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    THIS INDENTURE made as of this 29th day of April, 1988, between
INTERNATIONAL DRIVE, L.P., a New Jersey limited partnership, having an office at
1259 Route 46, Parsippany, New Jersey (hereinafter called the "Lessor"), and
TELEPHONE MARKETING PROGRAMS, INC., a corporation, having an office at 1633
Broadway, New York, New York (hereinafter called the "Lessee").


                                   ARTICLE ONE

                                      TERM

    SECTION 1.01. The Lessor, for and in consideration of the terms, covenants
and conditions herein contained, does hereby demise, lease and let to the
Lessee, and the Lessee does hereby hire and take from the Lessor, upon and
subject to the terms, covenants and conditions herein contained, those certain
premises including the land and building to be built thereon located in the
International Trade Center, Mt. Olive, New Jersey, as described in Exhibit "A"
annexed hereto (hereinafter called the "Demised Premises").

    TO HAVE AND TO HOLD the Demised Premises for a term of ten years commencing
as set forth hereinafter and expiring ten years thereafter (such term is
hereinafter called the "Demised Term").


                                   ARTICLE TWO

                                     RENTAL

    SECTION 2.01. The Lessee covenants and agrees to pay to the Lessor, promptly
when due, without notice or demand and without deduction or set-off of any
amount for any reason whatsoever, beginning upon the commencement date of this
Lease as set forth in Section 15.03 hereof, annual rent in the amount of
$528,000.00 payable in equal monthly installments of $44,000.00 in advance on
the first day of each month, except that the first month's rent shall be
prorated if this Lease commences on a day other than the 1st day of the month,
which first month's rent shall be payable prior to Lessee taking possession of
the Demised Premises.

<PAGE>

    SECTION 2.02 All amounts payable under Section 2.01 of this Article, as 
well as all other amounts payable by the Lessee to the Lessor under the terms 
of this Lease, shall be paid at the office of the Lessor set forth above, or 
at such other place as the Lessor shall from time to time designate by notice 
to the Lessee.

                                  ARTICLE THREE

                                  SUBORDINATION

     SECTION 3.01. This Lease is and shall be subject and subordinate to any and
all mortgages which now or will affect the Demised Premises and to all renewals,
modifications, consolidations, replacements and extensions thereof. This clause
shall be self-operative and no further instrument of subordination shall be
required by any mortgagee. Lessee, upon written request from Lessor, shall
execute a certificate confirming such subordination and Lessee hereby appoints
Lessor, as Lessee's attorney-in-fact, to execute such certificate for and on
behalf of Lessee.


                                  ARTICLE FOUR

                            REAL ESTATE TAX PAYMENTS

     SECTION 4.01. A. Lessee agrees to pay as Additional Rent during the 
Demised Term any and all Real Estate Taxes (as hereinafter defined) imposed 
on the land and the building which constitute the Demised Premises with 
respect to every Tax Year (as hereinafter defined), or part thereof during 
the Demised Term. At Lessor's option, an amount equal to all Real Estate 
taxes shall be paid directly to Lessor, or to its mortgagee, at such monthly 
or other intervals as Lessor or the mortgagee shall direct, who shall pay or 
cause the Real Estate Taxes to be paid, or, if directed by Lessor, Lessee 
shall pay all Real Estate Taxes directly to the proper government authority.

    B. "Real Estate Taxes" shall mean the real estate taxes and assessments and
special assessments imposed upon the building and the land which constitute the
Demised Premises and any rights


                                      - 2 -

<PAGE>

or interests appurtenant to either. If at any time during the any Demised 
Term the methods of taxation prevailing at the commencement of the Demised 
Term shall be altered so that in lieu of or as an addition to or as a 
substitute for the whole or any part of the taxes, assessments, levies, 
impositions or charges now levied, assessed or imposed on real estate and the 
improvements thereon, there shall be levied, assessed or imposed (i) a tax, 
assessment, levy, imposition or charge wholly or partially as a capital levy 
or otherwise on the rents received therefrom, or (ii) a tax, assessment, 
levy, imposition or charge measured by or based in whole or in part upon the 
Demised Premises and imposed upon Lessor, or (iii) a license fee or charge 
measured by the rents payable by Lessee to Lessor, then all such taxes, 
assessments, levies, impositions or charges, or the part thereof so measured 
or based, shall be deemed to be included within the term "Real Estate Taxes" 
for the purposes hereof. A copy of the applicable tax bill shall be 
sufficient evidence of the amount of Real Estate Taxes.

    C. The term "Tax Year" shall mean each twelve (12) month fiscal period or
calendar year during which Real Estate Taxes are assessed and/or collected,
including any portion of which occurs during the Demised Term.


                                  ARTICLE FIVE

                                 USE OF PREMISES

     SECTION 5.01. The Lessee shall use and occupy the Demised Premises as a
warehouse and offices and the Lessee shall not use or occupy or permit the
Demised Premises to be used or occupied in any manner in violation of the
certificate of occupancy, if any, affecting the Demised Premises or make void or
voidable any insurance in force with respect thereto, or which may make it
impossible to obtain fire or other insurance thereon required to be furnished by
the Lessee hereunder, or which will cause structural injury to the buildings or
any part thereof, or which will constitute a public or private nuisance, or
which may


                                      - 3 -

<PAGE>

violate any present or future laws or rules and regulations of any governmental
authority having jurisdiction.


                                   ARTICLE SIX

                                 UTILITY CHARGES

    SECTION 6.01. The Lessee agrees to pay or cause to be paid all charges for
water, sewer, electricity, light, power, cleaning, rubbish removal, snow
removal, telephone or other communication service or other utility or service
used, rendered or supplied to, upon or in connection with the Demised Premises
throughout the Demised Term, and to indemnify the Lessor and save it harmless
against any liability or damages on such account. The Lessee shall also at its
sole cost and expense procure or cause to be procured any and all necessary
permits, licenses or other authorizations required for the lawful and proper
use, occupation, operation and management of the Demised Premises and for the
lawful and proper installation and maintenance upon the Demised Premises of
wires, pipes, conduits, tubes and other equipment and appliances for use in
supplying any such service to or upon the Demised Premises.

    SECTION 6.02 Lessee shall pay for heat and air conditioning at the Demised
Premises without cost to Lessor. All other charges and expenses of the operation
of the Demised Premises shall be paid by Lessee.


                                  ARTICLE SEVEN

                                 INDEMNIFICATION

    SECTION 7.01. The Lessee covenants and agrees, at its sole cost and expense,
to indemnify and save harmless the Lessor against and from any and all claims by
or on behalf of any person, firm or corporation, arising from the conduct or
management of or from any work or thing whatsoever done in or about the Demised
Premises during the Demised Term, and further to indemnify and save the Lessor
harmless against and from any and all claims arising from any condition of any
building on the Demised


                                      - 4 -

<PAGE>

Premises, or of any passageways or spaces therein or appurtenant thereto, or
arising from any breach or default on the part of the Lessee in the performance
of any covenant or agreement on the part of the Lessee to be performed pursuant
to the terms of this Lease, or arising from any act or negligence of the Lessee,
or any of its agents, contractors, servants, employees or licensees, or arising
from any accident, injury or damage whatsoever caused to any person, firm or
corporation (other than those caused by the Lessor or its servants and
employees) occurring during the Demised Term in or about the Demised Premises,
or upon or under the parking lots, driveways, sidewalks and the land adjacent
thereto, and from and against all costs, counsel fees, expenses and liabilities
incurred in or about any such claim, action or proceeding brought thereon; and
in case any action or proceeding be brought against the Lessor by reason of any
such claim, the Lessee upon notice from the Lessor covenants to resist or defend
such action or proceeding by counsel satisfactory to the Lessor.


                                  ARTICLE EIGHT

                      MAINTENANCE, REPAIRS AND ALTERATIONS

    SECTION 8.01. The Lessee shall, throughout the Demised Term, and at no 
expense whatsoever to the Lessor, take good care of the Demised Premises and 
make all repairs, structural and non-structural, interior and exterior, 
necessary to keep the Demised Premises in good and lawful order and 
condition. When used in this Article, the term "repairs" as applied to the 
building and other improvements and to building equipment shall include all 
alterations and improvements, replacements, restoration and/or renewals, 
whether structural or non-structural, when necessary. The provisions and 
conditions of Section 8.03 applicable to changes or alterations shall 
similarly apply to repairs required to be made by the Lessee under this 
Section. Except as otherwise provided elsewhere in this Lease, nothing herein 
contained shall be construed to prevent the Lessee or any permitted 
subtenant, sublessee, or other permitted occupant claiming under or through

                                      - 5 -

<PAGE>

the Lessee from removing from the Demised Premises furniture, machinery and
equipment on the condition, however, that the Lessee shall, at its own cost and
expense, and it hereby agrees to, repair any and all damages to the Demised
Premises resulting from or caused by the removal thereof.

     SECTION 8.02. The Lessee shall permit the Lessor and the authorized
representatives of the Lessor to enter the Demised Premises at all reasonable
times during usual business hours for the purpose of exhibiting or inspecting
the same and for making any necessary repairs to the Demised Premises and
performing any work therein that may be necessary to comply with any laws,
ordinances, rules, regulations or requirements of any public authority, or that
may be necessary to prevent waste or deterioration in connection with the
Demised Premises, which the Lessee is obligated, but has failed, to make,
perform or prevent, as the case may be. The Lessor shall not be liable for
inconvenience, annoyance, disturbance, loss of business or other damage of the
Lessee or any other occupant of the Demised Premises or part thereof, by reason
of making repairs or the performance of any work on the Demised Premises or on
account of bringing materials, supplies and equipment into or through the
Demised Premises during the course thereof, and the obligations of the Lessee
under this Lease shall not thereby be affected in any manner whatsoever.

    SECTION 8.03. Lessee agrees that, without the prior written consent of
Lessor, it will make no alterations or improvements to the land or to the
building or buildings now or hereafter erected upon the Demised Premises. Any
alterations, enlargements and improvements ("alterations") in and to the Demised
Premises shall be made subject to the following provisions:

     (a)  The same shall be performed in a first-class, workmanlike manner;

     (b)  The Lessee shall cause plans and specifications for all such        
          alterations to be furnished to the Lessor prior to the commencement of
          such alterations. Such plans and specifications shall be subject to 
          the Lessor's written approval. The Lessee further agrees that before 
          the commencement of any such alterations, it will file such plans and
          specifications with, and obtain the approval

                                      - 6 -

<PAGE>

          thereof by, all municlpal or other governmental departments or
          authorities having jurisdiction thereof and any mortgagee whose
          consent is needed for such alterations. The originals of all such
          approvals, authorizations, permits and consents of governmental
          authorities and mortgagees shall be delivered to and retained by the
          Lessor. The Lessor shall execute and deliver to the Lessee such
          consents by the Lessor as may be required by any such departments or
          authorities, it being understood, however, that any such consent or
          consents by the Lessor shall not operate or be construed as a consent
          by the Lessor for the purpose of filing any lien or making any charge
          of any kind whatsoever against either the Lessor or the Demised
          Premises;

     (c)  All such alteration work shall be done subject to, and in accordance 
          with, all applicable laws, rules, regulations, and other requirements 
          of all governmental authorities having jurisdiction thereof and of the
          local Board of Fire Underwriters or of any similar body;

     (d)  The Lessee shall promptly pay and discharge all costs, expenses, 
          damages and other liabilities which may arise in connection with or 
          by reason of such alteration work.

     (e)  All such alterations made by the Lessee shall remain upon and be 
          surrendered with the Demised Premises at the expiration or other 
          termination of this Lease.

    SECTION 8.04. This Lease is intended to be a "net lease" and the Lessee
agrees that it will pay all costs and expenses arising out of or in connection
with the use, operation, maintenance, repair and restoration of the Demised
Premises, except that the Lessee shall not be required to pay any debt service,
interest or principal payments on any mortgages of the Demised Premises made by
the Lessor.


                                  ARTICLE NINE

                                REMOVAL OF LIENS

     SECTION 9.01. The Lessee shall not suffer or permit any liens to stand
against the Demised Premises or any part thereof by reason of any work, labor,
services or materials done for, or supplied, or claimed to have been done for,
or supplied to, the Lessee or anyone holding the Demised Premises or any part
thereof through or under the Lessee. If any such lien shall at any time be filed
against the Demised Premises, the Lessee shall cause the same to be discharged
of record within twenty (20) days after the

                                      - 7 -

<PAGE>

date of filing the same, by payment, deposit or bond. If the Lessee shall fail
to discharge any such lien within such period, then, in addition to any other
right or remedy of the Lessor, the Lessor may, but shall not be obligated to,
procure the discharge of the same either by paying the amount claimed to be due
by deposit in a court having jurisdiction or bonding, and/or the Lessor shall be
entitled, if the Lessor so elects, to compel the prosecution of an action for
the foreclosure of such lien by the lienor and to pay the amount of the
judgment, if any, in favor of the lienor with interest, costs and allowances.
Any amount paid or deposited by the Lessor for any of the aforesaid purposes,
and all legal and other expenses of the Lessor, including counsel fees, in
defending any such action or in or about procuring the discharge of such lien,
with all necessary disbursements in connection therewith, together with interest
thereon at the lower of fourteen percent (14%) per annum or the maximum rate
allowed by law, from the date of payment or deposit, shall become due and
payable forthwith by the Lessee to the Lessor, or, at the option of the Lessor,
shall be payable by the Lessee to the Lessor as additional rent, as hereinbefore
provided.


                                   ARTICLE TEN

                             INSURANCE AND CASUALTY

    SECTION 10.01. Lessee, at Lessee's sole cost and expense, at all times
during the Demised Term, shall maintain in full force and effect insurance of
the Demised Premises against fire and casualty loss in such amounts as shall be
sufficient as full replacement coverage of any loss against loss or damage by
fire and against such other risks, of a similar or dissimilar nature, as shall
be insurable against under present or future standard forms of fire and extended
coverage policies or as may be required by any mortgagee or the Lessor. Such
policies shall provide that, at the option of the mortgagee, the proceeds may be
utilized to reduce the mortgage indebtedness or may be held in a trust fund by
the mortgagee to be disbursed solely for repairs and


                                      - 8 -

<PAGE>

restoration of the Demised Premises. Lessee shall also maintain in full force
and effect at all times during the Demised Terms, at Lessee's sole cost and
expense, comprehensive general public liability insurance which shall include
coverage against claims for bodily injury, including death, and property damage
occurring in, on or about the Demised Premises, such insurance to afford minimum
protection of not less than $3,000,000 in respect of bodily injury or death to
any one person, not less than $3,000,000 in respect of any one occurrence or
accident and not less than $1,000,000 in respect of property damage. All such
policies shall be written by insurance companies licensed to do business in the
State of New Jersey satisfactory to Lessor and any mortgagee and shall name
Lessor, all mortgagees and Lessee as parties insured and shall contain a
provision that such insurance may not be reduced or modified by the carrier
except by notice in writing to Lessor and all mortgagees given not less than
twenty (20) days prior to any such change. Lessee shall furnish to Lessor and
all mortgagees, on or prior to the commencement date of this Lease, a duplicate
original or certificate of insurance evidencing said coverage and shall furnish
to Lessor and all mortgagees, not less than twenty (20) days prior to the
expiration date of any such policy, evidence satisfactory to Lessor and such
mortgagees of the continuation of such insurance.


                                 ARTICLE ELEVEN

                                  CONDEMNATION

    SECTION 11.01. In the event that the Demised Premises or any part thereof
shall be taken or condemned for public use and the Lessee shall have duly and
fully kept, performed and observed each and every covenant, on its part to be
kept, performed and observed, then in the event of such taking or condemnation
of the Demised Premises, or any part thereof, for public use, the accrued rent
shall be paid up to the time of the entry of the final order of condemnation,
and for the balance of the Demised Term a just


                                      - 9 -

<PAGE>

proportion of the rent herein reserved shall be abated according to the nature
and extent of the injuries to the Demised Premises.

    Subject to the foregoing, the amount of the award made for the taking of the
Demised Premises, or any part thereof, shall be paid to the Lessor or to its
mortgagees if required by the terms of the mortgages covering the Demised
Premises in accordance with the final determination of the condemnation
commissioners or other similar officials appointed for the purpose of making
such award and Lessee waives any claims thereto.


                                 ARTICLE TWELVE

                  LESSOR'S RIGHT TO PERFORM LESSEE'S COVENANTS

    SECTION 12.01. The Lessee covenants and agrees that if it shall at any time
fail to make any payment or perform any other act which the Lessee is obligated
to perform under this Lease, then the Lessor may, but shall not be obligated to
do so, after ten (10) days' notice to and demand upon the Lessee and without
waiving, or releasing the Lessee from, any obligations of the Lessee in this
Lease contained, make any such payment or perform any such act (unless Lessee
has commenced performance which cannot reasonably be completed within such time)
which the Lessee is obligated to perform under this Lease, in such manner and to
such extent as shall be necessary, and, in exercising any such rights, pay
necessary and incidental costs and expenses, employ counsel and incur and pay
reasonable attorneys' fees. All sums so paid by the Lessor and all necessary and
incidental costs and expenses in connection with the performance of any such act
by the Lessor, together with interest thereon at the lower of (i) fourteen
percent (14%) per annum or (ii) the maximum interest rate allowed by law from
the date of the making of such expenditure by the Lessor, shall be deemed
additional rent hereunder and, except as otherwise in this Lease expressly
provided, shall be payable to the Lessor on demand or at the option of the
Lessor may be added to any rent then due or thereafter becoming due under this
Lease.


                                     - 10 -

<PAGE>


                                ARTICLE THIRTEEN

                              ESTOPPEL CERTIFICATES

    SECTION 13.01. Lessee agrees at any time and from time to time, upon not
less than ten (10) days prior request by Lessor, to execute, acknowledge and
deliver to Lessor a statement in writing certifying that this Lease is
unmodified and in full force and effect (or, if there have been any
modifications that the same is in full force and effect as modified and stating
the modifications), and the dates to which rent and other charges have been paid
in advance, if any, it being intended that any such statement may be relied upon
by any prospective purchaser of the fee or mortgagee or assignee of any mortgage
of the Demised Premises.


                                ARTICLE FOURTEEN

                               DEFAULT PROVISIONS

    SECTION 14.01. This Lease and the Demised Term are subject to the limitation
that if, at any time during the Demised Term, any one or more of the following
events (herein called an "event of default") shall occur, that is to say:

                   (a) if the Lessee shall make an assignment for the benefit of
               its creditors; or

                   (b) if the Lessee files any petition or institutes any
               proceedings under any act or acts, either as a bankrupt or an
               insolvent seeking to be adjudicated a bankrupt, or to be
               discharged from any or all of its debts, or to effect a plan of
               reorganization, or for any other similar relief, or if any such
               petition or proceedings are filed or taken against the Lessee, or
               if any receiver or trustee for all or a substantial part of the
               Demised Premises or of the Lessee shall be appointed by any
               court, and any such petition or proceedings shall not be set
               aside or dismissed or the appointment of said receiver revoked
               within sixty (60) days; or


                                     - 11 -

<PAGE>


              (c) if the Lessee shall fail to pay any installment of the rent or
          additional rent provided for in this Lease, or any part thereof, when
          the same shall become due and payable; or

              (d) if the Lessee shall fail to pay any other charge required
          to be paid by the Lessee hereunder (other than the payment of
          fixed rent and additional rental) and such failure shall
          continue for thirty (30) days after notice thereof from the
          Lessor to the Lessee; or

              (e) if the Lessee shall fail to perform or observe any other
          requirement of this Lease on the part of the Lessee to be performed or
          observed, and such failure shall continue for thirty (30) days after
          notice thereof from the Lessor to the Lessee, then upon the happening
          of any one or more of the aforementioned events of default, and the
          expiration of the period of time prescribed in any such notice, the
          Lessor may give to the Lessee a notice (hereinafter called "notice of
          termination") of intention to end the Demised Term at the expiration
          of five (5) days from the date of service of such notice of
          termination, and at the expiration of such five (5) days, this Lease
          and the Demised Term, as well as all of the right, title and interest
          of the Lessee hereunder, shall wholly cease and expire in the same
          manner and with the same force and effect as if the date of expiration
          of such five (5) day period were the date originally specified herein
          for the expiration of this Lease and the Demised Term, and the Lessee
          shall then quit and surrender the Demised Premises to the Lessor, but
          the Lessee shall remain liable as hereinafter provided.

    SECTION 14.02. Subject to applicable law, if this Lease shall be terminated
as in Section 14.01 hereof provided, the Lessor, or the Lessor's agents or
servants, may immediately or at any time thereafter re-enter the Demised
Premises and remove therefrom the Lessee, its agents, employees, servants,
licensees,


                                     - 12 -

<PAGE>

any subtenants and other persons, firms or corporations, and all or any of its
or their property therefrom, by any suitable action or proceeding at law or by
force or otherwise, without being liable to indictment, prosecution or damages
therefor, and repossess and enjoy and re-let the Demised Premises, together with
all additions, alterations and improvements thereto.

    SECTION 14.03. In case of any such termination, re-entry or dispossess by
summary proceedings or otherwise, the rent reserved hereunder and all other
charges required to be paid by the Lessee hereunder shall thereupon become due
and be paid up to the time of such termination, re-entry or dispossess, and the
Lessee shall also pay to the Lessor all expenses which the Lessor may then or
thereafter incur for legal expenses, attorneys' fees, brokerage commissions, and
all other costs paid or incurred by the Lessor for restoring the Demised
Premises. The Lessor shall also be entitled to collect and retain all payments
of any character then due or thereafter to become due to the Lessee arising from
the Demised Premises or any buildings or improvements thereon and hold and
collect from Lessee any net deficiency after reletting of the Demised Premises.


                                 ARTICLE FIFTEEN

                  COMMENCEMENT OF TERM AND CONDITIONS PRECEDENT


    SECTION 15.01. The land portion of the Demised Premises has been or will be
acquired by Lessor in accordance with a Contract of Sale, dated February 29,
1988, between New Jersey Foreign Trade Zone Venture, as Seller, and Andrew J.
McKelvey, as Purchaser, which contract has been or is being assigned to Lessor
(the "Contract of Sale"). A building and related facilities are to be built upon
such land in accordance with a Development Agreement, dated February 29, 1988,
between Andrew J. McKelvey and New Jersey Foreign Trade Zone Venture (the
"Development Agreement"), which has been or is being assigned to Lessor.

    SECTION 15.02. This Lease is contingent upon the closing being held in
accordance with the Contract of Sale; and


                                     - 13 -

<PAGE>

the construction of the Demised Premises as described in the Development
Agreement. Lessee acknowledges having received copies of the Contract of Sale
and Development Agreement. If such contingencies are not fulfilled, Lessor shall
give notice to Lessee, in which event this Lease shall be cancelled, of no
further force or effect, and neither party shall have any obligation each to the
other.

    SECTION 15.03. This Lease shall commence upon ten (10) days notice from
Lessor to Lessee that the Demised Premises have been substantially completed in
accordance with the Development Agreement.


                                 ARTICLE SIXTEEN

                                     BROKER

    SECTION 16.01.    Each party does represent to the other that it has not
dealt with any broker in negotiating this transaction, and each does hereby
indemnify and agree to save the other harmless of and from any claim or
liability for brokerage commissions by any party claiming to have acted on its
behalf in this transaction.


                                ARTICLE SEVENTEEN

                                 QUIET ENJOYMENT

    SECTION 17.01. The Lessor covenants and agrees that the Lessee, its
permitted successors, permitted assigns and permitted sublessees upon paying the
rent herein reserved, and performing and observing the covenants, conditions and
agreements hereof upon the part of the Lessee to be performed and observed,
shall and may peaceably hold and enjoy the Demised Premises during the Demised
Term, without any interruption or disturbance from the Lessor, subject, however,
to the terms of this Lease and any mortgages affecting the Demised Premises.
This covenant shall be construed as running with the land to and against the
Lessor's successors in interest, and is not, nor shall it operate or be
construed as, a personal covenant of the Lessor, except to the extent of the


                                     - 14 -

<PAGE>

Lessor's interest in the Demised Premises and only so long as such interest
shall continue, and thereafter this covenant shall be binding only upon such
successors in interest in the Demised Premises to the extent of their respective
interests in the Demised Premises, as and when they shall acquire the same, and
only so long as they shall retain such interest.


                                ARTICLE EIGHTEEN

                              SURRENDER OF PREMISES

    SECTION 18.01. Upon the expiration or termination of the Demised Term, the
Lessee shall peacefully and quietly surrender the Demised Premises to the
Lessor, together with all alterations and replacements thereof then on the
Demised Premises, in good order, condition and repair, except for reasonable
wear and tear. Title to all of the Lessee's trade fixtures, furniture and
equipment (other than building equipment) installed in the Demised Premises
shall remain in the Lessee, and, upon expiration or other termination of this
Lease, the same may, and upon the demand of the Lessor shall, be removed, and
any resultant damage to the Demised Premises shall be repaired, by and at the
expense of the Lessee. If any of such trade fixtures, furniture and equipment is
not removed within thirty (30) days after Lessor's demand, all such trade
fixtures, furniture and equipment, shall, at the Lessor's option, be and become
the absolute property of Lessor.


                                ARTICLE NINETEEN

                      ASSIGNMENT, SUBLETTING AND MORTGAGING

    SECTION 19.01. Lessee may not assign this Lease or sublet all or any portion
of the Demised Premises by operation of law or otherwise without the prior
written consent of Lessor and Lessor's mortgagees, except as provided for in
Section 19.02. Lessor agrees that it will not unreasonably withhold or delay its
consent to any such assignment or subletting.

    SECTION 19.02. Anything contained in Section 19.01 to the contrary
notwithstanding, the Lessee may assign this Lease or


                                     - 15 -

<PAGE>

sublet all or any portion of the Demised Premises to affiliates of the Lessee,
provided that Lessee remains liable pursuant to this Lease. For the purposes of
this Paragraph, "affiliates" shall mean companies or entities a) with common
ownership or control with Lessee, b) owned or controlled by Lessee, or c) owned
or controlled by any of the limited partners of Lessee.

    SECTION 19.03. Any assignment of this Lease or subletting of all or a
portion of the Demised Premises shall be subject to the terms pertaining thereto
contained in any mortgage which is a lien against the Demised Premises. No
assignment of this Lease shall be deemed to release Lessee from its obligations
under this Lease.

    SECTION 19.04. The Lessee shall not mortgage or otherwise encumber this
Lease or the Demised Term or the leasehold estate created hereunder or any
interest in the same without Lessor's prior written consent in each instance,
which consent may be withheld in Lessor's sole discretion for any or no reason.


                                 ARTICLE TWENTY

                                     NOTICES

    SECTION 20.01. All notices, demands and requests by either party to the
other shall be in writing, and shall be sent by registered or certified mail, or
recognized overnight delivery service, postage prepaid, or hand delivered to the
party to receive such notice, demand or request at its address as given herein
or at such other address as it may have designated by notice similarly given.
Any notice, demand or request which shall be served upon the Lessor or the
Lessee in the manner aforesaid shall be deemed to have been served or given for
all purposes hereunder two (2) business days after the time such notice, demand
or request shall be mailed by United States registered or certified mail as
aforesaid, in any post office or branch post office regularly maintained by the
United States Government; one (1) business day if by overnight delivery; or the
day of personal delivery.


                                     - 16 -

<PAGE>


                               ARTICLE TWENTY-ONE

                       INVALIDITY OF PARTICULAR PROVISIONS

    SECTION 21.01. If any term or provision of this Lease or the application 
thereof to any person or circumstance shall to any extent be invalid or 
unenforceable, the remainder of this Lease, or the application of such term 
or provision to persons or circumstances other than those as to which it is 
invalid or unenforceable, shall not be affected thereby, and each term and 
provision of this Lease shall be valid and be enforced to the fullest extent 
permitted by law.

                               ARTICLE TWENTY-TWO

                      CUMULATIVE REMEDIES-WAIVER OR CHANGE

    SECTION 22.01. Every term, condition, agreement or provision contained in
this Lease shall be deemed to be also a covenant.

    SECTION 22.02. The specified remedies to which the Lessor may resort under
the terms of this Lease are cumulative and are not intended to be exclusive of
any other remedies or means of redress to which the Lessor may be lawfully
entitled in case of any breach or threatened breach by the Lessee of any
provision of this Lease.

    SECTION 22.03. The failure of the Lessor to insist in any one or more cases
upon the strict performance of any of the terms, covenants, conditions,
provisions or agreements of this Lease or to exercise any option herein
contained shall not be construed as a waiver or a relinquishment for the future
of any such term, covenant, condition, provision, agreement or option. A receipt
and acceptance by the Lessor of rent or any other payment, or the acceptance of
performance of anything required by this Lease to be performed, with knowledge
of the breach of any term, covenant, condition, provision or agreement of this
Lease, shall not be deemed a waiver of such breach, nor shall any such
acceptance of rent in a lesser amount than is herein provided for (regardless of
any endorsement on any check or any statement in


                                     - 17 -

<PAGE>

any letter accompanying any payment of rent) operate or be construed either as
an accord and satisfaction or in any manner other than as a payment on account
of the earliest rent then unpaid by the Lessee, and no waiver by the Lessor or
the Lessee of any term, covenant, condition, provision or agreement of this
Lease shall be deemed to have been made unless expressed in writing and signed
by the party to be charged.

    SECTION 22.04. In addition to the other remedies in this Lease provided, the
Lessor shall be entitled to restraint by injunction of any violation or
attempted or threatened violation, of any of the terms, covenants, provisions or
agreements of this Lease.

    SECTION 22.05. This Lease may not be changed orally, but only by agreement
in writing signed by the party against whom enforcement of the change,
modification or discharge is sought or by its agent.

                              ARTICLE TWENTY-THREE

                                  MISCELLANEOUS

    SECTION 23.01. The terms, conditions, covenants, provisions and agreements
herein contained shall be binding upon and inure to the benefit of the Lessor,
its successors and assigns, and shall be binding upon and inure to the benefit
of the Lessee, its permitted successors and permitted assigns.

    SECTION 23.02. This Lease sets forth the entire agreement and understanding
of the parties with respect to the subject matter hereof. Any and all prior
discussions, negotiations, understandings and agreements are hereby merged
herein.

    SECTION 23.03. The captions and headings throughout this Lease are for
convenience and reference only, and the words contained therein shall in no way
be held or deemed to define, limit, describe, explain, modify, amplify or add to
the interpretation, construction or meaning of any provisions of or the scope or
intent of this Lease nor in any way affect this Lease.


                                     - 18 -

<PAGE>

    IN WITNESS WHEREOF, the parties hereto have executed this Lease as the day
and year first written above.

                         INTERNATIONAL DRIVE, L.P., Lessor
                         By: MAPE, INC., General Partner

                         By: /s/ Andrew J. McKelvey
                             -----------------------------

                         TELEPHONE MARKETING PROGRAMS, INC., Lessee

                         By: /s/ Andrew J. McKelvey
                             -----------------------------


                                     - 19 -

<PAGE>

                                    Exhibit A

Situate in the Township of Mount Olive, Morris County, New Jersey.

Being part of Parcel 5 as the same is described in a deed from Rock Morris 
Inc., A New Jersey Corporation and SMI Corp., A New Jersey Corporation to New 
Jersey Foreign Trade Zone Venture, A New Jersey Partnership dated August 1, 
1979 and recorded in The Morris County Clerk's Office in Deed Book 2515, Page 
381 etc., and part of lands formerly owned by Consolidated Rail Corporation, 
more particularly described as follows.

Beginning at a point in the southwesterly side line of International Drive
(formerly relocated Lozier Road) said point being the point of intersection
formed by the said southwesterly side line of said road with the fourth line of
Tract Two as the same is described in a deed from Lakeland Industrial Park,
Inc., to Public Service Electric and Gas Company by deed dated February 15, 1971
and recorded in The Morris County Clerk's Office in Deed Book 2167, Page 123
etc., and said point being the seventh corner of the above-mentioned Parcel 5
recorded in Deed Book 2515, Page 381 etc., and from said beginning point runs;
thence

          (1)  Along the seventh line of the same being also along the fourth
               line of the said Tract Two recorded in Deed Book 2167, Page 123
               etc., South 48 degrees 30 minutes and 30 seconds West 131.08 feet
               to the fifth corner thereof, being also the eighth corner of the
               above-mentioned Parcel 5 recorded in Deed Book 2515, Page 381
               etc; thence


                                       (1)

<PAGE>

          (2)  Along the eighth line of the same being also along the fifth
               line of the said Tract Two recorded in Deed Book 2167, Page 123
               etc., South 56 degrees 59 minutes and 30 seconds West 179.76 feet
               to the sixth corner thereof, being also the ninth corner of the
               above-mentioned Parcel 5 recorded in Deed Book 2515, Page 381
               etc., and said point being also a point in the original
               northeasterly right of way line of The Delaware, Lackawanna and
               Western Railroad (Morris and Essex Division) now Conrail; thence

          (3)  Along the original right of way line of said railroad, being also
               along the sixth line of the said tract recorded in Deed Book
               2167, Page 123 etc., South 27 degrees 59 minutes and 12 seconds
               East 200.77 feet to the beginning corner of the said Tract Two
               recorded in Deed Book 2167, Page 123 etc., said point being also
               the second corner of Parcel 4, as the same is described in the
               aforesaid deed recorded in Deed Book 2515, Page 381 etc; thence

          (4)  Reversely and in a continuation of the second line of the said
               Parcel 4 recorded in Deed Book 2515, Page 381 etc., being also
               reversely and in a continuation of the first line of the said
               Tract Two recorded in Deed Book 2167, Page 123 etc., South 56
               degrees 59 minutes and 30 seconds West 43.69 feet to a point in
               the new northeasterly right of way line of Consolidated Rail
               Corporation; thence

          (5)  Along the new northeasterly right of way line of Consolidated
               Rail Corporation North 27 degrees 49 minutes and 50 seconds West
               787.60 feet to a point therein; thence

          (6)  Leaving the said new northeasterly right of way line of
               Consolidated Rail Corporation North 57 degrees 48 minutes and 18
               seconds East 307.58 feet to a point in the aforesaid
               southwesterly side line of International Drive (formerly
               relocated Lozier Road); thence

          (7)  Along the said southwesterly side line of International Drive
               (formerly relocated Lozier Road) South 32 degrees 11 Minutes and
               42 seconds East 560.73 feet TO THE PLACE OF BEGINNING.

SUBJECT TO easements, restrictions and other matters of record which affect
title, if any.


                                       (2)

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