, Tenant shall have the right to contest and appeal such
Property Taxes with applicable taxing authorities, at Tenant's sole cost and
expense. Landlord covenants to cooperate with Tenant in connection with
Tenant's appeal and to execute any required proof of ownership documentation
required in connection with such appeals. All refunds, rebates, and credits
granted by the applicable taxing authorities relating to the periods from and
after the Lease Commencement Date with respect to the Property Taxes due at
the 4000 Building shall inure to the benefit of Tenant, even if such refunds
are obtained after the Lease Termination Date if they relate to the period
during which Tenant's Lease was in effect and shall reduce the Property Tax
Operating Expenses (as hereinafter defined). If Tenant becomes a tenant with
at least 62,000 square feet of rentable space at the 2000 Building, the
provisions of this Section 10.3 with respect to the right of contest and
appeal Property Taxes shall also apply to the 2000 Building.

10.4. Property Tax Operating Expenses. The parties acknowledge and
agree that the agreed upon base amounts for real property taxes on a square
foot basis are as follows: (i) $1.02 for the 2000 Building (the "2000
Building Base Tax Rate") and (ii) the greater of (A) $1.10 per square foot or
(B) the per square foot rate attributable to the 4000 Building for the tax
year ending June 30, 1999 (the "4000 Building Base Tax Rate"). From and after
the first day of the thirteenth month from the Lease Commencement Date, Tenant
shall pay Landlord and amount which is equal to:

10.4.1. the product of (A) the result of the actual real property
taxes for the 2000 Building divided by 121,658, minus (B)
the 2000 Building Base Tax Rate, multiplied by (X) the
square footage of Tenant's Premises in the 2000 Building;
and

10.4.2. the product of (A) the result of the actual real property
taxes for the 4000 Building divided by 46,945, minus (B)
the 4000 Building Base Tax Rate, multiplied by (X) 46, 945.

Notwithstanding the foregoing, if Landlord or Tenant is successful in
reducing the Property Taxes for either of the Buildings pursuant to a tax
appeal or other tax contest, the applicable Basic Rent rate as set forth in
Section 1.5 and the Base Tax Rate shall be reduced on a square foot basis to
take into account the amount of such reduction (collectively, the amounts due
hereunder shall be referred to as the "Property Tax Operating Expenses").
Similar to the provisions in Sections 9.3 and 9.4 above, Landlord shall set
monthly estimates of the Property Tax Operating Expenses and shall reconcile
actual Property Taxes once annually.

XI. TENANT'S INSURANCE

11.1. Tenant, during the Term of this Lease, shall procure at its
expense and keep in force the following insurance: (i) Commercial general
liability insurance naming the Landlord, any Mortgagee or ground lessor
designated by Landlord from time to time, and Landlord's managing agent as
additional insureds against any and all claims for bodily injury and property
damage occurring in or about the Premises. Such insurance shall have a
combined single limit of not less than Three Million Dollars ($3,000,000) per
occurrence with a Five Million Dollar ($5,000,000) aggregate limit and excess
umbrella liability insurance in the amount of Five Million Dollars
($5,000,000). If Tenant has other locations that it owns or leases, the
policy shall include an aggregate limit per location endorsement. Such
liability insurance shall be primary and not contributing to any insurance
available to Landlord and Landlord's insurance shall be in excess thereto. In
no event shall the limits of such insurance be considered as limiting the
liability of Tenant under this Lease; (ii) Personal property insurance
insuring all equipment, trade fixtures, inventory, fixtures and personal
property located within the Premises for perils covered by the causes of loss
- -- special form (all risk) and in addition, coverage for flood, earthquake
and boiler and machinery (if applicable). Such insurance shall be written on
a replacement cost basis in an amount equal to one hundred percent (100%) of
the full replacement value of the aggregate of the foregoing; (iii) Workers'
compensation insurance in accordance with statutory laws and employers'
liability insurance with a limit of not less than One Hundred Thousand
Dollars ($100,000) per employee and Five Hundred Thousand Dollars ($500,000)
per occurrence; (iv) Business interruption and/or loss of rental insurance in
an amount equivalent to twelve (12) months Rent and Tenant's Share of
Operating Costs and Property Taxes payable by Tenant hereunder, which shall
not

<PAGE>

contain a deductible greater than an amount equal to seventy-two (72) hours
of the Rent in effect at such time (or an equivalent amount expressed in
dollars), and which shall name Landlord as an additional insured (and Tenant
hereby acknowledges and agrees that Landlord shall have no liability to
Tenant for any business interruption or rental interruption losses); and (v)
Such other insurance as Landlord deems necessary and prudent or which is
required by Landlord's beneficiaries or mortgagees of any deed of trust or
mortgage encumbering the Premises.

11.2 Miscellaneous Requirements. The policies required to be maintained
by Tenant shall be with companies rated AX or better in the most current
issue of Best's Insurance Reports. Insurers shall be licensed to do business
in the state in which the Premises are located and domiciled in the USA. Any
deductible amounts under any insurance policies required of Tenant hereunder
shall not exceed Twenty Thousand Dollars ($20,000). Certificates of insurance
(certified copies of the policies may be required) shall be delivered to
Landlord prior to the Lease Commencement Date and annually thereafter at
least thirty (30) days prior to the expiration date of the old policy. Tenant
shall have the right to provide insurance coverage which it is obligated to
carry pursuant to the terms hereof in a blanket policy, provided such blanket
policy expressly affords coverage to the Premises and to Landlord as required
by this Lease. Each policy of insurance shall provide: (i) notification to
Landlord at least thirty (30) days prior to any cancellation or modification
to reduce the insurance coverage; (ii) that any loss shall be payable
notwithstanding any act or negligence of the insureds which might otherwise
result in the forfeiture of said insurance, (iii) that the insurance company
issuing the same shall have no right of subrogation against the Landlord, and
(iv) if available without additional premium, that as to the interest of
Landlord, the insurance afforded by the policy shall not be invalidated by
any breach or violation by Tenant of any of the warranties, declarations or
conditions in the policy.

11.3 Landlord's Self Help. In the event Tenant does not purchase the
insurance required by this Lease or keep the same in full force and effect,
Landlord may, but shall not be obligated to purchase the necessary insurance
and pay the premium prior to any such required insurance coverage expiration.
Tenant shall repay to Landlord, as additional rent, any and all expenses
(including reasonable attorneys' fees) and damages which Landlord may sustain
by reason of the failure of Tenant to obtain and maintain insurance.

XII. LANDLORD'S INSURANCE

At all times during the Lease Term, Landlord will maintain (a) fire and
extended coverage insurance covering the Building (including without
limitation sprinkler leakage and rental interruption insurance coverage) and
Landlord's Work at full replacement cost and (b) public liability and
property damage insurance in an amount customary for properties which are
comparable to the Building, as determined by Landlord in its reasonable
discretion, such amount being at least that of combined single limit of not
less than Three Million Dollars ($3,000,000) per occurrence with a Five
Million Dollar ($5,000,000) aggregate limit and excess umbrella liability
insurance in the amount of Five Million Dollars ($5,000,000). Landlord shall
also have the right to obtain such other types and amounts of insurance
coverage including, but not limited to, coverage on the Building and
Landlord's liability in connection with the Building as are customary or
advisable for a first class office building in the Mount Laurel, New
Jersey-Suburban Philadelphia area, as determined by Landlord in Landlord's
reasonable discretion. Tenant shall be named as an additional insured, as its
interest may appear, on the aforesaid policies. Tenant acknowledges and
agrees that all premiums for insurance obtained by Landlord pursuant to this
Section 12 shall be included within "Other Operating Costs," as such term is
defined in Section 9.1.3 above. Tenant shall not engage in any activity or
store any product or material in the demised Premises which will make the
Building uninsurable. Nothing in this Section 12 shall operate or be
construed to modify Tenant's obligation to insure the fixtures, equipment,
machinery, tenant improvements and betterments and contents of or in the
Premises.

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XIII. DAMAGE OR DESTRUCTION.

13.1. Intentionally Omitted.

13.2. Termination for Material or Uninsured Damages. If the Buildings
shall be destroyed or damaged by fire or other casualty insured against under
Landlord's fire and extended coverage insurance policy to the extent that
more than twenty percent (20%) thereof is rendered untenantable, or if the
Buildings shall be materially destroyed or damaged to the extent that the
restoration of such, in Landlord's reasonable discretion, is not economical
or feasible to be completed within one hundred eighty (180) days, or if the
Buildings shall be materially destroyed or damaged by any other casualty
other than those covered by such insurance policy, notwithstanding that the
Premises may be unaffected directly by such destruction or damage, Landlord
may, at its election, terminate this Lease by notice in writing to Tenant
within sixty (60) days after such destruction or damage (the "Landlord
Non-Repair Notice"). Such Landlord Non-Repair Notice shall be effective
thirty (30) days after receipt thereof by Tenant. In addition to the
foregoing, if Landlord advises Tenant that the Premises cannot be repaired
within 180 days, as set forth in writing by Landlord given to Tenant within
sixty (60) days of the casualty or if such Landlord Non-Repair Notice is not
given to Tenant, then Tenant may terminate this Lease by giving Landlord
written notice of such termination within thirty (30) days of the date
Landlord was required to give Tenant the Landlord Non-Repair Notice.

13.3. Business Interruption. No damages, compensation or claim shall be
payable by Landlord for inconvenience or loss of business arising from
interruption of business, repair or restoration of the Building or Premises.
The provisions of this Article 13 are in lieu of any statutory termination
provision allowable in the event of casualty damage.

13.4. Repairs. Landlord's repair obligations, should it elect to
repair, shall be limited to the Base Building, common areas and the interior
improvements to the Premises (if any) installed by Landlord. Landlord shall
use reasonable efforts to commence such repairs and restorations within a
reasonable period after Landlord elects to restore the Premises, and to
complete such repairs within a reasonable time period thereafter. Tenant
acknowledges that any such repairs or restorations shall be subject to
applicable laws and governmental requirements, the requirements of and delays
resulting from any of the foregoing shall not constitute a breach of this
Lease by Landlord as long as Landlord uses reasonable efforts to commence and
complete such repairs and restorations in a timely fashion. Anything herein
to the contrary notwithstanding, if twenty percent (20%) or more of the
Premises are destroyed or damaged during the last twelve (12) months of the
Lease Term, then either Landlord or Tenant may, at its option, within sixty
(60) days of the casualty, cancel and terminate this Lease (by written notice
to Tenant) as of the date of the occurrence of such damage; provided,
however, if the casualty occurs during the last 12 months and Tenant
exercises its renewal option pursuant to Section 50 hereof, neither party
shall have the right to terminate the Lease.

XIV. MACHINES AND EQUIPMENT; ALTERATIONS AND ADDITIONS; REMOVAL OF FIXTURES.

14.1. Machinery and Floor Load, etc. Tenant shall not place a load upon
the floor of the Premises exceeding eighty (80) pounds live load per square
foot without Landlord's prior written consent. Business machines, mechanical
equipment and materials belonging to Tenant which cause vibration, noise,
cold, heat or fumes that may be transmitted to any part of the Building or to
any other leased space therein to such a degree as to be objectionable to
Landlord or to any other tenant in the Building shall be placed, maintained,
isolated, stored and/or vented by Tenant at its sole expense so as to absorb
and prevent such vibration, noise, cold, heat or fumes. Tenant will not
install or operate in the Premises any electrical or other equipment, other
than such equipment as is commonly used in modern offices (specifically
excluding mainframe computers), without first obtaining the prior consent in
writing of Landlord, who may condition such consent upon the payment by
Tenant of additional rent in compensation for excess consumption of water
and/or electricity, excess wiring and other similar requirements, and any
changes, replacements or additions to any base building system, as may be
occasioned by the operation of said equipment or machinery.

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14.2. Alterations, Personalty, Removal. Except as set forth in Section
14.2.2, Tenant shall not make or allow to be made any alterations, additions
or improvements to or on the Premises without first obtaining the written
consent of Landlord, pursuant to the terms of Section 14.2.2, below. Any
alterations, additions or improvements, including, but not limited to, wall
covering, paneling and built-in cabinet work, but excepting movable furniture
and trade fixtures, (A) shall be made (i) at Tenant's sole expense, (ii)
according to plans and specifications reasonably approved in writing by
Landlord, (iii) in compliance with all applicable laws, (iv) by a licensed
contractor, and (v) in a good and workmanlike manner; (B) shall conform with
the requirements of Section 14.2.1, below; (C) shall not diminish the utility
of the buildings or substantially diminish the value of the Buildings or the
Premises (D) shall be fully paid for by Tenant without any liens being filed;
(E) shall at once become a part of the realty; and (F) shall be surrendered
with the Premises unless Landlord requires removal of same and restoration of
the Premises to their condition as of the Acceptance Date, which Landlord may
require ("Alteration Restoration") unless Landlord's consent to such
alteration, when given, includes a writing waiving Alteration Restoration as
to the Alteration in question. Upon the expiration or sooner termination of
the Lease Term, unless waived in writing at the time Landlord granted its
approval, Tenant shall, upon written demand by Landlord, at Tenant's sole
expense, with due diligence, remove any alterations, additions, or
improvements made by Tenant, designated by Landlord to be removed, and repair
any damage to the Premises caused by such removal unless Landlord has waived
Alteration Restoration with respect thereto as set forth in the immediately
preceding sentence. Tenant shall remove all of its movable property and trade
fixtures which can be removed without damage to the Premises at the
termination or expiration of this Lease, and shall pay Landlord any damages
for injury to the Premises or Buildings resulting from such removal. All
items of Tenant's personal property that are not removed from the Premises or
the Buildings by Tenant within 30 days of the termination of this Lease or
when Landlord has the right of reentry, shall be deemed abandoned and became
the exclusive property of Landlord, without further notice to or demand upon
Tenant; and any and all costs associated with the removal of such property
(other than alterations and improvements previously approved by Landlord and
permitted under such approval to be surrendered with the Premises) shall be
payable by Tenant. Tenant's obligation under this Paragraph 14.2 shall
survive the expiration or termination of this Lease.

14.2.1. First Class Materials and Other Requirements. All labor and
materials furnished by or on behalf of Tenant under or pursuant to this
Lease shall be first class, not less than the caliber and quality which
exists in the Premises and by contractors approved in writing by Landlord and
shall be accomplished at times so as not to unreasonably disturb the
activities of other tenants. Tenant shall not install any alterations,
additions or improvements in such a manner as to compromise the structural
integrity of the Premises or any part thereof. The labor and materials shall
be installed in complete conformity to all applicable statutes, codes,
ordinances and regulations.

14.2.2. Procedure; Landlord Consent. Subject to the other
restriction and requirements of this Section 14.2, Landlord agrees that it
will not unreasonably withhold or delay its consent to any proposed interior
addition, alteration or improvement hereunder. Tenant agrees to submit to
Landlord sealed plans and specifications (including, without limitation, all
applicable construction drawings, and mechanical, electrical and plumbing
plans and specifications) along with the name and address of the proposed
contractor and all subcontractors as part of any request for Landlord
approval made hereunder, and Tenant shall not be authorized to perform any
such addition, alteration or improvement until Landlord's consent has been
obtained as aforesaid. Landlord shall not be obligated to review any
additional, alteration or improvement proposed by Tenant until Tenant has
submitted complete plans and specifications as specified above. Prior to
commencing the work, Tenant will furnish Landlord with copies of all
governmental permits and certificates establishing that its contractor and
subcontractors have adequate insurance coverages and waivers of lien. Upon
completion of the work, Tenant will submit to Landlord as-built drawings and
certificates of inspection, certifying the satisfactory completion of the
alteration, addition or improvement. Notwithstanding the foregoing, (a)
Tenant shall not require Landlord's prior written consent for non-structural
alterations of up to $100,000 for any single project, but all other
requirements of this Section 14.2 shall apply, including but not limited to,
notice to Landlord containing Tenant's plans, so that, inter alia, Landlord
may determine if Tenant is complying with the provisions hereof; and (b)
Landlord may withhold its consent for any reason, which need not be
reasonable, as to any alteration which would (i) add a mezzanine; (ii)
increase the floor area or change the floor plan of the Premises; (iii) be a
structural alteration; (iv) be an exterior alteration; or (b) results in the
premises being subdivided into more than one (1) rental unit.

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14.2.3. Master Key. Landlord either has or is in the process of
installing a master key system. Tenant therefore agrees that under no
circumstances will it change any of the exterior locks thereby making it
impossible for the Landlord to gain access with its master key.

XV. ACCEPTANCE OF PREMISES; TERM COMMENCEMENT.

15.1. Lease Commencement Date.

(a) As set forth in Section 1.3 above, the Lease
Commencement Date shall be the "Acceptance Date" as defined in this Section
15. Landlord agrees to perform "Landlord's Work" as defined in, and subject
to the provisions of, Exhibit G hereto and Articles 14 and 16 hereof.
Landlord's Work shall be deemed substantially completed upon (i) delivery to
Tenant of an architect's certificate of readiness certifying that Landlord's
Work is substantially completed, all building systems are operational and
functional in accordance with Class "A" building standards, and the Premises
are ready for occupancy, and (ii) Landlord's obtaining all final governmental
inspection approvals and certificates of occupancy necessary to use and
occupy the Premises and for Tenant to install its fixtures, office equipment
furniture and other contents within the Premises (but which Tenant
acknowledges specifically excludes any final non-residential use
permit/occupancy permit, to the extent the same cannot be obtained until
after Tenant has installed its fixtures, office equipment furniture and other
contents and which shall, in such event, be Tenant's responsibility).

(b) Within three (3) business days after the architect gives
such notice, Tenant shall make such inspection of the Premises (which
inspection shall be conducted by Tenant together with a representative of
Landlord) as Tenant deems appropriate, and, fourteen (14) days (such period
to be utilized by Tenant to install Tenant's systems, furniture, phones,
cabling, telephones, etc. (the "Installation Period") after the earlier of
such third (3rd) business day after notice or the actual date of such
inspection shall be referred to as the "Acceptance Date" and, except as
otherwise notified by Tenant in writing to Landlord within the Warranty
Period (as herein defined), Tenant shall be deemed to have accepted the
Premises in their condition as of the Acceptance Date and that the Premises
were on such date in satisfactory condition, order and repair, subject only
to punch list items (as set forth below), and latent defects which would not
be discovered by a visual inspection of the Premises. If, as a result of the
joint inspection of the Premises, Tenant discovers deviations or variations
from the plans and specifications for Tenant's improvements of a nature
commonly found on a "punch list" (as that term is used in the construction
industry), Tenant shall promptly notify Landlord's representative of all such
deviations; provided, however, that Landlord shall make the final reasonable
determination as to which items constitute punch list items which Landlord is
required to remedy.

15.1.1. Rent Commencement Date Postponed. The existence of any such
punch list items shall not postpone the Acceptance Date nor the Lease
Commencement Date of this Lease nor the obligation of Tenant to pay Rent,
additional rent or any other charges due under this Lease (unless Tenant is
prevented from obtaining a non-residential use permit for the Premises solely
due to the existence thereof, in which event the Rent Commencement Date
("RCD") shall occur on the date Landlord remedies the punch list item(s)
giving rise to such problem, but only if Tenant has not commenced conducting
business in the Premises, in which event, the date of such commencement, if
prior to the Landlord's remedy of the offending punch list item(s), shall be
the RCD). Landlord agrees to use reasonable efforts to remedy any punch list
items within a reasonable time after such joint inspection.

15.1.2. (a) Notwithstanding anything to the contrary
contained herein including the completion of the Premises in accordance
with the terms hereof), Tenant shall not be obligated to, but Tenant, as its
option may, accept the Premises and trigger the LCD during the months of
December, 1997, March 1998, or June, 1998, such months being mutually agreed
upon by the parties as unacceptable time periods for acceptance of the
Premises (each a "Black Out Month"). Except in the case where Tenant Delay
causes the substantial completion of the Premises to fall within a Black Out
Month (in which case Tenant shall be obligated to accept the Premises). If
the Premises are deemed substantially complete during any Black Out Month,
Tenant shall not be obligated to accept such Premises until the first day of
the month following the applicable Black Out Month.

<PAGE>

(b) Landlord and Tenant covenant and agree to use their respective
commercially reasonable efforts to cooperate with each other and applicable
third parties so that the Premises are substantially complete as soon as
possible, but Tenant shall have the option, but not the obligation, to accept
the Premises from Landlord prior to January 20, 1998 if Landlord has
completed the Landlord Work.

(c) Subject to the other provisions of Article 15, on the Acceptance
Date, Tenant shall commence payment of Rent, additional rent and all other
charges and obligations required under this Lease. The parties acknowledge
that Tenant is currently a tenant under an existing lease for space at 351
New Albany Road, Moorestown, New Jersey (the "Historic Lease"). Tenant
represents and warrants that Tenant has the right to terminate the Historic
Lease upon providing Historic Landlord with one hundred eighty (180) days
prior written notice. Landlord shall credit against the charges and Rent due
under this Lease, the base rent and additional rent due (as reasonably
documented by Tenant) under the Historic Lease from and after the Acceptance
Date hereunder (such amount being estimated at $22,000 per month) (the
"Historic Lease Credit") through and until February 15, 1998. In addition to
the foregoing, in the event that Tenant sends the termination notice in
accordance with the terms hereof, and Tenant is unable to occupy the Premises
due circumstances other than Tenant Delay such that Tenant becomes a holdover
tenant in the Lease premises, Landlord shall indemnify, protect and defend
Tenant from any eviction or dispossess action, reasonably documented holdover
damages, operating expenses and any additional charges due to Landlord under
the terms of the Historic Lease. The parties acknowledge and agree that the
aforesaid credit shall not include, nor be applicable to, amounts due
Historic Landlord for past breaches of the Historic Lease by Tenant, late
fees, penalties due to late payment, default interest due to late payment and
charges imposed on Tenant due to destruction or injury to Historic Lease
premises. Landlord shall be permitted to negotiate a settlement with Historic
Landlord to mitigate the Historic Lease Credit during the Installation Period.

(d) "Full Rent Commencement Date" shall be the date upon which the
Historic Lease Credit is no longer applicable due to the expiration of the
Historic Lease.

15.2. Commencement Date Declaration. Landlord and Tenant hereby agree to
execute a Declaration, substantially in the form attached hereto as Exhibit
G, to confirm the Lease Commencement Date and the Full Rent Commencement
Date. Failure to execute said Declaration shall not affect the commencement
or expiration of the Lease Term.

XVI. LANDLORD'S BASE BUILDING.

Landlord has agreed to make the improvements to the Premises, (such work
to be referred to hereinafter as "Landlord's Work)", pursuant to and in
accordance with the Tenant TI Allowance limitations and the provisions
governing the planning, construction, scope of work and terms of payment as
set forth in Exhibit H, which, is incorporated herein by this reference.

XVII. ACCESS.

Tenant shall permit Landlord and its agents to enter the Premises at all
reasonable times upon 24 hours prior notice to Tenant to inspect or examine
the Premises; to show the Premises to prospective tenants, or interested
parties such as prospective lenders and purchasers; to exercise its rights
and perform its obligations under this Lease; to clean, repair, alter or
improve the Premises or the Building; to discharge Tenant's obligations when
Tenant has failed to do so within a reasonable time after written notice from
Landlord; to post notices of non-responsibility and similar notices and "For
Sale" signs and to place "For Lease" signs upon or adjacent to the Buildings
or the Premises at any time within nine (9) months of the expiration of the
Lease Term; provided, however, Landlord may maintain its standard "Space
Available" signs at the locations currently in existence outside the 4000
Building. Tenant shall permit Landlord and its agents to enter the Premises
at any time in the vent of an emergency. If representatives of Tenant shall
not be present to open and permit entry into the Premises at any time when
such entry by Landlord is necessary or permitted hereunder, Landlord may
enter by means of a master key (or forcibly in the event of an

<PAGE>

emergency) without liability to Tenant and without such entry constituting an
eviction of Tenant or termination of this Lease. Tenant shall not change any
lock leading into the Premises whereby Landlord would not be able to enter
with master key. Tenant shall have unrestricted access to the Premises, 24
hours a day each day of the year. When reasonably necessary, Landlord may
temporarily close entrances, doors, corridors, elevators or other facilities
without liability to Tenant by reason of such closure.

XVIII. WAIVER OF SUBROGATION.

Tenant and Landlord, respectively, hereby release each other from any
and all liability or responsibility to the other for anyone claiming by,
through or under it or them by way of subrogation or otherwise for any loss
or damage to property covered by any insurance then in force, even if such
loss or damage shall have been caused by the fault or negligence of the other
party or anyone for whom such party may be responsible; provided, however,
that this release shall be applicable and in force and effect only with
respect to any loss or damage occurring during such time as the policy or
policies of insurance covering said loss shall contain a clause or
endorsement to the effect that this release shall not adversely affect or
impair such insurance or prejudice the right of the insured to recover
thereunder. Landlord and Tenant agree to use all reasonable efforts to obtain
a "waiver of subrogation" endorsement, as described in the preceding
sentence, in any all-risk/casualty insurance policy obtained by each of them
pursuant to this Lease.

XIX. INDEMNIFICATION AND WAIVER OF CERTAIN CLAIMS.

19.1 Indemnification.

19.1.1. Tenant. Tenant shall and does hereby indemnify and hold
harmless Landlord, its agents, employees, officers, directors, partners,
shareholders, lenders and any master lessor, which indemnity shall encompass
all costs and expenses, including reasonable attorneys' fees and costs
incurred or sustained by the indemnitees, from and against any and all
liabilities, judgments, demands, causes of action, claims, losses, damages
for injury or death to persons, and for damage to property not covered under
the all-risk casualty insurance policies required under this Lease arising
(i) out of the use, occupancy, conduct, operation, or management of the
Premises by, or the willful misconduct or direct negligence of, Tenant, its
officers, contractors, licensees, Agents, servants, employees, guests,
invitees, or visitors in or about the Buildings, or (ii) from any breach or
default by Tenant, or its Agents, employees and contractors, under this
Lease. This indemnification shall survive expiration and termination of this
Lease. This provision shall not be construed to make Tenant responsible for
loss, damage, liability or expense associated with bodily injuries, death to
third parties or uninsured property damage to the extent caused by the
negligence of Landlord, or its officers, contractors, licensees, agents,
employees or invitees. Tenant shall, at Tenant's expense, and by counsel
reasonably satisfactory to Landlord, defend Landlord in any action or
proceeding arising from any such claim.

19.1.2. Landlord. Landlord shall and does hereby indemnify and
hold harmless Tenant, its agents, employees, officers, directors, partners
and shareholders, which indemnity shall encompass all costs and expenses,
including reasonable attorneys' fees and costs incurred or sustained by the
indemnitees, from and against any and all liabilities, judgments, demands,
causes of action, claims, losses, damages for injury or death to persons, and
for damage to property not covered under the all-risk casualty insurance
policies required under this Lease arising (i) out of the use, operation, or
management of the Premises by, or the willful misconduct or direct negligence
of, Landlord, its officers, contractors, agents, servants or employees, in or
about the Buildings, or (ii) from any breach or default by Landlord or its
agents, employees and contractors, under this Lease. This indemnification
shall survive expiration and termination of this Lease. This provision shall
not be construed to make Landlord responsible for loss, damage, liability or
expense associated with bodily injuries, death to third parties or uninsured
property damage to the extent caused by the negligence of Tenant or its
officers, contractors, licensees, agents, employees or invitees. Landlord
shall, at Landlord's expense, and by counsel reasonably satisfactory to
Tenant, defend Tenant in any action or proceeding arising from any such claim.

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<PAGE>

19.2. Waiver of Certain Claims.

19.2.1. Except as otherwise in this Lease provided or as provided
by law, Landlord and Landlord's agents, servants and employees shall not be
liable for, and Tenant hereby releases and relieves Landlord, its agents,
servants and employees from, all liability in connection with any insurable
damage to or loss of Tenant's property, or insurable loss or interruption of
business occurring to Tenant, servants and employees in or about or arising
out of the Premises, from (a) any fire, other casualty, accident, occurrence
or condition in or upon the Premises or the Building; (b) any defect in or
failure of (i) plumbing, sprinkling, electrical, heating or air conditioning
systems or equipment, telecommunication conduit, lines and equipment or any
other systems and equipment of the Premises and the Building, and (ii) the
elevators, stairways, railings or walkways of the Building; (c) any steam,
gas, oil, water, rain, or snow that may leak into, issue or flow from any
part of the Premises or the Building from the drains, pipes, roof, or
plumbing, sewer or other installation of same, or from any other place or
quarter; (d) the breaking or disrepair of any installations and equipment;
(e) the falling of any fixture or any wall or ceiling materials; (f) damaged
or broken interior or exterior glass; (g) patent defects; (h) the exercise of
any rights by Landlord authorized under the terms and conditions of this
Lease; (i) any acts or omissions of the other tenants or occupants of the
Building or of nearby buildings; (j) any acts or omissions of other persons;
(k) any acts or omissions of Landlord, its agents, servants and employees;
and (l) theft, acts of God, public enemy, injunction, riot, strike,
insurrection, war, court order or any order of any governmental authorities
having jurisdiction over the Premises, provided the foregoing release shall
not extend to loss or damage arising by reason of the willful misconducts of
Landlord or its agents, servants or employees.

19.2.2. Except as otherwise provided in this Lease or as provided
by law, Tenant shall not be liable for, and Landlord releases and relieves
Tenant, its agents, servants and employees from all liability in connection
with any insurable damage or loss of Landlord's property, arising from (a)
any fire, other casualty, accident, occurrence or condition in or upon the
Premises or the Building; (b) any defect in or failure of (i) plumbing,
sprinkling, electrical, heating or air conditioning systems or equipment,
telecommunication conduit, lines and equipment or any other systems and
equipment of the Premises and the Building, and (ii) the elevators,
stairways, railings or walkways of the Building; (c) any steam, gas, oil,
water, rain, or snow that may leak into, issue or flow from any part of the
Premises or the Building from the drains, pipes, roof, or plumbing, sewer or
other installation of same, or from any other place or quarter; (d) the
breaking or disrepair of any installations and equipment; (e) the falling of
any fixture or any wall or ceiling materials; (f) damaged or broken interior
or exterior glass; (g) patent defects; (h) the exercise of any rights by
Tenant authorized under the terms and conditions of this Lease; (i) any acts
or omissions of the other tenants or occupants of the Building or of nearby
buildings; (j) any acts or omissions of Tenant, its agents, servants and
employees and (k) theft, acts of God, public enemy, injunction, riot, strike,
insurrection, war, court order or any order of any governmental authorities
having jurisdiction over the Premises, provided the foregoing release shall
not extend to loss or damage arising by reason of the willful misconduct of
Tenant or its agents, servants or employees.

19.2.3. The waivers of certain insurable losses or damages, as set
forth in subsections 19(A)(1) and 19(A)(2), above, shall apply without regard
to whether Landlord or Tenant (as the case may be) has actually obtained
insurance covering such loss or damage.

XX. ASSIGNMENT AND SUBLETTING.

20.1. Sublet. Except with respect to a sublet of less than 11,737
square feet of rentable space at the 4000 Building which shall not require
Landlord's consent, Tenant shall have no right to sublet all or any part of
the Premises without the prior written approval of Landlord, which approval
shall be given or not within thirty (30) days of Landlord's receipt of all
Landlord Information required hereunder and which approval shall not be
unreasonably withheld or delayed, provided that Tenant makes written request
for such approval as otherwise set forth in this Article 20. On any approved
subletting of all or any part of the Premises and with respect to subletting
of less than 11,737 square feet of rentable space at the 4000 Building, (a)
Landlord shall receive from Tenant 50% of the net profit derived by Tenant
from the subletting, and (b) Tenant shall remain liable for all obligations
of "Tenant" under this Lease (including obligations applicable to the
subleased premises and the balance of the Premises). In the event

26
<PAGE>

of default by Tenant under the terms and conditions of this Lease at
such time that all or part of the Premises are then sublet, Landlord may
collect directly from the subtenants(s) all rents becoming due to Tenant
under the Sublease(s) and apply such rents against any sums due to Landlord
by Tenant under this Lease, without the same being deemed a cure by Tenant of
such default and without in any way limiting Landlord's right to exercise any
and all remedies available to Landlord by virtue of such default; and in the
event Landlord wishes to make direct collections of rent from any such
subtenant, Tenant hereby authorizes and directs such Subtenant(s) to make
such payment of rent to Landlord upon receipt of notice from Landlord. Such
collection of rent by Landlord shall not constitute a novation or a release
of Tenant from its liability under the terms and conditions of this Lease.
This subsection shall also apply to and permit a sublet of less than 25% of
the 2000 building by Tenant pursuant to the terms of this Subsection if, and
only if, Tenant is then occupying the entire 2000 Building.

20.2 Assignment. Tenant shall have no right to make an
assignment of this Lease without the prior written approval of Landlord which
approval shall not be unreasonably withheld or denied, provided that Tenant
makes written request for such approval as otherwise required under this
Article 20. On any approved assignment of this Lease, (i) Landlord shall
have the right to approve the assignee and the assignment documents (the
assignee must agree therein to assume all terms, conditions and obligations
of the Lease), and (ii) Landlord shall received from Tenant 50% of the net
profit derived by Tenant from the assignment.

20.3 Definition of "Reasonable." for purposes of this Section 20 and
without limiting the basis upon which Landlord may deny its consent to any
proposed assignment or sublease, it shall not be unreasonable for Landlord to
deny or withhold its approval to a proposed assignment or sublet if: (i)
other evidence exists that the proposed assignee or sublessee will experience
any substantial difficulty in satisfying its financial or other obligations
under this Lease; (ii) the portion of Tenant's Premises requested to be
sublet renders the balance of Tenant's Premises unleaseable as a separate
area; or (iii) Landlord or any of its affiliates (or any other landlord,
provided in such case Landlord delivers to Tenant reasonable documentation
thereof) has experienced excessive problems (including, but not limited to
uncured defaults, chronic late payments, bankruptcies, and other property
management problems) with the proposed assignee or sublessee. For purposes
of this Section 20.3, a proposed assignee or sublessee shall have made
"chronic late payments" whenever same has failed to make all of its payments
under a lease when due more than three (3) times in any twelve (12) month
period. In addition to the foregoing, if the proposed assignee has a net
worth of at least Sixty Million Dollars ($60,000,000) and the proposed
assignment occurs after the expiration of the last day of the fourth lease
year, Landlord agrees to release Tenant from the Lease after such assignment
if the assignee does not violate the criteria set forth above and the
assignee posts a security deposit equal to four month's rental charges due
hereunder at the time of such assignment (collectively, the "Release
Criteria").

20.4. Waiver. The written approval of Landlord to one or more
sublettings or assignments shall not operate as a waiver of Landlord's right
to approve any further sublettings and assignments. In addition, Landlord's
approval of a sublease shall not create privity of contract between Landlord
and the sublessee (except to the extent set forth in the written agreement
between the parties at such time).

20.5. Other Encumbrances. Tenant shall not (a) mortgage, pledge or
otherwise encumber its interest in this Lease or (b) grant any license,
concession or other right of occupancy of any portion of the Premises,
without the prior written consent of Landlord, which may be withheld by
Landlord in Landlord's sole discretion.

20.6. ISRA. As a condition precedent to Tenant's right to sublease the
Premises or to assignment this Lease other than under subparagraph 20.9.
Tenant shall, at Tenant's own expense, comply with ISRA.

20.7. ISRA Documents. Tenant shall promptly furnish to Landlord true
and complete copies of all documents, submissions and correspondence provided
by Tenant to the Element (as defined in Section 5.1 above) and all documents,
reports, directives and correspondence provided by the Element to Tenant.
Tenant shall also promptly furnish to Landlord ture and complete copies of
all sampling and test results obtained from samples and test taken at and
around the Premises.

<PAGE>

20.8. Affiliated Entity. Notwithstanding anything to the contrary in
this Lease, Landlord's written consent shall not be required for any sublease
or assignment of this Lease to any other entity which controls or is
controlled by Tenant or is controlled by Tenant's parent, but only for such
period as such control lasts, provided, however, that in such event and with
respect to all other assignments and sublettings, Tenant shall continue to
remain fully liable under the Lease. Tenant shall be required to give
Landlord thirty (30) days written notice in advance of any such subleasing or
assignment. Any other transfer of ownership interests in Tenant shall be
deemed to constitute an assignment of this Lease, subject to Landlord's
consent as aforesaid. In addition, Landlord's written consent shall not be
required for any sublease or assignment of this Lease to an entity in
connection with the sale of substantially all of the business conducted at
the Premises; provided, however, Landlord shall not be obligated to release
Tenant unless such assignee or subtenant meets or exceeds the Release
Criteria.

20.9. Actual User. Tenant agrees that any subleasing or
assignment to any person, firm, partnership or corporation which is not an
intended actual user of the Premises is absolutely prohibited and Landlord
shall have the right to withhold or deny its consent to any such subleasing
or assignment (and it shall not be unreasonable under this Section 20 for
Landlord to deny or withhold such consent.)

20.10. Default. Notwithstanding the foregoing, no sublease or
assignment shall be permitted under this Lease if, at the time Tenant seeks
approval therefor or at any time thereafter until such sublease or assignment
becomes effective and is implemented, Tenant is in default.

20.11. Landlord Information.

(a) In connection with a proposed sublet or assignment, even if
Landlord's approval is not required. Tenant shall notify Landlord in writing
of the proposed assignee or subleasee, (the "Proposed Tenant Notice") which
notice shall contain all of the following information. If Landlord reasonably
requires additional information, it shall promptly notify Tenant thereof and
the giving of the Proposed Tenant Notice shall not be deemed to have been
given until Landlord receives such additional information.

(A) a statement by Tenant that the proposed sublease or
assignment is a bona fide transaction and that Tenant and the proposed
assignee or sublessee are ready and willing to enter into such sublease or
assignment agreement, subject to reasonable conditions;

(B) the legal name of the proposed assignee or sublessee,
and the name under which such assignee or sublessee proposes to conduct
business;

(D) the proposed business to be conducted by such assignee
or subtenant;

(E) current financial statements of the proposed assignee or
subtenant (or the proposed guarantor thereof); and

(F) the names, addresses and telephone numbers of the
officers and principals of the assignee or subtenant in question.

(b) It shall be a condition precedent to any assignment or sublet
that:

(i) Tenant shall not be in default under this Lease at the
time Landlord's consent is requested or at the effective date of the
assignment or subletting.

(ii) The Premises shall be used by the assignee or subtenant
subject to and in accordance with the provisions of Article 4; and, for no
other purpose.

<PAGE>

(iii) Tenant shall pay to Landlord a sum equal to
(1) fifty percent (50%) of any rent or other consideration paid to Tenant by
any assignee or subtenant which is in excess of the Rent then being paid by
Tenant to Landlord pursuant to the terms of this Lease, and (2) fifty percent
(50%) of any other net profit or gain realized by Tenant, as additional rent
immediately upon receipt thereof by Tenant.

(iv) In the case of an assignment, it shall provide
for the assignment of Tenant's entire interest of this Lease and the
acceptance by the assignee of said assignment and its assumption and
agreement to perform directly for the benefit of Landlord all of the terms
and provisions of this Lease on Tenant's part to be performed.

(v) In the case of a subletting, it shall be
expressly subject to all of the obligations of Tenant under this Lease and
the further condition and restriction that the sublease shall not be
assigned, encumbered or otherwise transferred or the subleased premises
further sublet by the sublessee in whole or in part, or any part thereof
suffered or permitted by the sublessee to be used or occupied by others,
without the prior written consent of Landlord in each instance, such consent
not to be unreasonably withheld, delayed or denied.

(c) Landlord shall be furnished with a true copy of the
assignment or sublease within a reasonable time after its execution.

XXI. SIGNS; ADVERTISING.

Tenant shall not display any sign, graphics, notice, picture, or
poster, or any advertising matter whatsoever, anywhere in or about the
Premises or the Buildings at places visible from anywhere outside or at the
entrance to the Premises without first obtaining Landlord's written
consent thereto, which consent, as to Tenant's "exterior signs" (defined
below) at the 4000 Building shall not be unreasonably withheld, and as to all
other signs may be withheld in Landlord's sole discretion. All Tenant signs
shall be non-moving and non-flashing and shall comply with all applicable
local regulations or ordinances, and notwithstanding the foregoing. Landlord
shall have the right to deny its consent to any sign which does not so
comply. Tenant shall be responsible to maintain any permitted signs and
remove the same at Lease termination. If Tenant shall fail to do so, Landlord
may do so at Tenant's cost. Tenant shall be responsible to Landlord for any
damage caused by the installation, use, maintenance or removal of any such
signs. Tenant's "exterior signs" shall mean (a) Building facade signs, and
(b) one sign on the existing monument sign located as indicated on Exhibit 1.
Installation of exterior signage may be paid for out of the Tenant TI
Allowance. Attached hereto as Exhibit J is a letter from Mount Laurel
Township which identifies the applicable Township Resolution regarding a
historic facade sign to be attached to the 4000 Building. Landlord hereby
consents to Tenant's erection of an exterior facade sign on the 4000 Building
in accordance with all applicable municipal ordinances.

XXII. LIENS.

Tenant shall keep the Premises and the Buildings free from any liens
arising out of any work performed, materials ordered or obligations incurred
by or on behalf of Tenant, and Tenant hereby agrees to indemnify and hold
Landlord, its agents, employees, independent contractors, officers,
directors, partners and shareholders harmless from any liability, cost or
expense for such liens pursuant to Tenant's indemnity under Section 19(A)(1).
Tenant shall cause any such lien imposed to be released of record by payment
or posting of the proper bond acceptable to Landlord within ten (10) days
after the earlier of imposition of the lien or written request by Landlord.
Tenant shall give Landlord written notice of Tenant's intention to perform
work on the Premises which might result in any claim of lien at least ten
(10) days prior to the commencement of such work to enable Landlord to post
and record a notice of non-responsibility or other notice deemed proper
before commencement of any such work. If Tenant fails to remove any lien
within the prescribed ten (10) day period, then Landlord may do so at
Tenant's expense and Tenant's reimbursement to Landlord for such amount,
including attorney's fees and costs, shall be deemed additional rent. Tenant
shall indemnify and hold Landlord harmless against any and all claims, costs,
damages, liabilities and

<PAGE>

expenses (including reasonable attorney fees) that may be brought or imposed
against or incurred by Landlord by reason of any such lien or its discharge.

XXII. DEFAULT.

23.1. Tenant's Default. A default under this Lease by Tenant shall
exist if any of the following occurs:

23.1.1. If Tenant fails to pay Rent, additional rent or any other
sum required to be paid hereunder when due, which failure is not cured within
five (5) days after receipt of written notice of such failure from Landlord;
provided, however, if Landlord has provided Tenant with written notices of
non-payment of any sums due under this Lease on three (3) prior occasions in
any twelve (12) month period during the Term of this Lease, each such twelve
month period to be viewed separately for purposes of the three prior notices
requirement, then Tenant's failure to pay Rent, additional rent or other sums
required to be paid hereunder when due shall constitute an immediate default,
without notice, cure or grace period.

23.1.2. If Tenant fails to perform any term, covenant or condition
of the Lease except those requiring the payment of money to Landlord as set
forth in Section 23.1.1 above, and Tenant fails to cure such breach within
thirty (30) days after written notice from Landlord where such breach could
reasonably be cured within such thirty (30) day period; provided, however,
that where such failure could not reasonably be cured within such thirty (30)
day period, that Tenant shall not be in default if Tenant commences such cure
within ten (10) days after Landlord first notifies Tenant of such default and
diligently thereafter prosecutes the same to completion, and in all events
within ninety (90) days after Landlord's initial notice of default unless
Tenant continues to diligently prosecute the cure of such breach which cure
reasonably takes longer than ninety (90) days and if the cost of the cure
exceeds $200,000, as reasonable estimated by Landlord, Tenant shall place
funds in an amount equal to 110% of the estimated cost of such cure with
Landlord as security for the performance of such cure (the "Cure Fund");
provided, however, upon full and complete cure of the breach to Landlord's
reasonable satisfaction, Landlord shall release the Cure Fund to Tenant;
provided further that no grace or cure period shall be permitted in the event
of a breach of this Lease involving any one or more of the following: (i)
there exists a risk or prosecution of the Landlord, (ii) there exist a
reasonable possibility of danger to the health or safety of the Landlord, the
Tenant, Tenant's invitees, or any other occupants of, or visitors to, the
Building, (iii) the default relates to the Tenant's obligation to maintain
insurance, (iv) the default relates to the assignment and subletting
provision, and (v) the default relates to a violation of Section 5 of this
Lease; the determination as to whether or not any such conditions exist to be
made in Landlord's reasonable discretion, or

23.1.3. If Tenant or any guarantor of this Lease shall (i) make an
assignment for the benefit of creditors, (ii) acquiesce in a petition in any
court in any bankruptcy, reorganization, composition, extension or insolvency
proceedings, (iii) seek, consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of Tenant or of any guarantor of this Lease
and of all or any part of Tenant's or such guarantor's property, (iv) file a
petition seeking an order for relief under the Bankruptcy Code, as now or
hereafter amended or supplemented, or by filing any petition under any other
present or future federal, state or other statute or law for the same or
similar relief, or (v) fail to win the dismissal, discontinuation or vacating
of any involuntary bankruptcy proceeding within thirty (30) days after such
proceeding is initiated; or

23.1.4. If Tenant shall have abandoned the Premises without
Landlord's consent or if Tenant has vacated the Premises or any part thereof
without complying with the obligations and responsibilities set forth herein;
or

23.1.5. The chronic delinquency by Tenant in the payment of
monthly Rent, or any other periodic payments required to be paid by Tenant
under this Lease; "Chronic Delinquency" shall mean failure by Tenant to pay
Rent, or any other periodic payments required to be paid by Tenant under this
Lease, within five (5) days after written notice thereof for any three (3)
months (consecutive or nonconsecutive) during any twelve (12) month period.
In the event of a chronic delinquency, at Landlord's option, Landlord shall
have the additional right to require that Rent be paid by Tenant
quarter-annually, in advance.

<PAGE>
23.2. Remedies. Upon a default, Landlord shall have the following
remedies, in addition to all other rights and remedies provided by law or
otherwise provided in this Lease, any one or more of which Landlord may
resort cumulatively, consecutively, or in the alternative (and no one of
them, whether or not exercised by Landlord, shall be deemed to be in
exclusion of any of the others):

23.2.1. Lease May Continue. Landlord may continue this Lease in
full force and effect, and this Lease shall continue in full force and effect
as long as Landlord does not terminate this Lease, and Landlord shall have
the right to collect Rent, additional rent and other charges when due.

23.2.2. Landlord may Terminate. Landlord may terminate this Lease,
or may terminate Tenant's right to possession of the Premises, at any time by
giving written notice to that effect to Tenant (which notice shall be
immediately effective once given), in which event Landlord may (but shall not
be obligated to) relet the Premises or any part thereof. Upon the giving of
a notice of the termination of this Lease, this Lease (and all of Tenant's
rights hereunder) shall immediately terminate, provided that, without
limitation, Tenant's obligation to pay Rent, to pay Tenant's Share of
Operating Costs and Property Taxes, to pay any amounts otherwise due Landlord
and to pay any damages otherwise payable under this Article 23, shall survive
such termination and shall not be extinguished thereby. Landlord covenants
to use its commercially reasonable efforts to mitigate its damages hereunder.
Upon the giving of a notice of the termination of Tenant's right of
possession, all of Tenant's rights in and to possession of the Premises shall
terminate, but this Lease shall continue subject to the effect of this
Article 23. Upon either such termination, Tenant shall surrender and vacate
the Premises in the condition required by Article 25, and Landlord may
re-inter and take possession of the Premises and all the remaining
improvements or property and eject Tenant or any of the Tenant's subtenants,
assignees or other person or persons claiming any right under or through
Tenant or eject some and not others or eject none and to remove all of
Tenant's personal property and store or dispose of same at Tenant's cost.
This Lease may also be terminated by a judgment specifically providing for
termination. Any termination under this Article 23 shall not release Tenant
from the payment of any sum then due Landlord or from any claim for damages
or Rent, additional rent or other sum previously accrued or thereafter
accruing against Tenant, all of which shall expressly survive such
termination. Upon such termination Tenant shall be liable immediately to
Landlord for all costs Landlord incurs in attempting to relet the Premises or
any part thereof, including, without limitation, broker's commissions,
expenses of cleaning and redecorating the Premises required by the reletting
and like costs. Reletting may be for a period shorter or longer than the
remaining Lease Term. No act by Landlord other than giving written notice to
Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the
Premises or the appointment of a receiver on Landlord's initiative to protect
Landlord's interest under this Lease shall not constitute a constructive or
other termination of Tenant's right to possession or of this Lease, either of
which may be effected solely by an express written notice from Landlord to
Tenant. On termination of this Lease by Landlord due to any default as set
forth in Section 23.1, Landlord shall have the right to recover from Tenant
as damages:

(a) The worth at the time of award of unpaid Rent, additional
rent and other sums due and payable which had been earned at the time of
termination; plus

(b) The worth at the time of award of the amount by which the
unpaid Rent, additional rent and other sums due and payable which would have
been payable after termination until the time of award exceeds the amount of
such rent loss that Tenant proves could have been reasonably avoided; plus

(c) The worth at the time of award of the amount by which the
unpaid Rent, additional rent or other sums due and payable for the balance of
the Lease Term after the time of award exceeds the amount of such rent loss
that Tenant proves could be reasonably avoided; plus

(d) Any other amount which is necessary to compensate
Landlord for all of the detriment proximately caused by Tenant's failure to
perform Tenant's obligations under this Lease, or which, in the ordinary
course of events, would be likely to result therefrom, including, without
limitation, any costs or expenses incurred by Landlord: (i) in retaking
possession of the Premises; (ii) in maintaining, repairing, preserving,
restoring, replacing, cleaning, altering or rehabilitating the Premises or a
portion thereof, including such acts for reletting to a

<PAGE>

new tenant or tenants; (iii) for leasing commissions associated with
reletting the Premises; (iv) for any other costs necessary or appropriate to
relet the Premises and legal fees incurred in connection with any of the
foregoing; plus

(e) At Landlord's election, such other amounts referred to or
in lieu of the foregoing as may be permitted from time to time by the laws of
the State in which the Premises are located.

The "worth at the time of award" of the amounts referred to in Sections
23.2.2(a) and (b) is computed by allowing interest at the maximum interest
rate allowed by law on the unpaid rent and other sums due and payable from the
termination date through the date of award. Each of the foregoing amounts
shall be discounted to present value using the "prime rate" as the interest
factor for the purposes of calculation. In lieu of the amounts recoverable by
Landlord pursuant to clauses (b) and (c) of this Section 23.2.2, above, but in
addition to the amounts specified in clauses (a), (d), and (e) (or any other
portion of this Section 23), Landlord may, at its sole election, recover
"Indemnity Payments," as defined hereinbelow, from Tenant. For purposes of
this Lease "Indemnity Payments" means an amount equal to the Rent and other
payments provided for in this Lease which would have become due and owing
thereunder from time to time during the unexpired Lease Term after the
effective date of the termination, but for such termination, less the Rent
and other payments, if any, actually collected by Landlord and allocable to
the Premises net of costs of collection, if any. If the Landlord elects to
pursue Indemnity Payments in lieu of the amount recoverable under clauses (b)
and (c), above, Tenant shall, on demand, make Indemnity Payments monthly, and
Landlord may sue for all Indemnity Payments at any time after they accrue,
either monthly, or at less frequent intervals. Tenant further agrees that
Landlord may bring suit for Indemnity Payments at or after the end of the
Lease Term as originally contemplated under this Lease, and Tenant agrees
that, in such event, Landlord's cause of action to recover the Indemnity
Payments shall be deemed to have accrued on the last day of the Lease Term as
originally contemplated. In seeking any new tenant for the Premises, Landlord
agrees only if mitigation is required by law (Landlord having no other
mitigation obligation), to use reasonable efforts in mitigating its damages
following any default by Tenant under this Lease provided that (i) Landlord
shall not obliged to show any preference in reletting the Premises over other
vacant space in the Building; (ii) Landlord may divide the Premises, or
combine them (or part of them) with other premises, as Landlord deems
appropriate in its sole discretion in order to relet same; and (iii) Landlord
may grant any other lease or rental concessions as Landlord deems appropriate
as part of such reletting. In no event shall Tenant be entitled to any excess
of any rental obtained by reletting over and above the rental herein
reserved. Tenant waives redemption or relief from forfeiture under any other
present or future law, in the event Tenant is evicted or Landlord takes
possession of the Premises by reason of any default of Tenant hereunder.

23.2.3. Landlord May Re-Enter. Landlord may, without terminating
this Lease, re-enter the Premises and remove all persons and property from
the Premises; such property may be removed and stored in a public warehouse
or elsewhere at the cost of and for the account of Tenant. No re-entry or
taking possession of the Premises by Landlord pursuant to this section shall
be construed as an election to terminate this Lease unless a written notice
of such intention is given to Tenant. Landlord shall have the right of
injunction, in the event of a breach or threatened breach by Tenant of any of
the agreements, conditions, covenants or terms hereof, to restrain the same
and the right to invoke any remedy allowed by law or in equity, whether or
not other remedies, indemnity or reimbursements are herein provided.

23.2.4. Tenant's Waivers. Tenant, on its own behalf and on behalf
of all persons claiming through or under Tenant, including all creditors,
does hereby specifically waive and surrender any and all rights and
privileges, so far as is permitted by law, which Tenant and all such persons
might otherwise have under any present or future law (1) to the service of
any notice to quit or of Landlord's intention to re-enter or to institute
legal proceedings, which notice may otherwise be required to be given, (2) to
redeem the Premises, (3) to re-enter or repossess the Premises, (4) to
restore the operation of this Lease, with respect to any dispossession of
Tenant by judgment or warrant of any court or judge, or any re-entry by
Landlord, or any expiration or termination of this Lease, whether such
dispossession, re-entry, expiration or termination
shall be by operation of law or pursuant to the provisions of this Lease, (5)
to the benefit of any law which exempts property from liability for debt or
for distress for rent or (6) to a trial by jury in any claim, action
proceeding or counter-claim arising out of or in any way connected with this
Lease.

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XXIV. SUBORDINATION; NON-DISTURBANCE; ATTORNMENT.

24.1. Subordination; Attornment. Subject to Section 24.2, below, this
Lease is and shall at all times be and remain subject and subordinate to the
lien of any mortgage, deed of trust, ground lease or underlying lease now or
hereafter in force against the Premises, and to all advances made or
hereafter to be made upon the security thereof. Tenant shall execute and
return to Landlord any documentation reasonably requested by Landlord in
order to confirm the foregoing subordination within ten (10) business days
after Landlord's written request. If Tenant does not provide Landlord with
such subordination documents within ten (10) business days after Landlord's
written request, then Tenant hereby appoints and authorizes Landlord to
execute such reasonable subordination documents acting as duly authorized
agent and attorney-in-fact for Tenant for such purpose only, which
appointment shall be deemed irrevocable and coupled with an interest. In the
event any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by the
Landlord covering the Premises, Tenant shall attorn to the purchaser at any
such foreclosure, or to the grantee of a deed in lieu of foreclosure, and
recognize such purchaser or grantee as the Landlord under this Lease pursuant
to the terms of the SNDA (as hereinafter defined). Tenant agrees that no
mortgagee or successor to such mortgagee shall be (i) bound by any payment or
Rent or additional rent for more than one (1) month in advance, (ii) bound by
any amendment or modification of this Lease made without the consent or
Landlord's mortgagee or such successor in interest, (iii) liable for damages
for any breach, act or omission of any prior Landlord, (iv) bound to effect
or pay for any construction for Tenant's occupancy, or (v) subject to any
claim of offset or defenses that Tenant may have against any prior Landlord.

24.2. Non-Disturbance. Landlord agrees that any future subordination of
this Lease to a new lender provided for under Section 24.1, above, shall be
subject to the condition that the lender execute and deliver a Subordination,
Non-Disturbance and Attornment Agreement, using a form substantially similar
to that which is attached as Exhibit K, which is reasonably acceptable to
Tenant providing, inter alia, that as long as Tenant is not in default
hereunder, this Lease shall not terminate, and Tenant's right of possession
and other leasehold rights shall not be disturbed in the event of a
foreclosure of any such mortgage or deed of trust (and which agreement shall
be subject to the conditions and other limitations set forth in such
standard form agreement), and upon receipt of same. Tenant agrees to promptly
execute and deliver to such lender. Attached hereto as Exhibit K is
Landlord's current lender's form of Subordination, Non-Disturbance and
Attornment Agreement (the "SNDA") which Landlord's lender will execute and
deliver within 30 days of Landlord's receipt of a fully executed Lease and
SNDA by Tenant together with the Security Deposit and first month's rent due
hereunder pursuant to Section 1.7 hereof.

XXV. SURRENDER OF POSSESSION.

Upon expiration of the Lease Term, Tenant shall promptly and peacefully
surrender the Premises to Landlord in as good condition as when received by
Tenant from Landlord or as thereafter improved, reasonable use and wear and
tear, and damage caused by casualty or condemnation excepted, all to the
reasonable satisfaction of Landlord. If the Premises are not surrendered in
accordance with the terms of this Lease, Tenant shall indemnify Landlord and
its agent, employees, independent contractors, officers, directors, partners,
and shareholders against any direct loss or liability including reasonable
attorneys' fees and costs, and including direct liability to succeeding
tenants, resulting from delay by Tenant in so surrendering the Premises. This
indemnification shall survive termination or expiration of this Lease.

XXVI. NON-WAIVER.

Waiver by Landlord of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant, or
condition(s), or any subsequent breach of the same or any other term,
covenant or condition of this Lease, other than the failure of Tenant to pay
the particular rental so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such Rent.

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XXVII. HOLDOVER.

If Tenant shall, without the written consent of Landlord, hold over after
the expiration of the Lease Term, Tenant shall be deemed a tenant at
sufferance, which tenancy may be terminated as provided by applicable state
law. During any such tenancy, Tenant agrees to pay to Landlord, each month,
damages equal to the greater of the fair market rental value for the
Premises or one hundred fifty percent (150%) of the Rent and one hundred
percent (100%) of all additional rent payable by Tenant for the last month of
the Lease Term, but payment by Tenant and acceptance by Landlord of such sums
shall not be deemed a consent to such holdover by Landlord, nor change
Tenant's status from that of a tenant at sufferance, nor preclude Landlord
from seeking other damages actually suffered by Landlord as a result of
Tenant's holdover. Tenant shall give to Landlord thirty (30) days prior
written notice of any intention to quit the Premises.

XXVIII. CONDEMNATION.

28.1. Taking. If the whole of the Premises or is taken, either
permanently or temporarily, by eminent domain or sale under threat of
condemnation by eminent domain, this Lease shall automatically terminate as
of the date title vests in the condemning authority, and Tenant shall pay all
Rent, additional rent, and other payments up to that date. If twenty percent
(20%) or more of the Premises or of such portion of the Building as may be
required for the reasonable use of the Premises, are taken, either
permanently or temporarily, by eminent domain or sale under threat of
condemnation by eminent domain then Landlord or Tenant may elect (in writing
to the other party within sixty (60) days after said taking) to: (1)
terminate this Lease from the date when possession is taken thereunder
pursuant to such proceeding or purchase, or (2) if not so terminated,
Landlord shall repair and restore, at its own expense, the portion not taken
so as to render same into an architectural whole to the fullest extent
reasonably possible, and thereafter the Rent shall be reduced (on a per
square foot basis) in proportion to the rentable portion of the Premises
taken.

28.2. Award. Landlord reserves all rights to damages to the Premises or
Building, or to the leasehold interest created hereby, for any partial or
entire taking by eminent domain or sale of lieu thereof, and Tenant hereby
assigns to Landlord any right Tenant may have to such damanges or award, and
Tenant shall make no claim against Landlord or the condemning authority for
damages for termination of Tenant's leasehold interest or for interference
with Tenant's business as a result of such taking. The foregoing
nothwithstanding,Tenant shall have the right to claim and recover from the
condemning authority separate compensation for any loss which Tenant may
incur for Tenant's moving expenses, business interruption or taking of
Tenant's personal property (but specifically excluded Tenant's leasehold
interest) under the then applicable New Jersey eminent domain code, provided
that Tenant shall not make any claim that will detract from or diminish any
award for which Landlord may make a claim.

XXIX. NOTICES.

All notices and demands which may be required or permitted to be given to
either party hereunder shall be in writing, and shall be delivered personally
or sent by United States certified mail, postage prepaid, return receipt
requested, or by Federal Express or other reputable overnight carrier, to the
addresses set out in Section 1.9, and to such other person or place as each
party may from time to time designate in a notice to the other. Notice shall
be deemed given upon the earliest of actual receipt, refusal of delivery or
on the date which is three (3) business days after the date of mailing.

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XXX. MORTGAGEE PROTECTION.

Tenant agrees to give NationsBank (at the address set forth in the
SNDA) and any other mortgagees(s) and/or trust deed holder(s) which Landlord
advises Tenant of in writing, by registered mail, a copy of any notice of
default served upon the Landlord, provided that prior to such notice Tenant
has been notified in writing (by way of notice of assignment of rents and
leases, entering into a Subordination, Non-Disturbance Agreement or
otherwise) of the addresses of such mortgagee(s) and/or trust deed holder(s).
Tenant further agrees that if Landlord shall have failed to cure such default
within the time provided for in this Lease, then the mortgagee(s) and/or
trust deed holders(s) shall have an additional thirty (30) days within which
to cure such default or if such default cannot be cured within that time,
then such additional time as may be necessary if within such thirty (30) days
any mortgagee and/or trust deed holder(s) has commenced and is diligently
pursuing the remedies necessary to cure such default (including but not
limited to commencement of foreclosure proceedings, if necessary to effect
such cure), in which event Tenant shall not have the right to pursue any
claim against Landlord, such mortgagee and/or such trust deed holder(s),
including but not limited to any claim of actual or constructive eviction, so
long as such remedies are being so diligently pursued.

XXXI. COSTS AND ATTORNEYS' FEES.

If either party hereto shall bring any action against the other party,
arising out of any breach of this Lease, (including any suit by Landlord for
the recovery of Rent, additional rent or other payments hereunder, or
possession of the Premises), then the breaching party shall pay to the
non-breaching party a sum equal to the non-breaching party's reasonable
attorneys' fees and costs in such suit, at trial and on appeal, and such
attorneys' fees and costs shall be deemed to have accrued on the commencement
of such action.

XXXII. BROKERS.

Tenant represents and warrants to landlord that neither it nor its
officers or agents nor anyone acting on its behalf has dealt with any real
estate broker other than Julien J. Studley, Inc., in the negotiating or
making of this Lease, and Tenant agrees to indemnify and hold Landlord, its
agents, employees, partners, directors, shareholders and independent
contractors harmless from all liabilities, costs, demands, judgments,
settlements, claims and losses, including reasonable attorneys fees and
costs, incurred by Landlord in conjunction with any such claim or claims of
any other broker or brokers claiming to have interested Tenant in the
Building or Premises or claiming to have caused Tenant to enter into this
Lease. Landlord shall be responsible for the payment of Julien J. Studley,
Inc.'s brokerage commission for this Lease.

Landlord represents and warrants to Tenant that neither it nor its
officers or agents nor anyone acting on its behalf has dealt with any real
estate broker other than Julien J. Studley, Inc., in the negotiating or
making of this Lease, and Landlord agrees to indemnify and hold Tenant, its
agents, employees, partners, directors, shareholders and independent
contractor harmless from all liabilities, costs, demands, judgments,
settlements, claims and losses, including reasonable attorneys fees and
costs, incurred by Tenant in conjunction with any such claim or claims of any
other broker or brokers claiming to have caused Landlord to enter into this
Lease.

The provisions of this Article 32 shall survive termination and
expiration of this Lease.

<PAGE>

XXXIII. LANDLORD'S LIABILITY AND DEFAULT.

Anything in this Lease to the contrary notwithstanding, except for (i)
the return for the security deposit, (ii) the payment of the Tenant TI
Allowance and (iii) the environmental indemnity which shall not be limited as
set forth below, but which shall be limited to the assets of Landlord, the
covenants, undertakings and agreements herein made on the part of the
Landlord are made and intended not for the purpose of binding Landlord
personally or of binding the assets of Landlord other than the Buildings, but
are made and intended to bind only the Landlord's interest in the Premises
and Buildings, as the same may, from time to time, be encumbered and no
personal liability shall at any time be asserted or enforceable against
Landlord or its stockholders, officers, trustees, members or partners or
their respective heirs, legal representatives, successors and assigns on
account of the Lease or on account of any covenant, undertaking or agreement
of Landlord in this Lease (or of the breach thereof by Landlord). In
addition, in no event shall Landlord be in default of its obligations under
this Lease unless Tenant notifies Landlord of the precise nature of the
alleged breach by Landlord, and Landlord fails to cure such breach within
thirty (30) days after the date of Landlord's receipt of such notice
(provided that if the alleged breach is of such nature that it cannot
reasonably be cured within such thirty (30) day period, then Landlord shall
not be in default if Landlord commences a cure within the thirty (30) day
period after Landlord's receipt of Tenant's notice of default and diligently
thereafter prosecutes such cure to completion).

XXXIV. ESTOPPEL CERTIFICATES.

Tenant shall, from time to time, within ten (10) days of Landlord's
written request, execute, acknowledge and deliver to Landlord or its designee
a written statement stating: the date the Lease was executed and the date it
expires; the date the Tenant entered occupancy of the Premises; the amount of
Rent, additional rent and other charges due hereunder and the date to which
such amounts have been paid; that this Lease is in full force and effect and
has not been assigned, modified, supplemented or amended in any way (or
specifying the date and terms of any agreement so affecting this Lease); that
this Lease represents the entire agreement between the parties as to this
leasing; that all conditions under this Lease to be performed by the Landlord
have been satisfied (or specifying any such conditions that have not been
satisfied); that all required contributions by Landlord to Tenant on account
of Tenant's improvements have been received (or specifying any such
contributions that have not been received); that on this date there are no
existing defenses or offset which the Tenant has against the enforcement of
this Lease by the Landlord; that no Rent has been paid more than one (1)
month in advance; that no security has been deposited with Landlord (or, if
so, the amount thereof); or any other matters evidencing the status of the
Lease, as may be required either by a lender making a loan to Landlord to be
secured by a deed of trust or mortgage against the Building, or a purchaser
of the Building. It is intended that any such statement delivered pursuant
to this paragraph may be relied upon by a prospective purchaser of Landlord's
interest or a mortgagee of Landlord's interest or assignee of any mortgage
upon Landlord's interest in the Building or any one else indicated in
Landlord's notice requesting the estoppel statement and the estoppel
statement shall so provide. If Tenant fails to respond within twenty (20)
days of receipt by Tenant of a written request by Landlord as herein
provided, Tenant shall be deemed to have given such certificate as above
provided without modification and shall be deemed to have admitted the
accuracy of any information supplied by Landlord to a prospective purchaser
or mortgagee. Landlord shall, within twenty (20) days after written request
from Tenant, supply to Tenant a similar estoppel certificate. If Landlord
fails to respond within twenty (20) days of receipt by Landlord of a written
request by Tenant as herein provided, Landlord shall be deemed to have given
such Certificate as above provided without modification and shall be deemed
to have admitted the accuracy of any information supplied by Tenant to any
prospective subtenant or assignee.

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XXXV. FINANCIAL STATEMENTS.

Within five (5) business days after Landlord's request, Tenant shall
deliver to Landlord current financial statements of Tenant and any guarantor
of this Lease, and financial statements for the two (2) fiscal or calendar
years prior to the current financial statements year, with an opinion of a
certified public accountant, including a balance sheet and profit and loss
statement for the most recent prior fiscal or calendar year, all prepared in
accordance with generally accepted accounting principles consistently applied.

XXXVI. TRANSFER OF LANDLORD'S INTEREST.

In the event of any transfer(s) of Landlord's interest in the
Premises or the Buildings and the security deposit, other than a transfer for
security purposes only, the transferor shall be automatically relived of any
and all obligations and liabilities on the part of Landlord accruing from and
after the date of such transfer, and Tenant agrees to attorn to the
transferee. Landlord's obligations hereunder shall be binding upon Landlord
only for the period of time that Landlord is in ownership of the Building;
and upon termination of that ownership, Tenant, except as to any obligations
which have then matured, shall look solely to Landlord's successor in
interest in the Building (subject to the provisions of Section 33) for the
satisfaction of each and every obligation of Landlord hereunder, provided
that Landlord has secured in writing from its successor binding assurances
that the successor will assume and continue to perform all of Landlord's
duties and obligations under the Lease, thereafter accruing.

XXXVII. RIGHT TO PERFORM.

If Tenant shall fail to pay any sum of money, other than Rent and
additional rent, required to be paid by it hereunder or shall fail to perform
any other act on its part to be performed hereunder, and (except in the event
of emergency, in which case no grace or cure period shall be applicable or
required) such failure shall continue for thirty (30) days without Tenant
diligently prosecuting the cure of such default, Landlord may, but shall not
be obligated so to do, and without waiving or releasing Tenant from any
obligations of Tenant, make any such payment or perform any such other act on
Tenant's part to be made or performed as provided in this Lease. All sums
paid by Landlord in performing Tenant's obligations, as set forth above, and
all penalties, interest and costs in connection therewith, shall be due and
payable from Tenant to Landlord on the next business day after such payment by
Landlord, together with interest thereon at the Default Rate. Landlord shall
have (in addition to any other right or remedy of Landlord) the same rights
and remedies in the event of the nonpayment of sums due under this section as
in the case of default by Tenant in the payment of Rent.

If Landlord shall fail to perform any act on its part to be
performed hereunder with respect to the 4000 Building, after written notice
of same from Tenant and such failure shall continue for thirty (30) days
without Landlord diligently prosecuting the cure of such default, Tenant may,
but shall not be obligated so to do, and without waiving or releasing
Landlord from any obligations of Landlord, perform any such act on Landlord's
part to be made or performed for the 4000 Building as provided in this Lease;
provided, however, Tenant may only exercise this right if Landlord is not
diligently prosecuting the cure of such default. All sums paid by Tenant in
performing Landlord's obligations, as set forth above, and all costs in
connection therewith, shall be due and payable from Landlord to Tenant on the
next business day after such payment by Tenant, together with interest
thereon at the Default Rate.

<PAGE>

XXXVIII. EARLY TERMINATION.

Provided Tenant is not then in a default under this Lease, Tenant
shall have the option to terminate this Lease at the end of the seventh (7th)
year from on the Full Rent Commencement Date by providing Landlord with no
more than twelve (12) months prior notice and no fewer than nine (9) months
notice and a termination fee (the "Early Termination Date") equal to the sum
of Landlord's unamortized (at 10% percent per annum) transaction costs:
including improvements, commissions, and legal fees (not to exceed $1.00 per
square foot) plus six (6) months Rent at the Base Rent rate then applicable.
Upon Tenant's written request, no earlier than sixty (60) days after the LCD,
Landlord shall provide Tenant with Landlord's then current costs for the
Landlord Work and Landlord's legal fees as of such date, such amounts to be
subject to adjustment based on Tenant's expansion and Base Rents then in
effect, if applicable. If Tenant exercises its First Offer Rights or
expansion rights, upon request, Landlord shall provide Tenant with an updated
estimate of costs incurred as they affect the Early Termination Fee. The
parties acknowledge that the failure to deliver this notice by Landlord shall
not abrogate Tenant's obligation to pay the Early Termination Fee prior to
such termination being effective.

XXXIX. SALES AND AUCTIONS.

Tenant may not display or sell merchandise outside the exterior
walls and doorways of the Premises and may not use such areas for storage.
Tenant agrees not to install any exterior lighting, amplifiers or similar
devices in or about the Premises. Tenant shall not conduct or permit to be
conducted any sale by auction in, upon or from the Premises whether said
auction be voluntary, involuntary, pursuant to any assignment for the payment
of creditors or pursuant to any bankruptcy or other insolvency proceedings.

XL. ACCESS TO ROOF.

In order to install and maintain required communications equipment for
Tenant's business on the roof of the 4000 Building and in an area not to
exceed 100 square feet on the roof of the 2000 Building, such installation to
be done by licensed contractors reasonably acceptable to Landlord, and in a
manner to protect Landlord's roof warranty, Tenant shall have a limited right
of access to the roof of the Buildings. Tenant shall be solely responsible
for all costs of such installation, repair, maintenance and shall be liable
for all damages caused to the roof. Tenant shall submit final schematic plans
of all such installation to Landlord for Landlord's prior approval, such
approval not to be unreasonably withheld, delayed or denied, all in
accordance with Section 14.2 of this Lease.

XLI. SECURITY.

Tenant hereby agrees to the exercise and implementation by Landlord
and its agents and employees, within their sole discretion, of any and all
security measures for the Building, Premises, common areas and perimeter
areas which Landlord deems necessary or appropriate. Nothing in this Article
41 or otherwise in this Lease shall be deemed to create any obligation on
Landlord's part to provide security.

XLII. WARRANTIES OF LANDLORD AND TENANT.

42.1 Tenant's Warranties. Tenant warrants and represents that it is a
corporation, in good standing, which is organized and existing under the laws
of the State of Delaware, that it has the authority to do business in the
State of New Jersey, and that all corporate action necessary to authorize the
execution of this Lease has been taken by the Board of Directors. Tenant
represents that Andrew P. Maunder, President; CEO has been authorized to
execute this lease.

38
<PAGE>

42.2 Landlord's Warranties. Landlord warrants and represents to
Tenant that it is a Delaware limited partnership authorized to do business in
the State of New Jersey, and that Gerard H. Sweeney is the President of the
general partner and is authorized to enter into and execute this Lease.

42.3. Indemnity. Landlord and Tenant for good and valuable
consideration shall indemnify and hold the other harmless from and against
any and all claims, suits, proceedings, damages, obligations,
liabilities, counsel fees, costs, losses, expenses, orders and judgments
imposed upon, incurred by or asserted against the other party by reason of
the falsity or error of the warranties set forth in this Article 42.

XLIII. NO ACCORD OR SATISFACTION: STRICT PERFORMANCE REQUIREMENT.

43.1. No Accord & Satisfaction. No payment by Tenant or receipt by
Landlord of a lesser amount than the Rent and other sums due hereunder shall
be deemed to be other than on account of the earliest rent or other sums due,
nor shall any endorsement or statement on any check or accompanying any check
or payment be deemed an accord and satisfaction; and Landlord may accept such
check or payment without prejudice to Landlord's rights under this Lease
including but not limited to the right to recover the balance of such Rent or
other sum and to pursue any other remedy provided in this Lease.

43.2. Strict Performance Requirement. The failure or delay on the
part of either party to enforce or exercise at any time any of the
provisions, rights or remedies in the Lease shall in no way be construed to
be a waiver thereof, nor in any way to affect the validity of this Lease or
any part hereof, nor in any way to affect the validity of this Lease or any
part hereof, or the right of the party to thereafter enforce each and every
such provision, right or remedy. No waiver of any breach of this Lease shall
be held to be a waiver of any other of subsequent breach. The receipt by
Landlord of Rent at a time when the Rent is in default under this Lease shall
not be construed as a waiver of such default. No act or thing done by
Landlord or Landlord's agents or employees during the term of this Lease
shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept such a surrender shall be valid unless in writing and
signed by Landlord. The receipt by Tenant of incomplete performance by the
Landlord shall not be construed as acceptance or a waiver of the completion
of such performance.

XLIV. STAIRWAY CONSTRUCTION.

Prior to the Lease Commencement Date, Landlord will construct, at
its sole cost and expense, a stairway substantially similar to the stairway
depicted on Exhibit I, leading from the third-floor walkway of the 4000
Building to the fourth floor of the 2000 Building. Landlord may require
Tenant to pay for removal of the stairway within thirty (30) days after the
Lease Expiration Date.

XLV. PARKING.

Subject to the rights of existing tenants, if any, Tenant shall have
the right to park in the Building parking facilities in common with other
tenants of the Building to the extent of Tenant's ""Permitted Spaces'', upon
such terms and conditions, including the imposition of a reasonable parking
charge, if the same is established by Landlord at any time and from time to
time, during the Term of this Lease. Tenant agrees to cooperate with Landlord
and other tenants in use of the parking facilities. Landlord reserves the
right in its absolute discretion to determine whether the parking facilities
are becoming overburdened and to allocate and assign parking spaces among
Tenant and other tenants, and to reconfigure the parking area and modify the
existing ingress to and egress from the parking areas as Landlord shall deem
appropriate. "Permitted Space" means unassigned spaces, rounding down to
the closest whole number, equal to five (5) parking spaces for each 1,000
square feet of rentable square footage of the Premises from time to time.
Landlord covenants not to grant exclusive parking rights or other parking
privileges to any future tenants unless the same privileges are granted to
Tenant.

<PAGE>
XLVI. GENERAL PROVISIONS.

46.1. Acceptance. This Lease shall only become effective and binding
when it is executed and delivered by both the Landlord and Tenant and a fully
executed copy is delivered by Landlord to the Tenant. The Tenant's
submission of a signed Lease for review by the Landlord and the Landlord's
submission of a proposed Lease to Tenant for execution (unless signed by
landlord) does not give the Tenant any interest, right or option in the
Premises.

46.2. Joint Obligation. If there be more than one Tenant, the
obligations hereunder imposed shall be joint and several.

46.3. Marginal Headings, Etc. The marginal headings, Table of Contents,
Table of Defined Terms, lease summary sheet and titles to the articles and
sections of this Lease are not a part of the Lease and shall have no effect
upon the construction or interpretation of any part hereof.

46.4. Choice of Law. This Lease shall be governed by and construed in
accordance with the non choice of law, laws of the State of New Jersey
(without regard to choice of law and/or conflict of law principles).

46.5. Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, inure to and bind the
heirs, successors, executors, administrators and assigns of the parties
hereto; provided as to any assignment for which Landlord's consent is
required, however, that no rights shall inure to the benefit of any
successors of Tenant unless Landlord's written consent for the transfer of
such a successor has first been obtained as provided in Article 20 hereof.

46.6. Recordation. A short-form memorandum hereof may be recorded at
the request of Landlord or Tenant.

46.7. Quiet Possession. Upon Tenant's paying the Rent reserved
hereunder and other amounts due under this Lease and observing and performing
all of the covenants, conditions and provisions on Tenant's part to be
observed and performed hereunder, Tenant shall have quiet possession of the
Premises for the Lease Term hereof, free from any disturbance or molestation
by Landlord, or anyone claiming by, through or under Landlord, but in all
events subject to all the provisions of this Lease.

46.8. Inability to Perform/Force Majeure. This Lease and the
obligations of the Tenant hereunder shall not be affected or impaired because
the Landlord is unable to fulfill any of its obligations hereunder or is
delayed in doing so, and Landlord's obligation shall be excused during the
period in which it is unable to fulfill such obligations, if and to the
extent such inability or delay is caused by reason of strike, labor troubles,
acts of God, inclement weather, governmental requirements or delays, or any
other cause beyond the reasonable control of the Landlord (which may be
referred to herein as "Force Majeure"). The obligations of Landlord hereunder
shall not be affected or impaired because the Tenant is unable to fulfill any
of its obligations hereunder or is delayed in doing so, and Tenant's
non-monetary obligation shall be excused during the period in which it is
unable to fulfill such obligations, if and to the extent such inability or
delay is caused by reason of strike, labor troubles, acts of God, inclement
weather, governmental requirements or delays, or any other cause beyond the
reasonable control of the Tenant.

46.9. Partial Invalidity. Any provision of this Lease which shall prove
to be invalid, void, or illegal shall in no way affect, impair or invalidate
any other provision hereof and such other provisions(s) shall remain in full
force and effect.

46.10. Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, whenever possible, be cumulative with all other
remedies at law or in equity.

<PAGE>

46.11. Entire Agreement. This Lease contains the entire agreement of
the parties hereto and no prior representations, inducements, promises or
agreements, oral or otherwise, between the parties, not embodied herein,
shall be of any force or effect.

46.12. Survival. All indemnities set forth in this Lease shall survive
the expiration or earlier termination of this Lease, including without
limitation, the indemnities set forth in Articles 5, 14, 19, 22, 23, 25, 32
and 42 herein. All obligations and liabilities of Landlord and of Tenant
which accrue prior to the expiration or termination of this Lease shall
survive any such expiration or termination of this Lease, and any other
obligations of Tenant which are stated to survive expiration or earlier
termination of this Lease, shall also survive expiration or earlier
termination of this Lease.

46.13. Consents. If any provision of this Lease subjects any action,
inaction, activity or other right or obligation of Tenant to the prior consent
or approval of Landlord, Landlord shall be deemed to have the right to
exercise its sole and unfettered discretion in determining whether to grant
or deny such consent or approval, unless the provision in question states
that Landlord's consent or approval "shall not be unreasonably withheld", in
which event Landlord's consent shall be subject to Landlord's sole, but
reasonable discretion. Wherever the consent of either party is required
hereunder, it shall be deemed to be written consent.

46.14. Saving Clause. In the event (but solely to the extent) the
limitations on Landlord's liability set forth in Section 8.2 of this Lease
would be held to be unenforceable or void in the absence of a modification
holding the Landlord liable to Tenant or to another person for injury, loss,
damage, liability arising from Landlord's omission, fault, negligence or
other misconduct on or about the Premises, or other areas of the Buildings
appurtenant thereto or used in connection therewith and not under Tenant's
exclusive control, then such provision shall be deemed modified as and to the
extent (but solely to the extent) necessary to render such provision
enforceable under applicable law. The foregoing shall not affect the
application of Article 33 of this Lease to limit the assets available for
execution of any claim against Landlord.

46.15. Reservation. Nothing herein set forth shall be deemed or
construed to restrict Landlord from making any modifications to any of the
parking and/or common areas serving the Building and/or Premises as of the
date of execution hereof, and Landlord expressly reserves the right to make
any modifications to such areas as Landlord may deem appropriate, including
but not limited to, the addition or deletion of temporary and/or permanent
improvements therein, and/or the conversion of areas now dedicated for the
non-exclusive common use of tenants (including Tenant) to the exclusive use of
one (1) or more tenants or licensees within each of the Buildings so long as
any such modifications do not have a material adverse affect on Tenants
including its access, visibility and the availability of parking spaces.

46.16. Gender. As used in this Lease, the word "person" shall mean and
include, where appropriate, an individual, corporation, partnership, or other
entity; the plural shall be substituted for the singular, and the singular
for the plural, where appropriate; and the words of any gender shall mean to
include any other gender.

XLVII. RULES AND REGULATIONS.

Tenant agrees to comply with the Rules and Regulations for the 2000
Building and the atrium area of the 4000 Building connection the Buildings
attached hereto as Exhibit D, and with any reasonable additions thereto and
modifications thereof adopted from time to time by Landlord and delivered to
Tenant which equally apply to all tenants and occupants of the Buildings.
Landlord shall not be responsible to Tenant for the nonperformance of any of
said rules and regulations by any other tenants or occupants of the Buildings.

41
<PAGE>

XLVIII. Intentionally Omitted.

XLIX. WAIVER OF JURY TRIAL; COUNTERCLAIMS.

Landlord and Tenant hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of them against the other on all matters
arising out of this Lease, or the use and occupancy of the Premises. If
Landlord commences any summary proceeding for non-payment of Rent, Tenant
will not interpose (and waives the right to interpose) any counterclaim in any
such proceeding, unless the counterclaim is compulsory and must be asserted
by Tenant or would otherwise be barred if not asserted.

L. RENEWAL OPTION.

50.1. First Renewal. Provided that (i) both at the time of the exercise
of the option hereinafter set forth and at the time of commencement of the
Renewal Term (as hereinafter defined) this Lease is in full force and effect
and provided further that Tenant is not then in default hereunder beyond the
expiration of any applicable notice and cure period provided for in this
Lease and (ii) Tenant has not then sublet, on a cumulative basis, 25% or more
of the 4000 Premises. Tenant is hereby granted the option to renew the Term
for one (1) additional period of sixty (60) months (the "Renewal Term"), such
Renewal Term to commence at the expiration of the initial Lease Term. Tenant
shall exercise its option for the Renewal Term by delivering notice of such
election (the "Renewal Notice") to Landlord not less than two hundred
seventy (270) days prior to the expiration of the initial Lease Term. In the
event that Landlord does not receive the Renewal Notice prior to the
expiration of such time period (time being of the essence with respect
thereto), then such option to renew the Lease Term and the Option to renew
under Section 50.1.2 shall, upon the expiration of such time period, become
null and void and be of no further force or effect and Tenant shall, at the
request of Landlord, execute an instrument in form and substance acceptable
to Landlord confirming such facts, but the failure to do so shall not effect
such renewal right being null and void.

50.1.1. Second Renewal. Provided that (i) the renewal option under
Section 50.1.1 has been duly exercised both at the time of the exercise of the
option hereinafter set forth and at the time of commencement of the Second
Renewal Term (as hereinafter defined) this Lease is in full force and effect
and provided further that Tenant is not then in default hereunder beyond the
expiration of any applicable notice and cure period provided for in this
Lease and (ii) Tenant has not then sublet, on a cumulative basis, 25% or more
of the 4000 Premises for the purpose of conducting its own business, Tenant
is hereby granted the option to renew the Term for one (1) additional period
of sixty (60) months (the "Second Renewal Term"), such Second Renewal Term to
commence at the expiration of the initial Renewal Term. Tenant shall exercise
its option for the Second Renewal Term by delivering notice of such election
(the "Renewal Notice") to Landlord not less than two hundred seventy (270)
days prior to the expiration of the Renewal Term. In the event that Landlord
does not receive the Renewal Notice for the Second Renewal Term prior to the
expiration of such time period (time being of the essence with respect
thereto), then such option to renew the Lease Term and the option to renew
under Section 50.1.2 shall, upon the expiration of such time period, become
null and void and be of no further force or effect and Tenant shall, at the
request of Landlord, execute an instrument in form and substance acceptable to
Landlord confirming such facts, but the failure to do so shall not effect
such renewal right being null and void.

50.2. Terms. The Renewal Term and the Second Renewal Term shall be upon
the same terms and conditions of this Lease except that (a) the Rent during
the Renewal Term and Second Renewal Term shall be as follows:

42
<PAGE>

2000 Building 4000 Building
-------------- --------------
<S> <C> <C>
Renewal Term
--Basic Rent $22.50/s.f. $22.10/s.f.

Second Renewal Term
--Basic Rent $25.00/s.f. $24.50/s.f.
</TABLE>

For both the Renewal Term and Second Renewal Term, except in connection
with Section 10.4, the Actual Base Amounts for Operating Costs and Property
Taxes will remain unchanged.

50.3. New Lease After Renewal Term. Except for the renewal options set
forth in this Article 50, above, this Lease may only be extended beyond the
Lease Expiration Date by the parties executing a new lease on Landlord's then
current lease form or by an extension agreement signed by both parties making
specific reference to this Lease. No proposals, offers, correspondence or the
like shall be legally binding upon Landlord until and unless the terms are
incorporated in either a new lease or a formal amendment to this Lease as
provided in this subparagraph.

LI. ADDITIONAL TENANT ALLOWANCE.

51.1. In addition to the Tenant Allowance provided in Exhibit C hereto,
Landlord agrees to fund an additional amount, not to exceed $3.00 per square
foot or $188,256.00, to be used for Hard Costs actually expended in the
Premises (the "Additional TI Amount"). The Additional TI Amount must be
requested in writing by Tenant to Landlord on or before January 1, 1998, such
amount to be reasonably documented by contractor estimates of such costs.
Upon providing Landlord with documentation that the Hard Costs to be spent in
the Premises shall actually exceed $18.00 per square foot, Landlord shall
fund such actual Additional TI Amount for such Hard Costs. In no event shall
the total amount of Tenant TI Allowance and the Additional TI Amount exceed
$28.00 per square foot. Landlord's funding of the Additional TI Amount shal
be subject to the following conditions: (i) the Lease shall be amended to
increase the Basic Rent to fully reimburse Landlord for the Additional TI
Amount, using an interest factor of 12% per annum and a 10 year term, and
(ii) as security for the Additional TI Amount, Tenant shall deliver to
Landlord (X) an irrevocable evergreen letter of credit in the amount of the
Additional TI Amount from a reputable lending institution naming Landlord as
the beneficiary, in form reasonably acceptable to Landlord, such form to
permit partial draws by Landlord if so requested (the "Additional TIL/C") or
(Y) a cash security deposit for the Additional TI Amount (the "Cash
Deposit"), such deposit to be retained by Landlord for the Term of the Lease.
Tenant may, from time to time, at its option, substitute a Cash Deposit for
the Additional TIL/C, and vice versa. Landlord acknowledges and agrees that
the Additional TIL/C or the Cash Deposit, as the case may be, shall be
reduced on an annual basis by the principal amount of the Additional TI
Amount which has been repaid pursuant to the amortizations referenced
above.

LII. ADDITIONAL SCHEDULES.

The following additional schedules are attached hereto and made a part
of this Lease:

EXHIBIT A -- Location and Dimensions of the 2000 Premises
EXHIBIT B -- List of Existing Tenants
EXHIBIT C -- Tenant Plans
EXHIBIT D -- Rules and Regulations
EXHIBIT E -- Janitorial Specifications
EXHIBIT F -- Estimated Costs Allocable to the Premises for
year Lease Commences
EXHIBIT G -- Declaration of Lease Commencement
EXHIBIT H -- Landlord's Base Building Work

<PAGE>

EXHIBIT I -- Signs
EXHIBIT J -- Township Letter
EXHIBIT K -- Form of Subordination, Non-Disturbance and
Attornment Agreement
EXHIBIT L -- Sketch of Stairway

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, in
triplicate, on the day and year first above written.

LANDLORD:

BRANDYWINE OPERATING PARTNERSHIP
By: Brandywine Realty Trust, its
authorized general partner

By: /s/ GERARD H. SWEENEY
---------------------------
Gerard H. Sweeney
President and Chief
Executive Officer

TENANT:

AXIOM INC.

By: /s/ ANDREW P. MAUNDER,
------------------------------
Andrew P. Maunder,
President; CEO

<PAGE>

Exhibit A

(Location and Dimensions of 2000 Premises)

(Section 1.1)

<PAGE>

FOURTH FLOOR PLAN

<PAGE>

Exhibit B
(List of Existing Tenants)

Expiring Leases Within 42 Month Period

2000 Midlantic Drive

Tenant Floor SF Expiration Date Renewal Options Early Termination
<S> <C> <C> <C> <C> <C>
Chesapeake Park, Inc. 1st 12,498 6/30/98 N N
Chesapeake Park, Inc. 2nd 30,280 5/31/98 Y N
Koch Membrane System 4th 1,145 1/31/2000 N N
Moore Business Forms 4th 14,092 4/30/2000 Y Y

</TABLE>

<PAGE>

Exhibit C
(Tenant Plans)

I. Section C.1. Improvements to the Premises (Landlord's Work).

(a) Definitions.

"Landlord's Work" means the construction and other work
designated as "Landlord's Base Building Work" for the 4000 building as
depicted on Exhibit I and "Landlord's TI Work," as such is finalized on
"Tenant's Plans" (as defined below) so as to provide Tenant with a turn-key
build-out.

(b) Submission And Coordination Of Plans.

(i) On or before October 15, 1997, Tenant shall submit to
Landlord proposed detailed specifications and working drawings of Meyer
Associates Inc. for the performance of Landlord's Work, and are referred to
in this Lease as "Tenant's Proposed Specifications". Landlord shall have a
period of fifteen (15) days either to approve or to disapprove Tenant's
Proposed Specifications which approval will not be unreasonably withheld. If
Landlord does not approve Tenant's Proposed Specifications, Landlord shall
return Tenant's Proposed Specifications to Tenant and notify Tenant of any
changes it desires to Tenant's Proposed Specifications, in which event,
Tenant shall modify Tenant's Proposed Specifications in accordance with
Landlord's requirements and shall return them as modified to Landlord within
the following ten (10) days. As approved, Tenant's Proposed Specifications
shall be a part of this Lease and shall be referred to as "Tenant's Plans".

(i) Governmental Approvals: Landlord's Work.

(A) Landlord to Secure. Notwithstanding anything contained
in this Lease to the contrary, this Lease is expressly subject to and
conditioned upon Landlord obtaining the appropriate and necessary
governmental approvals and permits which will enable it to construct
Landlord's Work in accordance with Tenant's Plans (collectively, the
"Governmental Approvals"). Promptly after Tenant's Plans have been finalized,
Landlord shall apply for and thereafter diligently pursue the obtaining of
the Governmental Approvals.

(B) Landlord's Work.

i) Within thirty (30) days of Landlord's securing its
Governmental Approvals, Landlord shall commence Landlord's Work. Landlord
shall diligently prosecute Landlord's Work to completion.

ii) Except for the performance of Landlord's Work,
Tenant shall accept possession of the Premises and the Buildings in their
present, "as-is" condition.

II. Section C.2. Tenant's T.I. Allowance.

(a) Tenant's Obligation. Subject to Landlord's obligation to
perform the Landlord's Base Building-Work for the 4000 Building and
Landlord's Obligation to pay Tenant's TI Allowance, as set forth herein,
Tenant shall be obligated to pay for the Landlord's TI Work.

(b) Competitive Bidding. Promptly after Tenant's Plans with respect
to Landlord's TI Work ("Tenant's TI Plans") have been finalized pursuant to
Section C.1 of this Exhibit C, Landlord shall prepare construction bid
packages and submit same to not less than three (3) general contractors who,
in Landlord's reasonable opinion, are qualified, for the purpose of securing
competitive bids to perform Landlord's TI Work. Provided Tenant submits the
name of a contractor to Landlord not later than September 1, 1997 and
provided such

<PAGE>

contractor is reasonably approved by Landlord, such approval not to be
unreasonably withheld, Landlord will include such contractor as one of those
to receive a bid package.

(c) Bid Process. Landlord shall keep Tenant informed and
shall permit Tenant to participate in the bid process and negotiations with
contractors who have submitted bids, provided however, that the selection of
a contractor shall be the lowest approved bid absent mutual agreement to the
contrary. The contractor so selected shall be the contractor to perform
Landlord's TI Work. Tenant shall, at its sole cost and expense, appoint a
project manager and shall advise Landlord of the same in writing.

(d) Definitions.

(i) "Initial Payments" mean all payments needed to pay
all hard and soft cost of planning, inspecting and constructing Landlord's
TI Work, less Tenant's TI Allowance, as such net amount shall be determined
by Landlord in Landlord's reasonable discretion, from time to time, and
Tenant shall cooperate with Landlord from time to time to aid in Landlord's
making such determination.

(ii) "Line Item Requirements" means the following
budget line items (by category and amount) which shall be part of the budget
for Landlord's TI Work:

(A) Construction Management Fees: which shall be
not in excess of 3% of total costs (hard and soft) and if Landlord is
performing Landlord's TI Work, then Landlord shall be entitled to such 3%
Construction Management Fee.

(B) Labor, Materials and General Contracting
Fees (including permit fees, and design and engineering fees relating to
construction): shall not be less, in the aggregate, than $18.00 per rentable
square foot (62,752 x $18.00 = $1,129,536) (the "Hard Costs").

(iii) "Tenant's TI Allowance" means $25.00 per square
foot of rentable space ($25.00 x 62,752 = $1,568,800) which may be used only
for "Permitted Costs".

(iv) "Permitted Costs" means Line Item Requirements
and all bona fide, third party, hard and soft expenses paid to non-affiliates
and non-employees of Tenant, in connection with Landlord's TI Work; other
reasonable costs incurred by Tenant related to Tenant's occupancy of the
Premises and which are generally related to the Premises, including but not
limited to preparation of plans, permits, an fees, and moving expenses,
cabling, and wiring in the Premises.

(v) "Payment Conditions" means

(A) Landlord's Architect (a Tenant's Architect
if the Early Election was made) has certified in a form reasonably
satisfactory to Landlord, that to the best of its knowledge, the Line Item
Requirements will be filled:

(B) All costs to be paid are Permitted Costs; and

(e) Payment Of Costs Of Landlord's TI Work

(i) After the payment conditions have been met,
and the Hard Costs have been entirely utilized, Tenant may use the remaining
portion of the Tenant's TI Allowance (i.e., $7.00 per square foot) for payment
of permitted Costs, and after utilizing the entire Tenant's TI Allowance, all
remaining payments for Landlord's TI Work will be paid for by Tenants.

<PAGE>

(ii) Tenant, on demand, will pay all Landlord's
Architect's fees for the review of Tenant's Plans, and the inspecting and
preparation of certificates in accordance with this Exhibit C such cost not
to exceed $3,000.

(iii) Draw requests by Tenant shall be in the form of AIA
Documents G702 and G703 and must be accompanied by evidence of Tenant's prior
payment for that draw if Tenant is receiving payment. In addition, a
statement by Tenant's Architect verifying the percentage of work completed
must accompany each draw. Final payment by Landlord will be made only upon
the following additional conditions being fulfilled: (A) completion of all
improvements to Landlord's satisfaction, (B) delivery to Landlord by
Landlord's Architect of a true copy of its Certificate of Occupancy (or
similar governmental occupancy permit), (C) Landlord's satisfaction that all
bills have been paid for Landlord's TI Work, including, submission of final
lien releases from the Tenant's general contractor, and any subcontractors
and/or material suppliers either employed by the general contractor or
Tenant, (D) any estoppel letter which may be requested by Landlord, being
delivered to Landlord; (E) Tenant shall have opened the Premises for
business. Tenant hereby expressly grants to Landlord an offset and deduction
against Tenant's TI Allowance for all costs, payments and expenses Tenant is
obligated to pay to Landlord pursuant to this Lease and which are due and
owing to Landlord, at the time Tenant's TI Allowance shall be due.

(f) Balance Of Tenant's TI Allowance. If after Landlord's TI
Work has been finally completed, Landlord's Architect and Tenant's Architect
have so certified, all punch list items have been completed, all requirements
of Section C.2(e)(iii) have been fulfilled, the unused portion of Tenant's TI
Allowance, if any, will be used by Landlord to offset Base Rent next coming
due.

(g) Landlord Warranty. Landlord warrants that, absent Tenant or
its agents' failure to maintain the following as required by the terms of
this Lease, (i) the Landlord Work shall be free from construction defects
and shall operate in a first class manner for a period of one year from
substantial completion. (ii) the HVAC system for the 4000 Building shall be
free from construction defects and shall operate in a first class manner for
a period of five (5) years from substantial completion, and (iii) that the
roof for the 4000 Building shall be free from construction defects and shall
operate in a first class manner for a period of ten (10) years from
substantial completion. All costs to correct any deficiencies during the time
periods noted above, shall be borne by Landlord without recoupment or
pass-through to Tenant, absent Tenant misuse or abuse which results in a
defect.

<PAGE>

Exhibit D
---------
Rules and Regulations for the 2000 Building and Common Areas
------------------------------------------------------------

Landlord reserves the right to uniformly rescind any of these rules and make
such other and further rules and regulations for all tenants as in the
judgment of Landlord shall from time to time be needed for the safety,
protection, care and cleanliness of the Project, the operations thereof, the
preservation of good order therein and the protection and comfort of its
Tenants, their agents, employees and invitees, which rules when made and
notice thereof given to Tenant shall be binding upon him in a like manner as
if originally prescribed. Landlord will notify Tenant in writing of any
changes to the Building Rules and Regulations.

1. Sidewalks, entrances, passages, elevators, vestibules, stairways,
corridors, halls, lobby and any other part of the 2000 Building shall not be
obstructed or encumbered by any Tenant or used for any purpose other than
ingress or egress to and from each Tenant's premises. Landlord shall have
the right to control and operate the common portions of the 2000 Building and
exterior facilities furnished for common use of the Tenants (such as the
eating, smoking, and parking areas) in such a manner as Landlord deems best.

2. No awnings or other projections shall be attached to the outside walls
of the 2000 Building without the prior written consent of Landlord. All
drapes, or window blinds, must be of a quality, type and design, color and
attached in a manner approved by Landlord.

3. No showcases or other articles shall be put in front of or affixed to any
part of the exterior of the 2000 Building, or placed in hallways or
vestibules without prior written consent of Landlord.

4. Rest rooms and other plumbing fixtures shall not be used for any purposes
other than those for which they were constructed and no debris, rubbish,
rags or other substances shall be thrown therein. Only standard toilet tissue
may be flushed in commodes. All damage resulting from any misuse of these
fixtures shall be the responsibility of the Tenant who, or whose employees,
agents, visitors, clients, or licensees shall have caused same.

5. No Tenant, without the prior consent of Landlord, shall mark, paint,
drill into, bore, cut or string wires or in any way deface any part of the
Premises or the 2000 Building of which they form a part except for the
reasonable hanging of decorative or instructional materials on the walls of
the Premises.

6. Tenants shall not construct or maintain, use or operate in any part of the
project any electrical device, wiring or other apparatus in connection with a
loud speaker system or other sound/communication system which may be heard
outside the Premises. Any such communication system to be installed within the
Premises shall require prior written approval of Landlord.

7. No bicycles, baby carriages or other vehicles and no animals, birds or
other pets of any kind shall be brought into or kept in or about the 2000
Building.

8. No Tenant shall cause or permit any unusual or objectionable odors to be
produced upon or permeate from its premises.

9. No space in the 2000 Building shall be used for the manufacture of goods
for sale in the ordinary course of business, or for sale at auction of
merchandise, goods or property of any kind.

10. No Tenant may change the use of the premises without the prior written
approval of Landlord.

11. No Tenant, or employees of Tenant, shall make any unseemly or disturbing
noises or disturb or interfere with the occupants of this or neighboring
buildings or residences by voice, musical instrument, radio, talking
machines, whistling, singing, or in any way. All passage through the 2000
Building's hallways, elevators, and main lobby shall be conducted in a quiet,
business-like manner.

<PAGE>

12. No Tenant shall throw anything out of the doors, windows, or down
corridors or stairs of the 2000 Building.

13. Tenant shall not place, install or operate on the Premises or in any part
of the Project, any engine, stove or machinery or conduct mechanical
operations or cook thereon or therein except for: coffee machine, microwave
oven, vending machines, kitchen appliances or place or use in or about the
Premises or Project any explosives, gasoline, kerosene oil, acids, caustics
or any other flammable, explosive, or hazardous material without prior
written consent of Landlord. Pursuant to the Lease, Tenant may install a
kitchen in the Premises.

14. No smoking is permitted in the rest rooms, hallways, elevators, stairs,
lobby, exit and entrances vestibules, sidewalks, parking lot area except for
the designated exterior smoking area. All cigarette ashes and butts are to be
deposited in the containers provided for same, and not disposed of on
sidewalks, parking lot areas, or toilets within the 2000 Building rest rooms.

15. Tenants are not to install any additional locks or bolts of any kind upon
any door or window of the 2000 Building without prior written consent of
Landlord. Each Tenant must, upon the termination of tenancy, return to the
Landlord all keys for the Premises, either furnished to or otherwise procured
by such Tenant, and all Security Access Card to the 2000 Building.

16. All doors to hallways and corridors shall be kept closed during business
hours except as they may be used for ingress or egress.

17. Tenant shall not use the name of the 2000 Building, Landlord or
Landlord's Agent in any way in connection with his business except as the
address thereof. Landlord shall also have the right to prohibit any
advertising by Tenant, which, in its sole opinion, tends to impair the
reputation of the 2000 Building or its desirability as a building for offices,
and upon written notice from Landlord, Tenant shall refrain from or
discontinue such advertising.

18. Tenants must be responsible for all Security Access cards issued to them,
and to secure the return of same from any employee terminating employment
with them. No person/company other than 2000 Building Tenants and/or their
employees may have Security Access cards unless Landlord grants prior written
approval.

19. All deliveries by vendors, couriers, clients, employees or visitors to
the 2000 Building which involve the use of a hand cart, hand truck, or other
heavy equipment or device must be made via the Freight Elevator. Tenant shall
be responsible to Landlord for any loss or damage resulting from any
deliveries made by or for Tenant to the 2000 Building.

20. Landlord reserves the right to inspect all freight to be brought into the
2000 Building, and to exclude from the 2000 Building all freight or other
material which violates any of these rules and regulations.

21. Tenant will refer all contractors, contractors's representatives and
installation technicians, rendering any service on or to the premises for
Tenant, to Landlord for Landlord's approval and supervision before
performance of any contractual service or access to the 2000 Building. This
provision shall apply to all work performed in the 2000 Building including
installation of telephones, telegraph equipment, electrical devices and
attachments and installations of any nature affecting floors, walls,
woodwork, trim, windows, ceilings, equipment or any other physical portion of
the 2000 Building. Landlord reserves right to require that all agents of
contractors/vendors sign in and out of the 2000 Building.

22. Landlord reserves the right to exclude from the 2000 Building at all
times any person who is not known or does not properly identify himself to
Landlord's management or security personnel.

<PAGE>

23. Landlord may require, at its sole option, all persons entering the 2000
Building after 6 PM or before 7 AM, Monday through Friday and at any time on
Holidays, Saturdays and Sundays, to register at the time they enter and at
the time they leave the 2000 Building.

24. No space within the 2000 Building, or in the common areas such as the
parking lot, may be used at any time for the purpose of lodging, sleeping, or
for any immoral or illegal purposes.

25. No employees or invitees of Tenant shall use the hallways, stairs, lobby,
or other common areas of the 2000 Building as lounging areas during "breaks" or
during lunch periods.

26. Each Tenant, before closing and leaving their premises, should lower the
blinds within their spaces.

27. No canvassing, soliciting or peddling is permitted in the 2000 Building
or its common areas by Tenants, their employees, or other persons. Each
Tenant shall cooperate to prevent same and shall report any such incident to
Landlord's management.

28. No mats, trash, or other objects shall be placed in the public corridors,
hallways, stairs, or other common areas of the 2000 Building.

29. Tenant must place all recyclable items of cans, bottles, plastic and
office recyclable paper in appropriate containers provided by Landlord in
each Tenant's space. Removable of these recyclable items will be by
Landlord's janitorial personnel.

30. Landlord does not maintain suite finishes which are non-standard, such as
kitchens, bathrooms, wallpaper, special lights, etc. However, should the need
arise for repair of items not maintained by landlord, Landlord at its sole
option, may arrange for the work to be done at Tenant's expense.

31. Drapes installed by Tenant, which are visible from the exterior of the
2000 Building, must be cleaned by Tenant, at its own expense, at least once a
year.

32. No pictures, signage, advertising, decals, banners, etc are permitted to
be placed in or on windows in such a manner as they are visible from the
exterior, without prior written consent of Landlord.

33. Tenant or Tenant's employees are prohibited at any time from eating or
drinking in hallways, elevators, rest rooms, lobby or lobby vestibules.

34. Tenant shall be responsible to Landlord for any acts of vandalism
performed in the 2000 Building by its employees or visitors.

35. No Tenant shall permit the visit to its premises of persons in such numbers
or under such conditions as to interfere with the use and enjoyment of the
entrances, hallways, elevators, lobby or other public portions or facilities
of the 2000 Building and exterior common areas by other Tenants.

36. Intentionally Omitted.

37. Tenant agrees that neither Tenant nor its agents, employees, licensees or
invitees will interfere in any manner with the installation and/or
maintenance of the heating, air conditioning and ventilation facilities and
equipment.

38. Landlord will not be responsible for lost or stolen personal property,
equipment, money or jewelry from Tenant's area or common areas of the Project
regardless of whether such loss occurs when area is locked against entry or
not, except if due to Landlord's gross negligence or willful misconduct.

<PAGE>

39. Landlord will not permit entrance to Tenant's Premises by use of pass key
controlled by Landlord, to any person at any time without written permission
of Tenant, except employees, contractors or service personnel supervised or
employed by Landlord.

40. Tenant and its agents, employees and invitees shall observe and comply
with the driving and parking signs and markers o the 2000 Building grounds
and surrounding areas.

41. Tenant and its employees, invitees, agents, etc. shall not enter other
Tenants' hallways, restrooms or premises unless they have received prior
approval from Landlord's management.

<PAGE>

Exhibit E

Janitorial Specifications

A. Nightly (Monday through Friday)

1. Offices and Common Areas

a. Empty waste receptacles and replace liner as needed.

b. Boxes of trash will also be removed if clearly labeled "Trash".

c. Empty and wipe all ash trays.

d. Vacuum all carpeted areas.

e. Dust mop all tiled floors, baseboards and damp mop any spillages.

f. Dust and/or damp wipe clean the following: desks (if cleared),
chairs, file cabinets, tables, lamps, pictures and frames, window
sills, doors, push and switch plates, and telephones.

g. Wash and clean all water coolers and/or fountains.

h. Clean all glazed entrance and elevator doors.

i. Spot clean carpeting.

2. Bathrooms

a. Empty and clean waste receptacles (replace liner if applicable) and
wash dispensers.

b. Sweep and wet mop all floors using disinfectant.

c. Spot clean all tiled walls and partitions.

d. Scour, wash and disinfect all basins, bowls, and urinals.

e. Wash and polish all mirrors, shelves, and bright work including
plumbing fixtures.

f. Refill all paper products and soap dispensers.

B. Weekly

1. Render high dusting of all pictures, frames, doors, partitions, pipes,
louvers, etc.

2. Spray buff tiled floors.

C. Monthly

1. Machine wash and re-finish bathroom floors.

2. Sweep and damp mop all stair towers.

3. Clean all interior partition glass, diffusers, and grilles.

D. Every Three Months

1. Strip and re-finish all tiled flooring as appropriate.

E. Every Four Months

1. Wash clean all interior and external windows.

F. Every Six Months

1. Carpet cleaning of common areas and tenant spaces.

<PAGE>

Exhibit F

Costs Allocable to the Premises for Base Amounts

(All Amounts in Per Square Foot Format)

2000 Building 4000 Building
------------- -------------

Operating Costs:
<S> <C> <C>
Insurance $0.14 $0.14

Janitorial $0.96 $0.96

Repairs and Maintenance $1.79 $1.46

Administration $1.04 $1.00
----- -----

Total: $3.93 $3.56

Real Estate Taxes: $1.02 $1.10

</TABLE>

<PAGE>

Exhibit G
(Declaration of Lease Commencement Date)

(Section 15.3)

THIS MEMORANDUM made as of the _____ day of _____, 199__, between
BRANDYWINE OPERATING PARTNERSHIP, L.P., with an office at Plaza 1000,
Suite 400 at Main Street in Voorhees, Voorhees, New Jersey 08043 ("Landlord")
and AXIOM, INC., with its principal place of business at 2000/4000 Midlantic
Drive, Mount Laurel, New Jersey 08054 ("Tenant"), who entered into a lease
dated for reference purposes as of August 26, 1997, covering certain premises
located at 2000 and 4000 Midlantic Drive, Mount Laurel, New Jersey 08054. All
capitalized terms, if not defined herein, shall be defined as they are
defined in the Lease.

1. The Parties to this Memorandum hereby agree that the date
of ___________, 199___ is the "Lease Commencement Date" of the Term and that
__________________, 199___ is the "Rent Commencement Date".

2. Tenant hereby confirms the following:

(a) That it has accepted possession of the Premises
pursuant to the terms of the Lease;

(b) That the improvements required to be furnished
according to the Lease by Landlord have been Substantially Completed;

(d) That there are no offsets or credits against rentals;

(e) That the Lease is in full force and effect.

(f) That $175,870.02 as the security deposit has been
paid.

3. This Memorandum, each and all of the provisions
hereof, shall inure to the benefit, or bind, as the case may require, the
parties hereto, and their respective successors and assigns, subject to the
restrictions upon assignment and subletting contained in the Lease.

WITNESS: LANDLORD:

BRANDYWINE OPERATING PARTNERSHIP,
L.P.

By: BRANDYWINE REALTY TRUST, its
authorized general partner

- ----------------------------------- By: ------------------------------
John Adderly, Jr. Gerard H. Sweeney,
President

WITNESS: TENANT:

AXIOM INC.

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

<PAGE>

EXHIBIT H

(Landlord's Base Building Work Specification for the 4000 Building)

The Landlord at its sole cost and expense, shall make the Base Building
Improvements as outlined in the specifications dated 12/26/96.

In addition, Landlord shall include the following in its Base Building work:

I. DEMOLITION/PREPARATION. Landlord has performed or shall perform the
following demolition in the 4000 Premises (unless otherwise noted):

1.1. Remove all existing ceilings and lights and all wiring which
would be abandoned in connection with removal of existing lights.

1.2. Remove all mechanical system components including but not
limited to duct work and diffusers.

1.3. Remove all unused electrical components including but not
limited to conduits, wiring, switches and panels.

1.4. Remove all debris in and surrounding mechanical and electrical
systems.

1.5. Remove all existing drywall partitions and carpeting. Where
necessary, tape, spackle and sand existing drywall and soffits; where
necessary, drywall, tape and spackle and sand all perimeter walls, columns
and perimeter top and bottom bulkheads.

1.6. All bulkheads in the soffits will be insulated with fiberglass
insulation having an ""R'' factor of no less than R7.6.

1.7. Where necessary, scrape floor to accept carpet and provide
level floor.

II. HVAC-DISTRIBUTION SYSTEM. Landlord shall provide six (6) roof top
HVAC units. Landlord shall be responsible for providing complete main
distribution ductwork and shafts to accommodate Tenant's localized
distribution throughout the 4000 Building. Engineered drawings shall be
provided as part of the Lease indicating the base building HVAC system,
including the base building ductwork. Landlord shall provide a central energy
management system to control temperature on the floors and to control the
roof mounted HVAC units.

III. HVAC PERFORMANCE CRITERIA. As stated in Section 8.2 and 9.1.10.

IV. WINDOWS. Landlord shall repair and replace as necessary.

V. ADA COMPLIANCE. Landlord will ensure that common areas and building
access will comply with Title III of ADA.

VI. ELEVATOR SYSTEMS. Landlord shall ensure that elevators are in
compliance with building code and Title III of ADA.

VII. FIRE AND LIFE SAFETY SYSTEMS. Landlord will ensure that systems are
in compliance with building code and Title III of ADA.

VIII. MAIN ELECTRICAL SERVICE. Landlord will provide service to all floors.

<PAGE>

Base Building Specification
for
4000 Midlantic Drive
Mt. Laurel, NJ 08054

The following specification defines the base building and building shell,
beyond which tenant improvement allowances will be used for interior
improvements. This specification represents new construction and/or existing
conditions for the 4000 Premises.

IX. BUILDING STATISTICS

A. Typical floor to floor height:
1st floor; 15'4"
2nd floor; 13'4"
3rd floor; 13'4"

B. Finished floor to ceiling heights:
1st floor; 10'0"
2nd floor; 8'6"
3rd floor; 8'6"

C. Typical office bay: 40'x 48'

D. Construction type: 2c

E. Allowable load on upper floors: 100 lbs. per sq. ft.

F. Loading: On (1) drive-in 10'x12'
door on south side of the
building

X. EXTERIOR CONSTRUCTION:

A. Wall assembly: Metal panel system and
aluminum frame insulated
glazing system 48" on
center with a reflective
coating with painted
mullions.

B. Roof: Single-ply EPDM membrane
ballasted by river washed
gravel. Below this
membrane is 2" thick
insulation board. The
overall "R" value for
the roof is 12.

C. Atrium Exterior wall system is a
curtain wall system with
exposed horizontal and
vertical. The glass has
silverized reflective
coating and all mullions
have a painted finish.

XIII. INTERIOR CONSTRUCTION;

A. Atrium Lobby:

Flooring: High quality polished and flame cut granite
tiles with a 32 oz. cut pile carpet border.

Walls: Granite up to wainscot height with a
mahogany cap. Wall finish to be polymix
paint.

Ceiling: High quality 2x2 ceiling tile on all
levels.

<PAGE>

HVAC: Separate roof top unit to provide air conditioning to the
lobby. Heat provided by electric baseboard heaters.

Lighting: 2 X 4 deep dish parabolic fluorescent light fixtures in
ceilings over bridges. Also, specialty lighting such as
pendants, sconces, etc.

Doors: Aluminum storefront vestibule with tempered glass building
entry door.

B. TOILET ROOMS:

Code: All restrooms will be ADA compliant.

Floor: Ceramic tile flooring and base.

Walls: Wainscot high ceramic tile on wet walls. Polymix pain on
walls above ceramic tile and on ""dry'' walls.

Ceilings: ACT ceilings with 2 X 4 fluorescent fixtures.

Fixtures: New wall mounted toilet fixtures and porcelain bowl
lavatories with plastic laminate vanities with lighting
valance.

Partitions: Floor mounted metal with baked enamel finish. Toilet
accessories as required.

HVAC: Exhaust and ventilation according to code.

C. TENANT SPACES:

Ceilings: All base building systems installed to allow for
installation of 10'0" finished ceiling height on first
floor and 8'6" on second and third floors.

Drywall: All columns to be drywalled, taped and spackled.

D. VERTICAL TRANSPORTATION

System: The 4000 Building is equipped with two (2) 2,500 lb.
hydraulic elevators, with one cab having double doors for
easy loading and unloading.

Cabs: The existing cab enclosure will be removed and replaced
with 18 gauge steel with a baked steel base finish and
plastic laminate panels. A stainless steel handrail will
be installed and a new ceiling with clear anodized
aluminum frame with white lexan light diffusers. New car
doors with stainless steel doors and frames. Elevators
will be ADA compliant with new hall push buttons and hall
lanterns.

E. FIRE PROTECTION

Sprinkler: The entire building is protected by a wet sprinkler system
installed in accordance with NFPA and local authority for
office occupancy.

F. H.V.A.C.

System Performance: Outdoor design conditions comply with the State energy
code requirements and are designed as follows:

<PAGE>

Mount Laurel Township Zoning Board of Adjustment

Application of:
WHITESELL ENTERPRISES Calendar No. 89-C-14
Lands and Premises: 4000 Midlantic Dr. Findings of Fact and
Block 503,Lot 2.2.01,3 Conclusions of Law
Approved - Sign Variance (CSC)

WHEREAS, this application was brought for hearing before the Mount Laurel

Township Zoning Board of Adjustment on May 3, 1989; and

WHEREAS, by proofs of service filed with this Board, it appears that the

applicant has given written notice of the application to all parties who are

required by law to be so notified; and

WHEREAS, a hearing was held on May 3, 1989, concerning the applicant's

request to place two signs on the facade of building (East and West elevation).

NOW, THEREFORE, the Mount Laurel Township Zoning Board of Adjustment makes

the following Findings of Fact and Conclusions of Law with respect to the

above entitled application.

1. The applicant is the owner of the lands and premises designated

on the Mount Laurel Township Tax Map as Block 503, Lot 2, 2.01,3

on the East side of Midlantic Drive. The property is commonly

known as 4000 Midlantic drive.

2. The applicant advances the following special reasons;

Given that CSC occupies 100% of the building and it faces two

major highways (New Jersey State Rt. 38 and Interstate Rt. 295)

we feel two signs are needed to enable motorists to locate CSC

more easily.

3. The proposed variance is appropriate because of the size,

shape and location of the existing structure on the property

in question.

4. This variance can be granted without substantial decriment to

the public good and will not substantially impair the intent

and the purpose of the Zone Plan and Zoning Ordinance of the

Township of Mount Laurel.

RESOLUTION

BE IT RESOLVED, by the Zoning Board of Adjustment of the Township

of Mount Laurel.
<PAGE>

Summer Winter

91 degrees RDB/75 degrees 10 degrees FDB
(1%) (99%)

Indoor design conditions for offices:

76 degrees F (+/-2 degrees F) for summer

72 degrees F (+/-2 degrees F) for winter

Ventilation: The following rates have been used:

offices 20 cfm/person

Conference Rms. 35 cfm/person

Public Restroom: 75 cfm/fixture

Electrical loads based on one person per 100 sq. ft.

HVAC System: Tempered air is provided to all offices areas by six (6)
roof-top units through a medium pressure variable air
volume (VAV) system which incorporates a return air plenum
above the ceiling. Cooling only distribution boxes in the
interior and fan powered electric heating on the exterior
zones. Tenant Allowance to provide all VAV boxes and all
HVAC distribution.

G. Electrical System:

Power Distribution:

Incoming distribution and service entrance
is accomplished through a 2,500 amp distribution panel
located in the main electrical room located next to the
main building. Distribution voltage is 460/277 three (3)
phase, four (4) wire with 120/208 low voltage panels.

Usable Power:
Total power in excess of 20 watts per sq. ft.
Usable power 3 watts per sq. ft.
HVAC using 4 watts per sq. ft.
Lighting being 4 watts per sq. ft.
Misc. (elevators, fans, etc. 2 watts)

Emergency Generator:
The building is equipped with a 90 kw diesel fuel powered
emergency generator which operates the smoke purge system
in the atrium and emergency lighting for the building.

2000 Premises to be delivered in its current as-is condition, without
demolition or other base building improvements.

<PAGE>

Exhibit I

(Signs)

<PAGE>

[Company Letterhead]

May 13, 1997

Mr. Anthony S. Rimikis, CCIM
Vice President: Construction & Development Services
Emmes Realty Services, Inc.
10,000 Midlantic Drive
Mount Laurel, New Jersey 08054

Re: 4000 Midlantic Drive

Dear Mr. Rimikis:

Per your request I have reviewed the Findings of Fact files for the
referenced property and located an application #89-C-14 "CSC". The approval
received was to place two signs on the facade of the building (East and West
elevation) lettering not to exceed 30" maximum height. I have enclosed a copy
of the resolution for your information and/or use.

If you have any questions regarding this matter, please don't hesitate to
let me know.

Very truly yours,

DEPARTMENT OF COMMUNITY DEVELOPMENT
Zoning Division

/s/ Jenifer L. DeSimone

Jenifer L. DeSimone, Zoning Official
Zoning Board of Adjustment Secretary

JLD

cc: Letter

<PAGE>

Laurel, in the County of Burlington and State of New Jersey that the
foregoing Findings of Fact and Conclusions of Law be and the same are hereby
adopted with respect to the above entitled application.

BE IT FURTHER RESOLVED, the applicant's request to place two signs on
the facade of the building (East and West elevation) be and hereby is granted
on the condition the lettering does not exceed the 30" maximum.

AND BE IT FURTHER RESOLVED, that a certified copy of this Resolution and
of the Findings of Fact and Conclusions of Law to which it is attached be
sent to the applicant, and to the Township Council, the Clerk, Building
Inspector and Planning Board of Mount Laurel Township.

/s/ FRANK NARCISO
---------------------------------------
FRANK NARCISO, CHAIRPERSON
Zoning Board of Adjustment

CERTIFIED to be a true copy of the Resolution adopted by the Mount
Laurel Township Zoning Board of Adjustment at a regular meeting held at the
Municipal Center on the 30th day of May, 1989.

/s/ JENIFER L. DeSIMONE
---------------------------------------
Jenifer L. DeSimone, Secretary
Zoning Board of Adjustment

<PAGE>

[SITE PLAN]

<PAGE>

Exhibit K
---------

(Form of Subordination, Non-Disturbance and Attornment Agreement)

Buildingname
Company/Tenant

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
(Lease)

THIS AGREEMENT made as of the day of , 1997, between
----- ----------
NATIONSBANK, N.A., a national banking association having an office at 8300

Greensboro Drive, McLean, Virginia, not individually but acting in its

capacity as administrative and documentation agent for the equal and ratable

benefit of Co-Lenders, pursuant to and in accordance with the terms and

provisions of the Credit Agreement (NationsBank, N.A., acting in its capacity

as administrative and documentation agent, or any successor administrative

and documentation agent being so designated being hereinafter referred to as

"Agent"), and (COMPANYCAPS), a having its principal
----------------------
office at ("Tenant"):
------------------------------------

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

WHEREAS Landlord ("Landlord") is the owner of the fee estate in the
premises described in Exhibit A attached hereto (the "Premises"); and

WHEREAS Tenant is the holder of a leasehold estate in a portion of
the Premises under and pursuant to the provisions of the lease described in
Exhibit B attached hereto (the "Lease"); and

WHEREAS Co-Lenders have agreed on the terms, covenants and provisions
of the Credit Agreement to extend to the Landlord and certain affiliates of
Landlord a credit facility in the principal sum of up to, but not in excess
of $150,000,000 (the "Credit Facility"), which Credit Facility is evidenced
by the Credit Facility Notes described in Exhibit B attached hereto
(collectively, the "Notes") and secured by, inter alia, the mortgage
described in Exhibit B attached hereto (the "Mortgage") covering the Premises
and all improvements thereon and appurtenances thereto:

WHEREAS Tenant has agreed to subordinate the Lease to the Mortgage
and to the lien thereof and Agent has agreed to grant non-disturbance to
Tenant under the Lease on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good
and valuable consideration, the receipt of which is hereby acknowledged,
Agent and Tenant hereby covenant and agree as follows:

I. All capitalized terms as used in this Agreement shall, unless otherwise
defined in this Agreement, have the meanings given to such terms in Exhibit A
attached hereto.

II. Tenant agrees that the Lease and all of the terms, covenants and
provisions thereof and all rights, remedies and options of Tenant thereunder
are and shall at all times continue to be subject and subordinate in all
respects to the Mortgage and to the lien thereof and to all renewals,
modifications, spreaders, consolidations, replacements and extensions thereof
and to all sums secured thereby with the same force and effect as if the
Mortgage had been executed, delivered and recorded prior to the execution and
delivery of the Lease.

<PAGE>

III. Agent agrees that if any action or proceeding is commenced by Agent for
the foreclosure of the Mortgage or the sale of the Premises, Tenant shall not
be named as a party therein, and the sale of the Premises in any such action
or proceeding and the exercise by Agent of any of the Co-Lenders' other
rights under the Notes or the Mortgage shall be made subject to all rights of
Tenant under the Lease, provided that at the time of the commencement of any
such action or proceeding or at the time of any such sale or exercise of any
such other rights (i) the term of the Lease shall have commenced pursuant to
the provisions thereof, (ii) Tenant shall be in possession of the premises
demised under the Lease, (iii) the Lease shall be in full force and effect
and (iv) Tenant shall not be in default, beyond applicable cure periods, if
any, under any of the terms, covenants or conditions of the Lease or of this
Agreement on Tenant's part to be observed or performed.

IV. Tenant agrees that if Agent shall become the owner of the Premises by
reason of the foreclosure of the Mortgage or the acceptance of a deed or
assignment in lieu of foreclosure or otherwise, the Lease shall not be
terminated or affected thereby but shall continue in full force and effect as
a direct lease between Agent and Tenant upon all of the terms, covenants and
conditions set forth in the Lease and in that event Tenant agrees to attorn
to Agent and Agent agrees to accept such attornment, provided, however, that
the provisions of the Mortgage shall govern with respect to the disposition
of any casualty insurance proceeds or condemnation awards and Agent shall not
be (i) obligated to complete any construction work required to be done by
Landlord pursuant to the provisions of the Lease or to reimburse Tenant for
any construction work done by Tenant, (ii) liable for any accrued obligation
of Landlord, or for any act or omission of Landlord, whether prior to or
after such foreclosure or sale, (iii) required to make any repairs to the
Premises or to the premises demised under the Lease required as a result of
fire, or other casualty or by reason of condemnation unless Agent shall be
obligated under the Lease to make such repairs and shall have received
sufficient casualty insurance proceeds or condemnation awards to finance the
completion of such repairs, (iv) required to make any capital improvements to
the Premises or to the premises demised under the Lease which Landlord may
have agreed to make, but had not completed, or to perform or provide any
services not related to possession or quiet enjoyment of the premises demised
under the Lease, or (v) subject to any offsets or counterclaims which shall
have accrued to Tenant against Landlord prior to the date upon which Agent
shall become the owner of the Premises.

V. Tenant shall not, without obtaining the prior written consent of Agent,
(i) enter into any agreement amending, modifying or terminating the Lease,
(ii) prepay any of the rents, additional rents or other sums due under the
Lease for more than one (1) month in advance of the due dates thereof, (iii)
voluntarily surrender the premises demised under the Lease or terminate the
Lease without cause or shorten the term thereof, or (iv) assign the Lease or
sublet the premises demised under the Lease or any part thereof other than
pursuant to the provisions of the Lease; and any such amendment,
modification, termination, prepayment, voluntary surrender, assignment or
subletting, without Agent's prior consent, shall not be binding upon Agent.

VI. Tenant hereby represents and warrants to Agent that as of the date
hereof (i) Tenant is the owner and holder of the tenant's interest under the
Lease, (ii) the Lease has not been modified, amended or supplemented in any
way and there are no other representations, warranties, agreements,
concessions, commitments or other understandings between the Tenant and the
Landlord regarding the premises demised under the Lease, (iii) the Lease is
in full force and effect and the term thereof commenced on , 19 ,
pursuant to the provisions thereof, (iv) the premises demised under the Lease
have been completed and Tenant has taken possession of and is occupying the
same on a rent paying basis, (v) all improvements and work required under the
Lease to be made by the Landlord and all facilities required under the Lease
to be furnished to the premises demised under the Lease have been completed
to the satisfaction of the Tenant, (vi) the fixed expiration date set forth
in the Lease, excluding renewals and extensions, is , (vii) the
Tenant neither has any option or right to purchase the Premises or any
portion thereof nor does the Tenant have any right or option to terminate the
Lease or any of its obligations thereunder in advance of the scheduled
termination date of the Lease as noted above, (viii) neither Tenant nor
Landlord is in default under any of the terms, covenants or provisions of the
Lease and Tenant to the best of its knowledge knows of no event which but for
the passage of time or the giving of notice or both would constitute a
default or an event of default by Tenant or Landlord under the Lease, (ix)
neither Tenant nor Landlord has commenced any action or given or received any
notice for the purpose of terminating the Lease, (x) all rents, additional
rents and other sums due and payable under the Lease have been paid in full
and no rents, additional rents or other sums payable under the Lease have
been paid for more than one (1) month in advance of the due dates thereof,
(xi) there are no existing defenses, offsets, claims, or credits against the
payment of rent or the performance.

<PAGE>

of the Tenant's obligations under the Lease and (xii) Tenant has paid to the
Landlord a security deposit of $175,870.02.

VII. Tenant shall notify Agent of any default by Landlord under the Lease
which would entitle Tenant to cancel the Lease or abate the rents, additional
rents or other sums payable thereunder, and agrees that, notwithstanding any
provisions of the Lease to the contrary, no notice of cancellation thereof
shall be effective unless Agent shall have received notice of the default
giving rise to such cancellation and shall have failed within sixty (60) days
after receipt of such notice to cure such default, or if such default cannot
be cured within sixty (60) days, shall have failed within thirty (30) days
after receipt of such notice to commence and to thereafter diligently pursue
any action necessary to cure such default.

VIII. All notices, consents and other communications pursuant to the
provisions of this Agreement shall be in writing and shall be hand delivered
or sent by Federal Express or other reputable courier service, or by postage
pre-paid, registered or certified mail, return receipt requested, and shall
be deemed given (i) when received at the following addresses if hand
delivered or sent by Federal Express, or other reputable courier service, and
(ii) three (3) business days after being postmarked and addressed as follows
if sent by registered or certified mail, return receipt requested:

If to Agent:

NationsBank, N.A
Real Estate Banking
8300 Greensboro Drive
McLean, Virginia 22102-3604
Attention: Gary P.F. Carr
Vice President

With a copy to:

Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Attention: Dean A. Stiffle, Esquire

If to a Tenant:

Noticeaddress
Noticeaddress2

Attention: Noticename

With a copy to:

NoticeCCaddress
NoticeCCaddress2

Attention: NoticeCCname

Each party may designate a change of address by notice to the other party,
given at least fifteen (15) days before such change of address is to become
effective.

<PAGE>

IX. This Agreement shall be binding upon and inure to the benefit of Agent
and Tenant and their respective successors and assigns.

X. The term "Agent" as used herein shall include the successors and assigns
of Agent and any person, party or entity which shall become the owner of the
Premises by reason of a foreclosure of the Mortgage or the acceptance of a
deed of assignment in lieu of foreclosure or otherwise. The term "Landlord"
as used herein shall mean and include the present landlord under the Lease
and such landlord's predecessors and successors in interest under the Lease.
The term "Premises" as used herein shall mean the Premises, the improvements
now or hereafter located thereon and the estates therein encumbered by the
Mortgage.

XI. This Agreement may not be modified in any manner or terminated except
by an instrument in writing executed by the parties hereto.

XII. This Agreement shall be governed by and construed under the laws of the
State in which the Premises are located.

IN WITNESS WHEREOF, Agent and Tenant have duly executed this
Agreement as of the date first above written.

NATIONSBANK, N.A., not individually but as
administrative and documentation agent for the
equal and ratable benefit of Co-Lenders

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

COMPANYCAPS

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

<PAGE>

INDIVIDUAL ACKNOWLEDGMENT

STATE OF ----------------------------------
SS
COUNTY OF ---------------------------------

On this ----------- day of -----------------------, 1998, before
me, a Notary Public, personally appeared -----------------------------------,
who I am satisfied, is the person named in the foregoing instrument, and
he/she acknowledged that he/she executed the foregoing instrument as his/her
voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

-----------------------------------------------
Notary Public
My Commission Expires:
----------------------------------------------------------------------
----------------------------------------------------------------------
(PARTNERSHIP ACKNOWLEDGMENT)

STATE OF -------------------------------
SS
COUNTY OF ------------------------------

On this ------------- day of ---------------------------,1998,
before me, a Notary Public, personally appeared ---------------------------
who acknowledged himself/herself to be a general partner of ------------------
the -------------------------- partnership named in the foregoing instrument,
and that he/she as such general partner, being authorized to do so, executed
the foregoing instrument for the purposes therein contained by signing the
name of the partnership by himself/herself as such general partner.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

-----------------------------------------------
Notary Public
My Commission Expires
----------------------------------------------------------------------
----------------------------------------------------------------------
(PARTNERSHIP ACKNOWLEDGMENT)
(CORPORATE ACKNOWLEDGMENT)

STATE OF ----------------------
SS
COUNTY OF ---------------------

On this ----------- day of --------------------, 1998, before me a
Notary Public, personally appeared ------------------------------- who
acknowledged himself/herself to be the vice president of ------------------
the corporation named in the foregoing instrument, and that he/she as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes herein contained by signing the name of the corporation by
himself/herself as such officer.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

------------------------------------------
Notary Public
My Commission Expires

<PAGE>

EXHIBIT A
(Description of Premise)

<PAGE>

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

NATIONSBANK, N.A.,
as Agent

and

COMPANY

-----------------------------------------
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
-----------------------------------------

Dated:

Location:

Suite, Premises
Municipality, County, State

RECORD AND RETURN TO:

Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Attention: Dean A. Stiffle, Esquire

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

<PAGE>

Exhibit L

(Stairway Sketch)

<PAGE>

KEY PLAN

<PAGE>

FLOOR PLAN

<PAGE>

STAIR/RAMP SECTION

<PAGE>

RAMP/STAIR SECTION

<PAGE>

NEW INTERNAL STAIR

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 6172
<SECURITIES> 0
<RECEIVABLES> 10643
<ALLOWANCES> 677
<INVENTORY> 6234
<CURRENT-ASSETS> 26119
<PP&E> 6777
<DEPRECIATION> 3572
<TOTAL-ASSETS> 34076
<CURRENT-LIABILITIES> 7903
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 25856
<TOTAL-LIABILITY-AND-EQUITY> 25921
<SALES> 6296
<TOTAL-REVENUES> 6296
<CGS> 4491
<TOTAL-COSTS> 4491
<OTHER-EXPENSES> 6038
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (96)
<INCOME-PRETAX> (4123)
<INCOME-TAX> (1323)
<INCOME-CONTINUING> (2800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2800)
<EPS-PRIMARY> (0.430)
<EPS-DILUTED> (0.430)

</TABLE>