LEASE AGREEMENT

AGREEMENT, made December 9, 2002, between Eastpark at 8A, a general partnership, 1000 Eastpark Boulevard, Cranbury, New Jersey 08512, “Landlord”; and Linguagen, Corp., 215 College Road, Paramus, New Jersey 07652, “Tenant”.

W I T N E S S E T H :

WHEREAS, the Landlord intends to lease to the Tenant the suite at 2005 Eastpark Boulevard, Cranbury, New Jersey 08512 (“Building”), constituting a portion of the office/industrial park known as Eastpark at 8A (“Office Park”); and

WHEREAS, the parties hereto wish to mutually define their rights, duties, and obligations in connection with the Lease.

NOW, THEREFORE, in consideration of the promises set forth herein, the Landlord leases unto the Tenant and the Tenant rents from the Landlord the leased premises described in Paragraph 1, and the Landlord and Tenant do hereby mutually covenant and agree as follows:

1.                          LEASED PREMISES

The leased premises shall consist of 5,100 rentable square feet of office and laboratory space (“Leased Premises”) as measured from outside of exterior walls to center line of common walls, together with all existing improvements, and all easements, tenements, appurtenances, hereditaments, rights and privileges appurtenant thereto, and any and all fixtures and equipment which have been installed in the Building by the Landlord for the use of the Tenant in its occupancy of the Leased Premises. Tenant shall also have the right to use all common areas of the Office Park in a similar manner as other Office Park tenants. Tenant shall have the right of 24 hours per day, 365 days per year access to the Leased Premises, Office Park, and parking areas.

2.                          TERM OF LEASE

The term of the Lease shall be five years, to commence on the later of (a) December 1 , 2002, and (b) the issuance of a C.C.O. (“Commencement Date”), and to end on the last day of the month in which occurs the fifth (5 th ) anniversary of the Commencement Date.

Initial: Landlord

Tenant

Lease Version Date: 11-22-02

3.                          TENANT IMPROVEMENTS

3.1   The Tenant shall accept the Leased Premises in its existing condition, subject to Landlord painting the interior walls and replacing the carpet with new commercial grade carpeting in a complementary color to the walls.

3.2   To the extent installed by Tenant, Tenant shall be responsible for the design and installation of its own phone, data, communication, fire alarm, and security systems.

3.3   All mechanical units and equipment provided as a part of the Leased Premises shall be in operating condition at the Commencement Date.

4.                          RENT

4.1   Tenant shall pay, as rent for the Leased Premises, an annual base rent per square foot of $32.00, for an aggregate annual base rent of $163,200.00 (“Base Rent”), payable monthly in the sum of $13,600.00. The annual Base Rent shall be payable in advance in equal monthly installments on the first day of each calendar month.

4.2   Tenant shall pay the following, which shall be referred to herein as “Additional Rent”;

(a)                           A fee per square foot for the Common Area Expenses (as hereafter defined) and real estate taxes; and

(b)                          Any other charges as provided in this Lease. The Base Rent and Additional Rent shall be referred to hereafter as “Rent.”

4.3   Tenant covenants to pay the Rent in lawful money of the United States which shall be legal tender for the payment of all debts, public and private, at the time of payment. Such Rent shall be paid to Landlord at its office address hereinabove set forth, or at such other place as Landlord may, from time to time, designate by notice to Tenant.

4.4   The Rent shall be payable by Tenant without any set-off or deduction of any kind or nature whatsoever and without notice or demand. The sum of all increases required to be paid as Additional Rent or Base Rent in accordance with this Lease, shall be paid to Landlord within ten (10) days following the giving of notice hereof by Landlord of such increases.

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5.                          PARKING AND USE OF EXTERIOR AREA

The Tenant shall have the right to use parking spaces on a non-exclusive basis in common with other tenants of the Building. Landlord reserves the right to allocate specific parking spaces if it chooses, but at all times Tenant shall have reasonably sufficient parking available for its use. The Landlord and Tenant mutually agree that they will not block, hinder or otherwise obstruct the access driveways and parking areas so as to impede the free flow of vehicular traffic on the property. In connection with the use of the loading platforms, if any, Tenant agrees that it will not use the same so as to unreasonably interfere with the use of the access driveways and parking areas. Tenant shall not store trailers or other vehicles on any portion of the access driveways or parking areas, and may not utilize any portion of the land or Building outside of the Leased Premises for any purpose unless consented to in advance by Landlord.

6.                          USE

The Tenant covenants and agrees to use and occupy the Leased Premises only as an office and laboratory, which use is expressly subject to all applicable zoning ordinances, rules and regulations of any governmental instrumentalities, boards or bureaus having jurisdiction thereof. Tenant’s use of the Leased Premises shall not interfere with the peaceable and quiet use and enjoyment by other tenants at their respective leased premises located at the Building or in the Office Park, nor shall Tenant’s activities cause Landlord to be in default under its leases with such other tenants.

7.                          REPAIRS AND MAINTENANCE

7.1   Tenant shall generally maintain and repair the Leased Premises, in a good and workmanlike manner, and shall, at the expiration of the term, deliver the Leased Premises in good order and condition, damages by fire or casualty, the elements and ordinary wear and tear excepted. Tenant covenants and agrees that it shall not cause or permit any waste, damage or disfigurement to the Leased Premises, or any overloading of the floors. Tenant shall maintain and make all repairs to the floor surface, plumbing and electrical systems (including all ballasts and fluorescent fixtures) and the entire HVAC system located within the Leased Premises. Landlord shall be responsible for repairs necessary to the roof, exterior and load-bearing walls, and electric and plumbing systems to the point where they enter the Leased Premises, unless repair is necessitated by any act of Tenant, or

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its agents, employees or contractors. If, however, any repair or maintenance is required due to the acts or omissions of Landlord, its agents, contractors or employees, Landlord will promptly repair the damage, the cost of such repair to be at Landlord’s expense. Landlord will maintain and repair all other portions of the Office Park of which the Building is a part in a proper operating and reasonably safe condition.

7.2   The Tenant shall, at its own cost and expense, pay all metered utility and service charges, including gas and electric servicing the Leased Premises. Landlord shall have the option to install, at its own cost, a separate water meter and invoice Tenant directly for its water usage. The Tenant agrees to maintain all leased areas at a minimum temperature of 45 degrees, excluding cold rooms or other rooms specifically designed for a lower temperature, to prevent the freezing of domestic water and sprinkler pipes. Tenant shall not store any items outside the Leased Premises, and shall deliver its garbage and recyclables to the central receiving area on the lot. Tenant shall dispose of all hazardous/medical waste with an approved hauler at its own cost.

7.3   Landlord shall provide the following during the term of this Lease:

(a)                           Cooperate with all utility companies providing water, gas and electrical service to the point where they enter the Leased Premises for Tenant’s permitted uses;

(b)                          Extermination and pest control when necessary;

(c)                           24-hour access to the Leased Premises;

(d)                          Maintain the fire sprinkler system; and

(e)                           Maintain the common areas of the Office Park, in a manner similar to other office parks in the area, with the cost to be passed on to Tenant as set forth in Paragraph 8.

7.4   Landlord does not warrant that any services Landlord or any public utilities supply will not be interrupted. Services may be interrupted because of accidents, repairs, alterations, improvements or any other reasons beyond the reasonable control of Landlord. If, however, in the event of an interruption of service or supply which is either within or outside of Landlord’s control, Tenant is unable to conduct its business in the Leased Premises for a period of thirty (30) days, or a total of sixty (60) days in a ninety (90) day period, then the rent payable hereunder shall abate until such condition is remedied.

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8.                          COMMON AREA EXPENSES, TAXES AND INSURANCE

8.1   The Tenant shall pay to the Landlord, monthly, as Additional Rent an amount equal to Tenant’s proportionate share of the cost of the following items (“Common Area Expenses”). The cost for capital improvements to the Building or Office Park shall not be included in Common Area Expenses. Tenant’s share of the Common Area Expenses shall be known as its “Proportionate Share.”

(a)                           The costs incurred by the Landlord for real estate taxes and the operation, maintenance or repair of the following items in the Office Park;

(b)                          The cost of the annual insurance premiums charged to the Landlord for insurance coverage which insure the buildings in the Office Park. The insurance shall be for the full replacement value of all insurable improvements with any customary extensions of coverage including, but not limited to, vandalism, malicious mischief, sprinkler damage and comprehensive liability, and insurance for one year’s rent. The Landlord shall maintain said insurance in effect at all times hereunder. Any increase in the insurance premiums due to a change in rating of the Building

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which is solely attributable to Tenant’s use, or due to special Tenant equipment, shall be paid entirely by the Tenant. Tenant expressly acknowledges that Landlord shall not maintain insurance on Tenant’s furniture, fixtures, machinery, inventory, equipment or other personal property. Tenant shall at all times, at its own cost and expense, carry sufficient “All Risk” property insurance on a replacement cost basis to avoid any coinsurance penalties in applicable policies on all of Tenant’s furniture, furnishings, fixtures, machinery, equipment and installations as well as on any alterations or improvements made to the Leased Premises by Tenant at its own cost and expense subsequent to the Commencement Date. Such coverage is to include property undergoing additions and alterations, and shall cover the value of equipment and supplies awaiting installations. On an annual basis, Tenant shall furnish Landlord with certificates of the existence of such insurance; and

(c)                           The real estate and personal property taxes assessed against the Office Park for land, building and improvements, along with any levy for the installation of local improvements affecting the Office Park assessed by any governmental body having jurisdiction thereof. The real estate tax obligation of the Tenant shall include any tax or imposition for parking log usage that may be levied by any governmental body having jurisdiction thereof. In addition to its Proportionate Share of the above items, Tenant shall pay directly all real estate taxes assessed by the municipality on its Tenant improvements; and

(d)                          A management fee of three (3%) percent of the Tenant’s Base Rent.

8.2   Tenant’s Share of Common Area Expenses for any calendar year, part of which falls within the term of this Lease and part of which does not, shall be appropriately prorated. Tenant shall not be obligated to pay any part of (1) any taxes on the income of the Landlord or the holder of an underlying mortgage and any taxes on the income of the lessor under any underlying lease, (2) any corporation, unincorporated business or franchise taxes, (3) any estate gift, succession or inheritance taxes, (4) any capital gains, mortgage recording or transfer taxes, (5) any taxes or assessments attributable to any sign attached to, or located on, the Building or the land, or (6) any similar taxes imposed on the Landlord, the holder of any underlying mortgage or the lessor under any underlying lease.

8.3   During the first year of the lease term, the Tenant shall pay $3.00 per square foot as its Proportionate Share. For each subsequent calendar year of the Term, Landlord shall

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provided Tenant with Landlord’s estimate of the Tenant’s Proportionate Share by February 28th. Within ninety (90) days of the expiration of each calendar year of the Term, the Landlord shall furnish to Tenant a detailed breakdown of the actual Common Area Expenses. Tenant shall have the right, within sixty (60) days of receipt of the breakdown, and during normal business hours, to examine Landlord’s books and records with respect to the Common Area Expenses. In the event Tenant’s Proportionate Share shall be greater than the aggregate paid by the Tenant during the prior period, Tenant shall pay any difference, in one lump sum within thirty (30) days after demand. In the event Tenant shall have overpaid its Proportionate Share, any such overage shall be applied to the Common Area Expenses prospectively due under the Lease. This procedure shall be followed during each year of the lease term, and at the expiration of the Lease, any overage or underage shall be credited or paid after computation by the Landlord, which obligation of Landlord and Tenant shall survive the expiration of the lease term.

8.4   If at any time during the term of this lease the method or scope of taxation prevailing at the commencement of the lease term shall be altered, such substituted tax or imposition shall be payable and discharged by the Tenant in the manner required pursuant to the law which shall authorize such change.

8.5   The Tenant covenants and agrees that it will, at its sole cost and expense, carry liability insurance covering the Leased Premises in the minimum amount of $1,000,000.00 per accident for one (1) person, $3,000,000.00 per accident for two (2) or more persons, and a minimum amount of $300,000.00 for properly damage. The Tenant shall add the Landlord as an additional insured on such policy and will furnish Landlord with a certificate of said liability insurance prior to the Commencement Date and annually thereafter. The certificate shall contain a clause that the policy will not be canceled except on ten (10) days written notice to the Landlord.

8.6   The parties covenant and agree that the insurance policies required to be furnished in accordance with the terms and conditions of this Lease, or in connection with insurance policies which they obtain insuring such insurable interest as Landlord or Tenant may have in its own properties, whether personal or real, shall expressly waive any right of subrogation on the part of the insurer against the Landlord or Tenant. Landlord and Tenant each waives all right of recovery

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against the other, its agents or employees for any loss, damage or injury of any nature whatsoever to property or person for which the waiving party is required by this Lease to carry insurance.

9.                          SIGNS

Landlord will provide a monument sign listing all of the tenants in the Office Park. At its sole expense, the Tenant shall have the right to install on the entrance door to the Leased Premises, only such signs as are required by Tenant for the purpose of identifying the Tenant.

10.                    ASSIGNMENT AND SUBLETTING

10.1   The Tenant may not assign or sublet the Leased Premises without Landlord’s consent, which shall not be unreasonably withheld. Tenant shall advise the Landlord in writing, by certified mail, return receipt requested of its desire to assign or sublease and Landlord shall have forty-five (45) days from receipt of such notice to notify Tenant whether it rejects or consents to the assignment or sublease, or elects to re-capture pursuant to the following. Landlord shall also have the option to elect to re-capture the Leased Premises and terminate the Lease. If Landlord elects to recapture the Leased Premises, Tenant shall surrender the Leased Premises no later than ninety (90) days after Landlord’s written notice of its election to recapture.

10.2   The Landlord’s consent shall not be required and the terms and conditions of Paragraph 10.1 shall not apply as to Landlord’s right to recapture if the Tenant assigns or subleases the Leased Premises to a parent, subsidiary, affiliate or a company into which Tenant is merged or with which Tenant is consolidated, or to the purchaser of all or substantially all of the assets of Tenant.

10.3   In connection with any permitted assignment or subletting, (i) the Tenant shall pay monthly to the Landlord fifty (50%) percent of any increment in rent received by Tenant per square foot over the rent then in effect during the year of the assignment or subletting, which payment shall be made monthly together with the required rent hereunder; and (ii) if Tenant receives any consideration or value for such assignment or subletting, Landlord shall be paid fifty (50%) percent of any such consideration or value within ten (10) days after receipt of the same by Tenant. As a condition hereunder, Tenant warrants and represents to Landlord that it will furnish to Landlord a copy of all pertinent documents with respect to any such assignment or subletting so as to establish Tenant’s obligation to Landlord hereunder.

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10.4   In the event of any assignment or subletting permitted by the Landlord, the Tenant shall remain and be directly and primarily responsible for payment and performance of the within Lease obligations, and the Landlord reserves the right, at all times, to require and demand that the Tenant pay and perform the terms and conditions of this Lease. In the case of a complete recapture, Tenant shall be released from all further liability with respect to the recaptured space. No such assignment or subletting shall be made to any Tenant who shall occupy the Leased Premises for any use other than that which is permitted to the Tenant, or for any use which may be deemed inappropriate for the Building or extra hazardous, or which would in any way violate applicable laws, ordinances or rules and regulations of governmental boards and bodies having jurisdiction.

11.                    FIRE AND CASUALTY

11.1   In case of any damage to or destruction of any portion of the building of which the Leased Premises is a part by fire or other casualty occurring during the term of this Lease (or previous thereto), which shall render at least one-third (1/3 rd ) of the floor area of the Leased Premises or the building untenantable or unfit for occupancy, which damage cannot be repaired within one hundred eighty (180) days from the happening of such casualty, using reasonable diligence (“Total Destruction”) then the term hereby created shall, at the option of the Landlord, upon written notice to the Tenant within fifteen (15) days of such fire or casualty, cease and become null and void from the date of such Total Destruction. In such event the Tenant shall immediately surrender the Leased Premises to the Landlord and this Lease shall terminate. The Tenant shall only pay rent to the time of such Total Destruction. However, in the event of Total Destruction if the Landlord shall elect not to cancel this Lease within the 15-day period, the Landlord shall repair and restore the same to substantially the same condition as it was prior to the damage or destruction, with reasonable speed and dispatch. The rent shall not be accrued after said damage or while the repairs and restorations are being made, but shall recommence immediately after the premises are restored as evidenced by the issuance of a CO/CA by municipal authorities. In any case where Landlord must restore, consideration shall be given for delays under the Force Majeure paragraph in this Lease. Whether or not this Lease has been terminated as a result of a casualty, in every instance, all insurance proceeds payable as a result of damage or destruction to the Building shall be paid to Landlord as its sole and exclusive property.

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11.2   In the event of any other casualty which shall not be tantamount to Total Destruction the Landlord shall repair and restore the Building and the Leased Premises to substantially the same condition as they were prior to the damage or destruction, with reasonable speed and dispatch. The rent shall abate or shall be equitably apportioned as to any portion of the Leased Premises which shall be unfit for occupancy by the Tenant, or which cannot be used by the Tenant to conduct its business. The rent shall recommence immediately upon restoration of the Leased Premises as evidenced by the issuance of a CO/CA by municipal authorities.

11.3   In the event of any casualty caused by an event which is not covered by Landlord’s insurance policy, the Landlord may elect to treat the casualty as though it had insurance or it may terminate the Lease. If it treats the casualty as though it had insurance then the provisions of this paragraph shall apply. The Landlord shall serve a written notice upon the Tenant within fifteen (15) days of the casualty specifying the election which it chooses to make.

11.4   In the event the Landlord rebuilds, the Tenant agrees, at its cost and expense, to forthwith remove any and all of its equipment, fixtures, stock and personal property in order to permit Landlord to expedite the construction. The Tenant shall assume at its sole risk the responsibility for damage to or security of such fixtures and equipment in the event that any portion of the building area has been damaged and is not secure.

12.                    COMPLIANCE WITH LAWS, RULES AND REGULATIONS

12.1   (a)                                The Tenant agrees that upon acceptance and occupancy of the Leased Premises, it will, at its own cost and expense, comply with all statutes, ordinances, rules, orders, regulations and requirements of the Federal, State and Municipal governments arising from the operations of Tenant at the Leased Premises. The Tenant also agrees that it will not comm