printer-friendly

Sample Business Contracts

Pennsylvania-Solebury Township-6805 Route 202 Lease - Jimlew Capital LLC and Tel-Save.com Inc.

Free Customizable Lease Forms

  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

Sponsored Links

                                                                           FINAL

                                      LEASE

                                 BY AND BETWEEN


                               JIMLEW CAPITAL, LLC


                                  ("LANDLORD")


                                       AND


                               TEL-SAVE.COM, INC.

                                   ("TENANT")



                                 January 5, 1999



                                Property Address:

                                 6805 Route 202
                      Solebury Township, Pennsylvania 18963





                                                                 Arnold & Porter

<PAGE>


                                                                           FINAL


                                      LEASE

                  THIS LEASE is made as of this 5th day of January, 1999, by and
between JIMLEW CAPITAL,  LLC, a Delaware limited liability company ("Landlord"),
and TEL-SAVE.COM, INC., a Delaware corporation ("Tenant").

                                   WITNESSETH:

                  1. PREMISES AND IMPROVEMENTS.

                     A. Landlord  does hereby lease and demise unto Tenant,  and
Tenant does hereby lease from Landlord, that certain space (the "Premises") that
Tel-Save.com,  Inc. is  currently  occupying in the  building  (the  "Building")
located at 6802 Route 202, Solebury  Township,  Bucks County,  Pennsylvania,  on
certain  land  (the  "Land")   described  in  Exhibit  A  attached   hereto  and
incorporated  herein (which  Premises  include all of the second,  mezzanine and
third  floors of the  Building  as well as a portion  of the first  floor of the
Building),  along with the right to  non-exclusive  access and use of all common
areas of the Building,  and the exclusive  right to use or permit the use of all
or any portion of the roof of the Building  for any purpose,  all upon the terms
and  conditions  hereinafter  set forth.  Tenant accepts the Premises in "as is"
condition and Tenant's (or its permitted subtenant's) continued occupancy of the
Premises  shall be deemed an  acknowledgment  that the  Premises are in good and
tenantable  order.  Landlord  warrants that it has the right to enter this Lease
for the term hereinafter  provided.  Landlord  covenants that if Tenant pays the
Monthly Base Rent,  Additional  Rent and all other charges  provided for herein,
performs all of its  obligations  provided for hereunder and observes all of the
other  provisions  hereof,  subject to all  applicable  notice and cure periods,
Tenant shall at all times during the Term  peaceably and quietly have,  hold and
enjoy the Premises, without interruption or disturbance from Landlord, or anyone
claiming through or under Landlord, subject to the terms of this Lease.

                     B. On or before  January 1,  2000,  the  Premises  shall be
adjusted to total approximately 10,000 square feet, in a location which shall be
designated by Tenant and approved by Landlord in its reasonable discretion.  All
other terms of this Lease shall remain in full force and effect unless otherwise
noted.

                  2. TERM AND  COMMENCEMENT OF TERM. This Lease shall be in full
force and effect from the date first written above.  The term of this Lease (the
"Term") shall commence on the  Commencement  Date (as  hereinafter  defined) and
shall  expire  sixty  (60)  months  thereafter  unless  otherwise   extended  or
terminated in accordance with the terms hereof.  The Commencement  Date shall be
the date the  Property is deeded  from  Tel-Save,  Inc.  to  Landlord  ("closing
date"). In the event the Commencement Date is a date other than the first day of
a calendar  month,  the Term shall run for the number of months set forth  above
from the  first day of the  calendar  month  following  the  Commencement  Date.
Landlord and Tenant hereby agree to execute a Declaration,  substantially in the
form

<PAGE>

                                      -2-                                  FINAL

attached  hereto  and   incorporated   herein  as  Exhibit  B,  to  confirm  the
Commencement  Date,  the Term and the other matters listed  thereon.  Failure to
execute said Declaration  shall not affect the commencement or expiration of the
Term.

                  3. ANNUAL BASE RENT.

                     A. Tenant shall pay to  Landlord,  at such place or to such
agent as Landlord may from time to time  designate in writing,  by good check or
other good funds  approved by Landlord  from time to time,  as a minimum  annual
rent for the Premises for each Lease Year,  one hundred fifty  thousand  dollars
($150,000)  (the "Annual Base Rent"),  provided  however if the first Lease Year
exceeds twelve (12) calendar  months,  then Annual Base Rent for such Lease Year
shall be  increased  on a  proportionate  basis.  The Annual  Base Rent shall be
payable in equal monthly  installments  ("Monthly Base Rent") of twelve thousand
five hundred dollars  ($12,500).  All installments of Monthly Base Rent shall be
payable monthly in advance, without previous notice or demand therefor, with the
first monthly installment of Annual Base Rent due and payable upon the execution
hereof and each  subsequent  monthly  installment  to be due and  payable on the
first day of each and every month  following  the  Commencement  Date during the
Term.  If the  Commencement  Date is a date other than the first day of a month,
rent for the period  commencing  with and  including the  Commencement  Date and
ending on and including  the day prior to the first day of the  following  month
shall be prorated at the rate of one-thirtieth (1/30th) of the Monthly Base Rent
per day and shall be due and payable on the Commencement Date.

                     B. As of  January 1,  2000,  the amount of the Annual  Base
Rent and Monthly  Base Rent shall be adjusted on a pro rata basis to reflect the
reduction in square footage of the Premises at that time.  All other  provisions
of Section 3(A) above shall remain in full force and effect.

                  4. RIGHT  TO  TERMINATE.  Tenant  shall  have  the  right  to
terminate  this Lease at any time  during the Term by  providing  to  Landlord a
written  notice of  termination  of the Lease,  which notice shall set forth the
date on which the Lease shall  terminate (the "Tenant  Termination  Date").  The
Tenant  Termination  Date shall be no earlier than six (6) months after the date
Tenant delivers to Landlord such notice of termination.  Upon such  termination,
the Lease and the  liabilities and obligations of the parties shall terminate as
of the Tenant  Termination  Date and the Monthly Base Rent and  Additional  Rent
will be apportioned as of the Tenant Termination Date.

                  5. USE OF PREMISES.

                     A. The  Premises  shall be used and  occupied by Tenant for
any purpose permitted by law,  including  without  limitation for the purpose of
general  offices  and/or  telecommunication  services and  activities  which are
incidental  thereto  (but  all  subject  to the  restrictions  described  in the
Solebury  Township Zoning Hearing Board

<PAGE>

                                      -3-                                  FINAL


Application  of William  Terry Doan dated  September  17, 1984) and for no other
purpose whatsoever. The Premises shall not be used for any illegal purpose or in
violation of any  regulation  of any  governmental  body or the  regulations  or
directives of Landlord's  insurance  carriers,  or in any manner to unreasonably
interfere with the quiet  enjoyment of any other tenant of the Building.  Tenant
will not conduct or permit to be conducted any activity,  or place any equipment
in or about the  Premises,  which will in any way  increase  the rate (above the
rate as of the date of this Lease) or cause the  cancellation  of fire insurance
or other insurance on the Building.  Tenant shall,  at its expense,  procure all
governmental  licenses and permits required for the conduct of Tenant's business
in the Premises and shall at all times comply with the requirements of each such
license or permit.

                     B. Tenant  agrees to maintain the  Premises,  the leasehold
improvements,   Alterations  and  any  electrical,   heating,  ventilating,  air
conditioning,  plumbing,  mechanical or other equipment which serve  exclusively
the Premises  ("Equipment") in good order,  repair and condition during the Term
at its sole cost and expense,  and will, at the expiration or other  termination
of the  Term,  surrender  and  deliver  the same and all  keys,  locks and other
fixtures  connected  therewith (except only Tenant's Personal  Property) in like
good  order,  repair  and  condition,  as the  same  is now or  shall  be at the
Commencement Date, except as repaired,  rebuilt,  restored,  altered or added to
pursuant to this Lease,  and except for  ordinary  wear and tear,  casualty  and
condemnation. Landlord shall have no obligation to Tenant to make any repairs in
or to the Premises, the leasehold improvements or Alterations, including without
limitation any  Equipment,  but Landlord shall be obligated to maintain and make
all repairs or replacements to the structure of the base building,  the roof and
any electrical, heating, ventilating, air conditioning,  plumbing, mechanical or
other equipment which do not serve exclusively the Premises.

                     C. Tenant will, at its own cost,  promptly  comply with and
carry out all orders,  requirements or conditions now or hereafter  imposed upon
it by the  ordinances,  laws,  rules,  orders and/or  regulations  of the United
States of America,  the  Commonwealth  of  Pennsylvania,  Bucks  County or other
governmental  entities,  whether  required of Landlord  or  otherwise,  relating
directly to the Premises or the conduct of Tenant's business therein,  including
without limitation the Americans With Disabilities Act ("ADA").  Notwithstanding
the  foregoing,   in  the  event  construction  by  the  Landlord  of  leasehold
improvements  to the Premises  creates a requirement  (pursuant to this Lease or
applicable law) that Tenant make certain alterations to the Premises in order to
comply with the ADA ("ADA Alterations"),  then, at Landlord's option,  exercised
by notice from Landlord to Tenant  (which notice shall include a description  of
the ADA Alterations  and an estimated cost thereof),  (1) Landlord may elect, at
its expense,  to install such ADA Alterations,  in which event Landlord shall do
so with due diligence or (2) if Landlord  notifies Tenant that Landlord does not
elect to pursue  the  foregoing  option,  then  Tenant  shall  have the right to
terminate  this  Lease on a date  which is on or before  sixty  (60) days  after
Tenant's  receipt  of  Landlord's  notice,  which  right to  terminate  shall be
exercised by


<PAGE>

                                      -4-                                  FINAL

sending notice to Landlord of such election to terminate the Lease within thirty
(30) days after Tenant's receipt of Landlord's notice;  provided,  however, time
being of the  essence,  if Tenant does not so terminate  the Lease,  then Tenant
shall be deemed  to have  agreed,  at  Tenant's  expense,  to  install  such ADA
Alterations  and shall do so with due diligence in accordance  with the terms of
this Lease.

                     D.  Tenant  shall  not  place a load  upon any floor of the
Premises  exceeding the load per square foot which the  applicable  floor of the
Premises can accommodate  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 the Building or
to any  other  leased  space  therein  to such a  degree  as to be  unreasonably
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.

                     E. Any and all damage or injury to the Premises (including,
but not limited to, the leasehold improvements and Alterations), the Building or
the Land caused by the Tenant, or by any employee, agent, contractor,  assignee,
subtenant,  invitee or customer of Tenant shall be promptly reported to Landlord
and  repaired  by Tenant at  Tenant's  sole cost to the  extent  the same is not
covered by insurance;  provided, however, that Landlord shall have the option of
repairing any such damage, in which case Tenant shall reimburse Landlord for all
reasonable  costs  incurred by Landlord in respect  thereof as  Additional  Rent
within fifteen (15) days after Tenant receives Landlord's notice of such costs.

                     F. Tenant agrees not to permit any offending odors, exhaust
fumes or noises to  emanate  outside  the  Premises.  In the event  such  odors,
exhaust fumes or noises do so emanate,  Landlord may take  reasonable  action to
prevent such  emanation of odors,  exhaust  fumes or noises after five (5) days'
prior written notice to Tenant  thereof,  during which time Tenant does not cure
the same,  and Tenant shall be liable for any expenses  incurred by Landlord for
preventing the emanating  odors,  exhaust fumes or noises,  as Additional  Rent.
Landlord's  prevention of such emanation of odors, exhaust fumes or noises shall
not operate to cure such default or to estop  Landlord  from pursuing any of the
remedies to which Landlord would otherwise be entitled.

                     G. Tenant shall not use or permit the use of any  apparatus
or instrument for sound production,  reproduction or transmission in such manner
that the sounds so  produced,  reproduced  or  transmitted  shall be  materially
audible  beyond the  interior  of the  Premises,  nor shall  Tenant  utilize any
advertising mechanism within the Building that can be seen, heard or experienced
outside  of  the  Premises,  nor  display,  paint,  distribute  or  cause  to be
displayed,  painted  or  distributed  any  handbill,  bumper  sticker  or  other
advertising  device in any part of the common areas or the  Building,  including
immediately adjacent public streets and alleys. In no event shall Tenant conduct
or permit any activity that constitutes a nuisance.

<PAGE>

                                      -5-                                  FINAL

                     H. Tenant shall not load or permit the loading or unloading
of  merchandise,  supplies  or other  property  nor ship or receive  outside the
shipping and unloading doors and areas which exist as of the date of this Lease,
nor permit the parking or standing outside of said area of trucks,  trailers, or
other vehicles or equipment  engaged in such loading or unloading in a manner to
interfere  with the use of any area of the  Building,  the  common  areas or any
streets.

                     I.  Tenant   shall  not  burn  trash  or  store  or  permit
accumulations of any trash,  garbage,  rubbish or other refuse inside or outside
of the Premises except in compactors or other receptacles  approved by Landlord.
Tenant shall dispose of all waste in accordance with (i) industry  standards for
the  various  types  of  waste  generated  by  Tenant's  business  and  (ii) all
reasonable rules and regulations adopted by Landlord.

                  6. ALTERATIONS BY TENANT.

                     A.  Tenant  will  not  make  or  permit  any  improvements,
additions,  alterations,  fixed  decorations,  substitutions,   replacements  or
modifications,  structural  or  otherwise,  to the  Premises or to the  Building
("Alterations")  without obtaining the prior written consent of Landlord,  which
consent shall not be unreasonably withheld or delayed by Landlord.

                     B.  Alterations  shall be made at  Tenant's  sole  expense.
Tenant shall obtain any necessary  permits and furnish  copies of the permits to
Landlord prior to commencement of any such work. All Alterations must conform to
all governmental rules and regulations  (including  without limitation  building
codes and the Americans With Disabilities Act),  insurance  requirements and the
provisions  of this Lease.  If any  mechanic's  or  materialman's  lien is filed
against  the  Premises,  the  Building  or the Land for work  done or  materials
furnished  to Tenant,  or claimed to have been done for or  furnished to Tenant,
the lien  shall be  released  and  discharged  by  Tenant  within  ten (10) days
thereafter, solely at Tenant's expense, by paying off or bonding the lien.

                  7. TENANT'S PERSONAL  PROPERTY.  "Tenant's  Personal Property"
shall mean all equipment, machinery,  furniture,  furnishings and other personal
property  now or  hereafter  installed or placed in or on the Premises by and at
the sole expense of Tenant that can be removed without damage to the Premises or
the  Building.  Tenant shall remove all of Tenant's  Personal  Property from the
Premises at the  expiration or  termination  of the Term of this Lease and shall
repair any damage to the Premises or the Building  caused by the removal of such
Personal Property. If any taxes on Tenant's Personal Property are levied against
Landlord,  or if the assessed  value of the Land or the Building is increased by
the  inclusion of a value placed on Tenant's  Personal  Property,  the leasehold
improvements or any Alterations,  and if Landlord pays the taxes based on any of
these items, Tenant, on demand, shall immediately reimburse Landlord therefor as
Additional Rent.


<PAGE>


                                      -6-                                  FINAL

                  8. UTILITIES, TAXES AND SERVICES.

                     A. Tenant  covenants  and agrees that it will  furnish on a
schedule  reasonably  determined by Landlord all maintenance and repairs for all
common  areas  of the  Building  and the  Land,  which  shall  include,  without
limitation,  general upkeep, maintenance, snow removal, lawn mowing, landscaping
and  parking  lot  maintenance.   Landlord  agrees  to  provide  water,   sewer,
electricity  and  heat  (collectively,  the  "Utilities")  to  the  Premises  in
reasonably adequate  quantities.  Landlord shall pay any real estate taxes on or
prior to the due date thereof.

                     B.  Tenant  shall  be  responsible  for  the  costs  of all
Utilities for the Building and the Land. Except as specifically set forth herein
to the contrary,  the costs of all  maintenance  and repairs to the Building and
the Land (including  without limitation with respect to the common areas and the
parking lot),  the cost of Landlord's  insurance  required by this Lease and any
real estate taxes shall be divided between the parties,  with Tenant responsible
for eighty percent (80%) of all such costs and Landlord  responsible  for twenty
percent (20%) of all such costs and taxes.

                     C. Landlord shall exercise  reasonable  diligence to remedy
any interruption,  curtailment, stoppage or suspension of any service or system.
If any public utility or governmental  body shall require  Landlord or Tenant to
restrict the consumption of any utility or reduce any service to the Premises or
the Building,  Landlord and Tenant shall comply with such requirements,  whether
or not the  utilities  and  services  referred  to in this  section  are thereby
reduced or otherwise affected, without any abatement or reduction of the Monthly
Base Rent, Additional Rent or other sums payable by Tenant hereunder.

                     D. Tenant shall comply,  at its  expense,  with all orders,
requirements  and conditions now or hereafter  imposed by any ordinances,  laws,
orders and/or regulations of any governmental body having  jurisdiction over the
Premises or the Building,  whether required of Landlord or otherwise,  regarding
the collection,  sorting,  separation and recycling of waste products,  garbage,
refuse and trash.

                     E. Tenant  will  furnish a  tractor  with  mowing  and snow
blowing  attachments  and an  operator  for use by Landlord in the New Hope area
(without cost to Landlord) for up to 40 hours per year.

                  9. SIGNS. No sign, advertisement or notice shall be inscribed,
painted,  affixed or displayed on the windows or exterior  walls of the Premises
or on any  public  area of the  Building  or the Land  without  the  consent  of
Landlord, and then only in such places, numbers, sizes, colors and styles as are
approved by  Landlord  in his  reasonable  discretion  and which  conform to all
applicable laws and ordinances. Landlord agrees that Tenant, who is an affiliate
of the prior owner of the  Premises  and  transferring  ownership to Landlord in
conjunction  with this Lease, may maintain the signage that Tenant currently has
in place on the Premises.  Any additional permitted signs shall be installed and

<PAGE>


                                      -7-                                  FINAL

maintained by Landlord,  at Tenant's  expense.  Notwithstanding  the  foregoing,
Landlord hereby  provides Tenant with a license for the electrified  sign by the
road adjacent to the Building which sets forth Tel-Save.com,  Inc.'s name ("Road
Sign").


                 10. ASSIGNMENT AND SUBLETTING.

                     A. Tenant shall not,  without the prior written  consent of
Landlord,  which  consent  shall not be  unreasonably  withheld  or  delayed  by
Landlord,  (a)  assign or  otherwise  transfer  this  Lease or any of its rights
hereunder, (b) sublet the Premises or any part thereof, or permit the use of the
Premises or any part thereof by any persons other than Tenant or its  employees,
agent and invitees, or (c) permit the assignment or other transfer of this Lease
or any of Tenant's  rights  hereunder by operation of law.  Tenant shall furnish
Landlord with such  information  about any proposed  assignee or subtenant,  its
business and its financial  condition as Landlord may  reasonably  request.  The
consent by Landlord to any assignment,  transfer, or subletting to any person or
entity  shall  not be  construed  as a waiver  or  release  of  Tenant  from any
provision of this Lease,  unless  expressly agreed to in writing by Landlord (it
being  understood that Tenant shall remain  primarily  liable as a principal and
not as a guarantor  or surety).  No consent by Landlord to any such  assignment,
transfer or  subletting  in any one  instance  shall  constitute a waiver of the
necessity  for such  consent in a  subsequent  instance.  In no event  shall any
consent by Landlord be construed to permit  reassignment  or  resubletting  by a
permitted assignee or sublessee.

                     B. In the event that  Tenant  assigns or sublets all or any
portion of the  remises,  Tenant shall be entitled to receive any amount paid as
Monthly Base Rent and Additional  Rent paid by its subtenant and shall be liable
to Landlord only for the amounts due to Landlord under this Lease.

                     C. Any assignment or subletting not in conformance with the
terms of this  Lease  shall be  void.  Tenant  shall  not  collaterally  assign,
mortgage,  pledge,  hypothecate  or  otherwise  encumber  this  Lease  or any of
Tenant's rights hereunder  without the prior written consent of Landlord,  which
consent Landlord may withhold in its reasonable discretion.

                 11. INSURANCE.

                     A.  Tenant  shall  carry and keep in full  force and effect
from and  after the date  hereof  and at all times  during  the Term  broad-form
commercial  general  liability  insurance  with limits of at least Three Million
Dollars  ($3,000,000.00)  for each  occurrence.  Landlord  shall also maintain a
broad-form general liability policy in a comparable amount.

                     B. Tenant shall carry an all-risk insurance policy covering
all  of  Tenant's  Personal  Property,   the  leasehold   improvements  and  the
Alterations in the


<PAGE>

                                      -8-                                  FINAL

Premises for not less than the full insurable value and replacement cost thereof
without reduction for depreciation.  Landlord shall carry an all-risk  insurance
policy  covering  all other parts of the Building and the Land for not less than
the full insurable  value and  replacement  cost thereof  without  reduction for
depreciation.

                     C. All  commercial  general  liability and property  damage
insurance  policies and any other insurance policies carried by Tenant shall (i)
be issued by insurance  companies  authorized to do business in the Commonwealth
of  Pennsylvania   reasonably  satisfactory  to  Landlord;  (ii)  designate,  as
additional  insured,  Landlord (with respect to liability insurance only); (iii)
be written as primary policy coverage and not contributing  with or in excess of
any coverage which Landlord may carry;  (iv) provide for thirty (30) days' prior
written  notice to  Landlord of any  cancellation  or other  expiration  of such
policy; and (v) contain contractual  liability coverage insuring  performance by
Tenant of the  indemnity  provisions  of this  Lease.  Tenant  shall  deliver to
Landlord  either  a copy of each  such  policy  of  insurance  or a  certificate
evidencing  the  coverages  required  hereunder  prior  to  occupancy.   Renewal
certificates  shall be  provided  by  Tenant  on an annual  basis.  Neither  the
issuance of any  insurance  policy  required  hereunder  nor the minimum  limits
specified herein with respect to Tenant's  insurance coverage shall be deemed to
limit or restrict in any way Tenant's liability under this Lease.

                     D. Each party hereby waives any and every right or cause of
action for any and all loss of, or damage to, any of its  property  (whether  or
not such loss or damage is caused by the fault or  negligence of the other party
or anyone for whom said other party may be responsible), which loss or damage is
or would have been covered by valid and  collectible  fire,  extended  coverage,
"All Risk" or similar  policies,  maintained  by such  party or  required  to be
maintained  by such party  under  this  Lease,  to the extent  that such loss or
damage is or could have been recovered  under said insurance  policies.  Written
notice  of the terms of said  mutual  waivers  shall be given to each  insurance
carrier and said insurance policies shall be properly endorsed, if necessary, to
prevent the invalidation of said insurance coverages by reason of said waivers.


                  12. DAMAGE OR DESTRUCTION. If the Premises or any part thereof
shall be damaged by fire or any other  cause,  Tenant  shall give prompt  notice
thereof to Landlord. If, in the judgment of Landlord's architect, restoration of
the  Premises  within a period of six (6) months  from the date of the damage is
possible,  Landlord  shall  restore  the  Premises  to the  extent of  leasehold
improvements,  and  Tenant  shall  make such  insurance  proceeds  available  to
Landlord in accordance with Tenant's insurance  obligations set forth in Section
11. In addition,  Tenant shall repair and restore, at Tenant's sole expense, all
Alterations in the Premises.  If the Premises are unusable, in whole or in part,
during such  restoration,  the Monthly Base Rent and  Additional  Rent hereunder
shall be  proportionately  abated  to the  extent  and for the  period  that the
Premises are unusable. If such damage or destruction shall result from the fault
of Tenant, its agents,  servants or subtenants,  Tenant shall not be entitled to
any abatement of Monthly Base Rent or Additional  Rent.  If  restoration  is not
possible, in the judgment of Landlord's architect,  within the aforesaid six (6)
month period,


<PAGE>

                                      -9-                                  FINAL

Landlord  shall so notify  Tenant,  and  Landlord and Tenant shall each have the
right to  terminate  this Lease by giving  written  notice  thereof to the other
party within sixty (60) days after the occurrence of such damage, in which event
this Lease and the  tenancy  hereunder  shall  terminate  as of the date of such
damage or  destruction  and the Monthly  Base Rent and  Additional  Rent will be
apportioned  as of the date of such  damage or  destruction.  If  neither  party
exercises its right of  termination,  the Premises shall be restored as provided
above.

                 13. CONDEMNATION.  If the Premises or any part thereof shall be
taken  or  threatened  to be  taken by any  governmental  or  quasi-governmental
authority  pursuant to the power of eminent domain,  or by deed in lieu thereof,
Tenant agrees to make no claim for compensation in the  proceedings,  and hereby
assigns to Landlord any rights which Tenant may have to any portion of any award
made as a result  of any such  taking.  This  Lease  shall  terminate  as to the
portion of the Premises  actually  taken by the  condemning  authority as of the
date when title vests in such governmental or quasi-governmental  authority, and
Monthly Base Rent and Additional  Rent shall be ratably reduced as of such date.
The  foregoing  notwithstanding,  as long as  Landlord's  award  is not  thereby
reduced,   Tenant  shall  be  entitled  to  claim,  prove  and  receive  in  the
condemnation  proceedings,  such  awards as may be  allowed  for its  relocation
expenses and for Tenant's  Personal  Property,  but only if such awards shall be
made by the condemning authority in addition to, and stated separately from, the
award made by it for the Land and the Building or part  thereof so taken.  In no
event shall  Tenant be entitled  to any award for the  unexpired  portion of the
Term. If the nature,  location or extent of any proposed condemnation  affecting
the  Building  or the Land is such that  Landlord  elects to  demolish  all or a
portion of the Building,  then  Landlord may  terminate  this Lease by giving at
least sixty (60) days written  notice of termination to Tenant at any time after
such  condemnation.  This Lease shall  terminate  on the date  specified in such
notice,  and  Monthly  Base Rent and  Additional  Rent shall be adjusted to such
date.

                 14. DEFAULT.

                     A.  Any  of  the  following   occurrences   or  acts  shall
constitute an event of default ("Event of Default") under this Lease:

                           (i) If  Tenant  shall  fail to pay any  Monthly  Base
                  Rent, any  Additional  Rent or any other sums under this Lease
                  within five (5) days after  written  notice  thereof  that the
                  same is due and payable.

                           (ii) If Tenant  shall fail to observe or perform  any
                  of the covenants,  conditions and agreements of this Lease and
                  such failure  shall  continue for a period of thirty (30) days
                  after  notice to Tenant of such  failure;  provided,  however,
                  that if such failure is not reasonably  capable of being cured
                  within such  thirty (30) day period,  then the period in which
                  Tenant may cure such  failure  shall be extended to a total of
                  up to one


<PAGE>

                                      -10-                                 FINAL

                  hundred twenty (120) days,  provided Tenant promptly commences
                  and diligently pursues the cure of such failure.

                           (iii) If Tenant 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  and of all or  any  part  of  Tenant'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.

                     B. If an  Event  of  Default  shall  have  occurred  and be
continuing  with  regard to the  making of any  payment  or the doing of any act
herein  required to be made or done by Tenant,  then Landlord may, but shall not
be required to, make such payment or do such act, and the making of such payment
or the doing of such act by  Landlord  shall not  operate  to cure such Event of
Default or to estop  Landlord  from the pursuit of any remedy to which  Landlord
would otherwise be entitled.  Any installment of Monthly Base Rent or Additional
Rent  remaining  unpaid for five (5) days after written  notice thereof that the
same is due shall be subject to a late charge equal to five percent (5%) of such
installment.  Any  installment of Monthly Base Rent or Additional  Rent not paid
within five (5) days after written  notice  thereof that the same is due and any
payments made by Landlord on Tenant's  behalf shall bear interest  until paid at
the rate that is two (2)  percentage  points  above the prime rate  published or
announced  from  time  to  time  by a  federally-insured  financial  institution
selected by Landlord (but in no event greater than the highest non-usurious rate
permitted under the laws of the Commonwealth of Pennsylvania), and such interest
shall  constitute  Additional  Rent  hereunder  due and  payable  with  the next
installment of Monthly Base Rent.

                     C. If an Event of Default shall have occurred, Landlord, at
its option, may terminate this Lease by written notice to Tenant, whereupon this
Lease shall end and all rights of Tenant  hereunder  shall expire and  terminate
and everything  herein required on the part of Landlord to be done and performed
shall cease, but Tenant shall remain liable as provided by law.

                     D. Tenant  hereby  consents  to  the  exercise  of personal
jurisdiction  over it by any federal court with  jurisdiction over cases arising
or local court located in the Commonwealth of Pennsylvania.

                 15.  RULES AND  REGULATIONS.  Tenant  shall at all times comply
with the rules and  regulations  set forth in  Exhibit  C  attached  hereto  and
incorporated herein, and


<PAGE>


                                      -11-                                 FINAL

with any reasonable  additions  thereto and  modifications  thereof adopted from
time to time by  Landlord of which  Tenant has been given five (5) days  written
notice,  and each such rule or  regulation  shall be deemed to be a covenant  of
this Lease to be performed and observed by Tenant.

                 16. ESTOPPEL CERTIFICATES. Tenant shall, without charge, at any
time and  from  time to  time,  within  ten (10)  days of  request  therefor  by
Landlord,  execute,  acknowledge  and  deliver  a written  estoppel  certificate
certifying,  as of the date of such estoppel  certificate,  the  following:  (a)
whether  or not this  Lease is  unmodified  and in full  force and effect (or if
there has been a  modification,  that the Lease is in full  force and  effect as
modified and setting forth such modifications);  (b) whether or not the Term has
commenced and the full rental is now  accruing;  (c) the amounts of Monthly Base
Rent and  Additional  Rent  currently  due and  payable by  Tenant;  (d) that no
Monthly Base Rent has been paid more than thirty (30) days in advance of its due
date;  (e) whether or not Tenant has accepted  possession of the Premises and is
currently  operating its business  therein;  (f) that Tenant has no knowledge of
any then uncured  defaults by Landlord of its obligations  under this Lease (or,
if Tenant has such knowledge, specifying the same in detail); (g) the address to
which notices to Tenant should be sent; and (h) any other information reasonably
requested by Landlord.

                 17.  HOLD-OVER.  If Tenant shall not immediately  surrender the
Premises on the day after the end of the Term,  then Tenant shall,  by virtue of
this  Lease,  become a tenant at  sufferance  at a monthly  rental  equal to the
Monthly  Base Rent and any  Additional  Rent due under the terms of this  Lease,
commencing  said  monthly  tenancy  with the first day next after the end of the
Term.  Tenant,  as a  tenant  at  sufferance,  shall  be  subject  to all of the
conditions and covenants of this Lease (including payment of Additional Rent) as
though the tenancy had originally  been a monthly  tenancy.  During the holdover
period,  each party  hereto  shall give to the other at least  thirty  (30) days
written  notice  to quit the  Premises,  except in the  event of  nonpayment  of
Monthly Base Rent or of Additional  Rent when due, or of the breach of any other
covenant by Tenant, in which event Tenant shall not be entitled to any notice to
quit,  the  usual  thirty  (30)  days  notice to quit  being  expressly  waived.
Notwithstanding the foregoing,  if Landlord shall desire to regain possession of
the Premises  promptly at the  expiration of the Term or any extension  thereof,
Landlord may re-enter and take possession of the Premises by any legal action or
process in force in the  Commonwealth of  Pennsylvania,  and Landlord shall have
the right to recover direct or indirect damages suffered by Landlord as a result
of Tenant's failure to vacate upon such expiration.

                 18. RIGHTS RESERVED BY LANDLORD.

                     A. Landlord,  its affiliate or Daniel  Borislow may use the
remainder of the first floor of the Building, other than the Premises and common
areas, for its or his business purposes,  with the understanding that such space
shall not be physically separated from the Premises.


<PAGE>

                                      -12-                                 FINAL

                     B. Provided  Landlord does not unreasonably  interfere with
the  operation  of Tenant's  business,  Landlord  may enter the  Premises,  upon
reasonable  advance  notice  to  Tenant,  to  exhibit  the  same to  prospective
purchasers, mortgagees or tenants, to inspect the Premises to verify that Tenant
is complying with all its obligations hereunder, to make repairs, alterations or
improvements to the Premises or to other space in or on the Building, to install
or service Building systems, to perform maintenance  services,  and to post such
notices  as  Landlord  may  reasonably  desire in order to protect  its  rights.
Landlord and its representatives shall have the authority to take such materials
and  equipment  onto the  Premises as may be  necessary  for  accomplishing  the
purposes set forth in this section. In the event of an emergency, Landlord shall
have access to the Premises at any time without notice.

                 19. MISCELLANEOUS.

                     A. Landlord may freely sell,  assign or otherwise  transfer
all or any portion of its  interest  under this Lease or in the  Premises or the
Building or the Land,  and in the event of any such  transfer and  assumption of
the Landlord's obligations under this Lease, the party originally executing this
Lease as  Landlord,  and any  successor  or  affiliate  of such party,  shall be
relieved of any and all of its  obligations  under this Lease from and after the
date of such transfer.  Tenant shall  thereafter be bound to the transferee with
the same effect as though the latter had been the original  Landlord  hereunder,
provided that the transferee assumes and agrees to carry out all the obligations
of Landlord hereunder.

                     B. All  notices  required  or desired to be given by either
party to the other shall be personally delivered or sent by recognized overnight
courier or by certified mail,  return receipt  requested,  postage prepaid,  and
shall be effective upon actual receipt as verified by written acknowledgement of
delivery in the case of personal or overnight delivery and by the return receipt
in the case of certified  mail. All notices to the  respective  parties shall be
addressed and sent as follows:

If to Landlord:                         At the Building
                                        Attention: Daniel Borislow

If to Tenant:                           At the Premises
                                        Attn:  Legal Dept.

                  and a copy to:        Arnold & Porter
                                        777 South Figueroa Street
                                        44th Floor
                                        Los Angeles, CA 90017-2513
                                        Attention:  Ted Johnsen, Esq.

<PAGE>


                                      -13-                                 FINAL

Either party may, by like written  notice,  designate a new address or recipient
to which such notices shall be directed.

                     C. All rights and remedies given herein and/or by law or in
equity to Landlord are separate,  distinct and  cumulative,  and no one of them,
whether  exercised by Landlord or not, shall be deemed to be in exclusion of any
of the  others.  No failure of Landlord  to  exercise  any power given  Landlord
hereunder,  and no custom or practice of the parties at variance  with the terms
hereof shall  constitute a waiver of Landlord's right to demand exact compliance
with the terms hereof.  Receipt by Landlord of any Monthly Base Rent, Additional
Rent or other  sums  payable  hereunder  with  knowledge  of the  breach  of any
provision  hereof,  or  acceptance  by Landlord  of partial  payments or partial
performance,  shall not  constitute  a waiver of any such  breach.  No waiver by
Landlord of any  provision  hereof shall be deemed to have been made unless made
in writing,  and a waiver so given on one occasion  shall not be deemed a waiver
on any subsequent occasion.

                     D. LANDLORD AND TENANT  HEREBY WAIVE ALL RIGHTS TO A TRIAL
BY JURY IN ANY CLAIM,  ACTION,  PROCEEDING OR COUNTERCLAIM  ARISING OUT OF OR IN
ANY WAY CONNECTED  WITH THIS LEASE OR TENANT'S USE OR OCCUPANCY OF THE PREMISES.
THIS WAIVER OF RIGHT TO JURY TRIAL IS GIVEN  KNOWINGLY  AND  VOLUNTARILY  BY THE
FOREGOING PARTIES.

                     E. The  submission  of an unsigned  copy of this Lease does
not  constitute  a  reservation  of or option for the  Premises,  and this Lease
becomes  effective  only upon  execution  and  delivery  thereof by Landlord and
Tenant  and  approval  thereof  by any  current  mortgagee  of the  Land and the
Building and any other owner, investor or lender of Landlord having the right to
approve this Lease.

                     F. All of the  covenants,  agreements,  terms,  conditions,
provisions  and  undertakings  in this Lease  shall inure to the benefit of, and
shall extend to and be binding  upon,  the parties  hereto and their  respective
heirs, executors, legal representatives,  successors and assigns, subject to the
restrictions contained in this Lease with respect to assignment and subletting.

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


<PAGE>
                                      -14-                                 FINAL


                     H. Time is of the essence of this Lease. Neither this Lease
nor a memorandum thereof shall be recorded.  This Lease shall be construed under
the laws of the Commonwealth of Pennsylvania.

                     I. Landlord  and Tenant  each  represent  that they had no
dealings with any real estate  broker,  finder or other person,  with respect to
this Lease in any manner.  Tenant agrees to indemnify and hold harmless Landlord
against and from any claim or demand for any brokerage commission or other fees,
and  all  costs,  claims,  expenses  and  liabilities  in  connection  therewith
(including,  without  limitation,  attorneys'  fees,  disbursements  and  actual
costs),  arising  out of any  purported  or actual  dealings  by Tenant  and any
broker.

                     J. Any sum owed or reimbursable by Tenant to Landlord under
this Lease (excluding  Monthly Base Rent) shall be considered  "Additional Rent"
payable, without diminution,  set-off or deduction. Except as otherwise provided
in this  Lease,  all  payments  of  Additional  Rent shall be paid no later than
thirty (30) days after the date Landlord notifies Tenant of the amount thereof.

                     K. In the event  suit  shall be  brought  by  either  party
hereto  against the other to enforce any of the  provisions  of this Lease,  the
prevailing  party in any such action shall be entitled to recover from the other
party all of its expenses  incurred in  connection  with such action,  including
reasonable attorneys' fees, disbursements and actual costs.

                     L. This  Lease is being  executed  in  conjunction  with an
Agreement of Purchase and Sale of Real Property  dated as of the ___ of January,
1999,  under which Tenant  conveys to Landlord  real  property that includes the
Premises that are the subject of this Lease. The  effectiveness of this Lease is
conditioned  upon the  execution,  delivery  and  effectiveness  of and  closing
pursuant to the Agreement of Purchase and Sale of Real Property.  Other than the
Agreement  of Purchase  and Sale of Real  Property,  this Lease,  including  the
exhibits  hereto,  is intended by the parties as the final  expression  of their
agreement and as a complete and exclusive  statement of the terms  thereof,  all
negotiations, considerations and representations between the parties having been
incorporated  herein.  No course of prior dealings  between the parties or their
affiliates  shall be relevant or  admissible  to determine the meaning of any of
the terms of this Lease. No  representations,  understandings or agreements have
been  made or  relied  upon  in the  making  of  this  Lease  other  than  those
specifically  set forth  herein.  This Lease can only be  modified  by a writing
signed by all of the parties hereto or their duly authorized agents.

                     M.  Landlord  and Tenant shall share the use of the outdoor
parking  lot  adjacent  to the  building,  based on each of their  proportionate
occupancy of the Building.

<PAGE>


                                      -15-                                 FINAL

                     N. In the event  Landlord does not fulfill its  obligations
under this  Lease,  then Tenant  may,  but shall not be  required  to, take such
actions  so as to  satisfy  such  obligations,  and  the  satisfaction  of  such
obligations  by Tenant shall not operate to cure such default or to estop Tenant
from the pursuit of any remedy to which  Tenant  would  otherwise  be  entitled.
Landlord shall,  upon demand,  repay Tenant such funds  expended,  plus interest
thereon at two (2) percentage points above the prime rate published or announced
from  time to time by a  federally-insured  financial  institution  selected  by
Tenant (but in no event  greater than the highest  non-usurious  rate  permitted
under the laws of the Commonwealth of Pennsylvania).  In the event Landlord does
not  repay  Tenant  such  funds  and  interest  within  ten (10)  days of demand
therefor,  Tenant shall have the right to offset such funds and interest against
rent due hereunder.

                      [Signatures follow on the next page]


<PAGE>


                                      -16-                                 FINAL


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

WITNESS:                            LANDLORD:

                                    JIMLEW CAPITAL, LLC,
                                    a Delaware limited liability company



____________________                By:  _____________________[SEAL]
                                         Name
                                         Title


WITNESS:                            TENANT:

                                    TEL-SAVE.COM, INC.,
                                    a Delaware corporation


____________________                By:  _____________________[SEAL]
                                         Name
                                         Title


<PAGE>






                                                                           FINAL

                                    EXHIBITS

                           Exhibit A:   Legal Description of the Land

                           Exhibit B:   Declaration

                           Exhibit C:   Rules and Regulations


<PAGE>

                                                                           FINAL

                                    EXHIBIT A


                          LEGAL DESCRIPTION OF THE LAND


ALL THAT CERTAIN parcel of land, Situate in the Township of Solebury,  County of
Bucks and Commonwealth of Pennsylvania,  bounded and described according to Plan
of Survey  made for Magill  Brothers,  by George  Rice,  Registered  Surveyor of
Solebury,  Pennsylvania, dated December 31, 1974, and revised December 19, 1977,
as follows:

BEGINNING at a point on the Westerly side of L.R. 1086 Spur,  said point being a
corner in line of lands now or late of J.D. Materials Co., Inc., on the Solebury
Township - New Hope  Borough  line;  thence along said lands now or late of J.D.
Materials  Co.,  Inc., on the Solebury  Township - New Hope Borough line,  South
eighty-one  degrees  thirty  minutes  thirty-eight  seconds West,  three hundred
ninety-three and twenty-one  one-hundredths feet to a point, a corner in line of
lands of The  Delaware  River Joint Toll Bridge  Commission;  thence  along said
lands of The Delaware  River Joint Toll Bridge  Commission,  the four  following
courses and  distances:  (1) North  seventeen  degrees  sixteen  minutes  eleven
seconds West,  four hundred  seventy-seven  and fifty  one-hundredths  feet to a
point, a corner;  thence (2) North thirty-nine  degrees two minutes  twenty-five
seconds East, ninety and fourteen  one-hundredths  feet to a point, a corner (3)
North  seventeen  degrees  sixteen  minutes  eleven  seconds  West  fifty and no
one-hundredths  feet to a point,  a  corner;  and (4)  North  fifty-one  degrees
thirty-three  minutes ten seconds West, two hundred  twenty-one and ninety-three
one  hundredths  feet to a point,  a corner of lands now or late of Bernard  and
Betty J.  Rozansky;  thence along said lands now or late of Bernard and Betty J.
Rozansky,  North eighty-two  degrees twenty minutes nineteen seconds East, eight
hundred sixty-two and thirty-three  one-hundredths  feet to a point, a corner on
the  Westerly  side of the  aforesaid  L.R.  1086  Spur;  thence  along the said
Westerly side of L.R. 1086 Spur;  along a curve to the left,  having a radius of
one thousand,  two hundred five and ninety-two  one-hundredths feet, for the arc
length of forty and four  one-hundredths  feet,  to a point of tangency,  thence
still along the same, South thirteen degrees,  thirty-nine  minutes  thirty-nine
seconds West, six hundred fifty-four and ten  one-hundredths  feet to a point of
curvature;  thence along a curve to the right,  having a radius of one-thousand,
eighty-five  and  ninety-two   one-hundredths   feet,  for  the  arc  length  of
ninety-eight  and  eighty-one  one-hundredths  feet,  to the  point and place of
beginning.

CONTAINING 10.06 ACRES OF LAND

COUNTY TAX PARCEL NO.:  41-28-67

BEING  THE SAME  PREMISES  which The  Fidelity  Bank,  Beverley  W.  Magill  and
Frederick  B.  Williamson,  III,  trustees  for Marital  Trust under the Will of
Winfield A. Magill,  deceased and Thomas H. Magill and Joyce W. Magill,  husband
and wife by Deed dated October 9, 1984,  and recorded  October 31, 1984, in Land
Record Book 2582 Page

<PAGE>

                                                                           FINAL

653,  Bucks  County  records,  granted  and  conveyed  unto Omni  Contractors  a
Pennsylvania General Partnership, in fee.

TOGETHER with all and singular the buildings and  improvements,  ways,  streets,
alleys,  driveways,   passages,   waters,   water-courses,   rights,  liberties,
privileges, hereditaments and appurtenances,  whatsoever unto the hereby granted
premises  belonging,  or  in  anywise  appertaining,   and  the  reversions  and
remainders,  rents,  issues,  and profits  thereof;  and all the estate,  right,
title, interest,  property,  claim and demand whatsoever of the said grantor, as
well at law as in equity, of, in and to the same.


<PAGE>

                                                                           FINAL

                                    EXHIBIT B


                                   DECLARATION


                  Attached  to and made part of the  Lease  dated the ___ day of
January,  1999,  entered  into by and between  JIMLEW  CAPITAL,  LLC, a Delaware
limited  liability  company,  as Landlord,  and  TEL-SAVE.COM,  INC., a Delaware
corporation, as Tenant.

                  Landlord   and   Tenant  do  hereby   declare   that  (a)  the
Commencement Date is hereby established to be  _________________________,  199__
and (b) the Term of the Lease shall terminate on _______________________,  200__
unless terminated  earlier as provided  therein.  The Lease is in full force and
effect as of the date hereof,  Landlord  has  fulfilled  all of its  obligations
under the Lease  required to be  fulfilled by Landlord on or prior to such date,
and Tenant has no right of set-off against any rentals as of the date hereof.

WITNESS:                            LANDLORD:

                                    JIMLEW CAPITAL, LLC,
                                    a Delaware limited liability company


____________________                _____________________ [SEAL]
                                    Name
                                    Title


WITNESS:                            TENANT:

                                    TEL-SAVE.COM, INC.,
                                    a Delaware corporation


____________________         By:    _____________________[SEAL]
                                    Name
                                    Title



DATED:  ____________________, 199__.


<PAGE>



                                                                           FINAL

                                    EXHIBIT C


                              RULES AND REGULATIONS

              The following rules and  regulations  have been formulated for the
safety and well-being of all the tenants of the Building.

              Subject to the terms of the Lease,  Landlord reserves the right to
rescind, amend, alter or waive any of the following rules and regulations at any
time when, in its sole judgment, it deems it necessary,  desirable or proper for
the best interests of the Building and for the best interests of the tenants.

              1. The common areas in the Building shall not be obstructed by any
tenant or used for any  purpose  other than  ingress  and egress to and from the
tenant's demised premises.  Landlord shall have the right to control and operate
the common areas, and the facilities furnished for the common use of the tenants
in such manner as Landlord,  in its sole discretion,  deems best for the benefit
of the  tenants  generally.  No tenant  shall  permit  the visit to its  demised
premises of persons in such number or under such conditions as to interfere with
the use and  enjoyment  by other  tenants of the common  areas.  No tenant shall
place any mats, trash or other objects in the common areas.

              2. No  awnings  or  other  projections  shall be  attached  to the
outside walls of the  Building.  No drapes,  blinds,  shades or screens shall be
attached  to or hung in, or used in  connection  with,  any  window or door of a
tenant's  demised  premises,  without  Landlord's  consent.  The Landlord hereby
consents to any drapes, blinds, shades or screens in the Premises as of the date
of this Lease.

              3. The water and wash closets and other  plumbing  fixtures  shall
not be used for any purposes  other than those for which they were  constructed,
and no sweepings,  rubbish,  rags or other  substances shall be thrown or placed
therein.

              4. There shall be no  marking,  painting,  drilling  into or other
form of defacing or damage of any part of the shell or core of the Building.

              5. No  bicycles,  vehicles or  animals,  birds or pets of any kind
(other than seeing-eye dogs assisting disabled persons) shall be brought into or
kept in or  about a  tenant's  demised  premises.  No  cooking  shall be done or
permitted by any tenant on its demised  premises,  except that,  with Landlord's
prior written approval,  a tenant may install and operate for the convenience of
its employees a lounge or coffee room with stove, sink, refrigerator,  microwave
oven  and/or  coffee  makers.  No tenant  shall  cause or permit any  unusual or
objectionable odors to originate from its demised premises. Each tenant shall be


<PAGE>

                                                                           FINAL

obligated to maintain  sanitary  conditions in any area approved by the Landlord
for food and beverage preparation and consumption.

              6. Except as  permitted  by this  Lease,  no space in or about the
building shall be used by any tenant for the manufacture of  merchandise,  goods
or property of any kind nor, in the case of non-retail tenants,  for the storage
or sale or auction of the same.

              7. No flammable, combustible, explosive, hazardous or toxic fluid,
chemical or  substance  or firearms  shall be brought  into or generated or kept
upon a  tenant's  demised  premises,  except  for  those  fluids,  chemicals  or
substances which are used in Tenant's business pursuant to the permitted uses of
the Lease so long as such fluids,  chemicals and substances are stored, used and
disposed of in accordance with all applicable laws.

              8. Landlord reserves the right to exclude from the Building at all
times, any person who is not known or does not properly  identify himself to the
Landlord or its agents.  Each tenant  shall be  responsible  for all persons for
whom it authorizes entry into the Building,  and shall be liable to Landlord for
all acts of such persons.

              9. Canvassing,  soliciting  and   peddling  in  the  Building  are
prohibited and each tenant shall cooperate to prevent the same.

             10. No space leased to any tenant shall be used, or permitted to be
used, for lodging or sleeping or for any immoral or illegal purpose.

             11. Employees of Landlord other than those expressly authorized are
prohibited  from  receiving  any  packages or other  articles  delivered  to the
Building for any tenant and,  should any such employee  receive any such package
or  article,  he or she in so doing  shall be the agent of such  tenant  and not
Landlord.

             12. Tenant shall not affix  any floor  covering to any floor of the
demised premises or Building with adhesive or glue of any kind without obtaining
Landlord's prior written consent.