Exhibit 10.55



                            THIRD AMENDMENT OF LEASE

         THIS THIRD AMENDMENT OF LEASE (this "Amendment") is made as of the ___
day of April, 2000, between VITAMIN REALTY ASSOCIATES, L.L.C. (the "LESSOR"), a
New Jersey limited liability company, having an address at 225 Long Avenue,
Hillside, New Jersey 07205, and ALL COMMUNICATIONS CORPORATION (the "LESSEE"), a
New Jersey corporation, having an address at 140 Route 22, Mountainside, New
Jersey 07092.

                               W I T N E S S E T H

         WHEREAS, pursuant to that certain Lease Agreement dated March 20, 1997
by and between LESSOR and LESSEE, LESSOR leased to LESSEE certain premises
consisting of approximately 1,560 rentable square feet of warehouse space on the
first floor of the building known as 225 Long Avenue, Hillside, New Jersey (the
"Building"), and approximately 7,180 rentable square feet of office space on the
second floor of the Building (collectively the "Demised Premises"); and

         WHEREAS, pursuant to that certain First Amendment of Lease dated as of
December, 1997, LESSOR and LESSEE amended the Lease to add to the Demised
Premises an additional 5,840 rentable square feet of warehouse space on the
first floor of the Building; and

         WHEREAS, pursuant to that certain Second Amendment of Lease dated as of
December, 1999, (which, together with the Lease Amendment and First Amendment
referred to above, shall be referred to herein as the "Lease"), LESSOR and
LESSEE amended the Lease to provide that LESSOR Leased to LESSEE a total of
13,730 rentable square feet of warehouse space on the first floor of the
Building, and a total of 8,491 rentable square feet of office space on the
second floor of the Building; and

         WHEREAS, pursuant to that certain Third Amendment of Lease dated as of
June 1, 2000, (which, together with the Lease Amendment, First Amendment and
Second Amendment referred to above, shall be referred to herein as the "Lease"),
LESSOR and LESSEE amended the Lease to provide that the Demised Premises
consists of a total of 18,000 rentable square feet of warehouse space on the
first floor of the Building, and a total of 15,215 rentable square feet of
office and warehouse space on the second floor of the Building; and

         WHEREAS, LESSOR and LESSEE have agreed to further amend the Lease, on
the terms and conditions hereinafter set forth; and

         WHEREAS, all capitalized terms defined in the Lease and not otherwise
defined herein shall have their respective meanings set forth in the Lease.




         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree that the Lease
is hereby amended as follows:

         1.       (a) Commencing as of February 1, 2000 (the "First Additional
Space Commencement Date"), LESSOR shall demise to LESSEE, and LESSEE shall lease
from LESSOR, the space depicted in Schedule A attached hereto (the "First
Additional Space"). For all purposes of the Lease, and this Amendment, the term
"Demised Premises" shall, as of the First Additional Space Commencement Date,
include the then existing Demised Premises plus the First Additional Space.

                  (b) LESSOR and LESSEE each hereby agrees that the Demised
Premises shall, as of the First Additional Space Commencement Date, consist of a
total of 18,000 rentable square feet of warehouse space on the first floor of
the Building, and a total of 8,491 rentable square feet of office space on the
second floor of the Building.

                  (c) Commencing as of May 1, 2000 (the "Second Additional Space
Commencement Date"), LESSOR shall demise to LESSEE, and LESSEE shall lease from
LESSOR, the space depicted in Schedule B attached hereto (the "Second Additional
Space"). For al purposes of the Lease, and this amendment, the term "Demised
Premises" shall, as of the Second Additional Space Commencement Date, include
the then existing Demised Premises plus the Second Additional Space.

                  (d) LESSOR and LESSEE each hereby agrees that the Demised
premises shall, as of the Second Additional Space Commencement Date, consist of
a total of 18,000 rentable square feet of warehouse space on the first floor of
the Building, and a total of 15,215 rentable square feet of combined warehouse
and office space on the second floor of the Building.

         2.       (a) Schedule B of the Second Amendment is hereby superseded
and replaced with Schedule C annexed hereto.

                  (b) LESSEE's Proportionate Share with respect to the Demised
premises shall be 17.01% as of the First Additional Space Commencement Date.

                  (c) LESSEE's Proportionate Share with respect to the Demised
Premises shall be 21.32% as of the Second Additional Space Commencement Date.

         3. LESSEE agrees that it has inspected the Demised Premises, and agrees
to occupy any additional portions thereof in their "AS IS" condition.

         4. LESSOR and LESSEE each represents to the other that is has not dealt
with any broker or agent with respect to the Demised Premises or this Lease and
each shall indemnify and hold harmless the other from and against any and all
liabilities, claims, suits, demands, judgments, costs, interests and expenses to
which it may be subject or suffer by reason of any claim made by any person,
firm or corporation for any commission, expense or other compensation as a
result of the execution and delivery of this Lease and based on alleged
conversations or negotiations by said person, firm or corporation with either
LESSOR or LESSEE, as the case may be. LESSOR shall pay any commission due to the
Broker pursuant to a separate agreement.


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         5. As hereby modified and amended, the Lease shall remain in full force
and effect.

         6. This Amendment and the Lease embody and constitute the entire
understanding between the parties with respect to the subject matter hereof, and
all prior agreements, representations and statements, oral or written, relating
to the subject matter hereof are merged into this Amendment.

         7. Neither this Amendment nor any provision contained herein may be
amended, modified or extended except by an instrument signed by the party
against whom enforcement of such amendment, modifications or extension is
sought.

         8. This Amendment may be executed in counterparts, each of which shall
be deemed a duplicate original hereof.

         IN WITNESS WHEREOF, this Amendment has been executed by LESSOR and
LESSEE as of the day and year first above written.

                                     VITAMIN REALTY ASSOCIATES, L.L.C.



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


                                     ALL COMMUNICATIONS CORPORATION



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



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                                   SCHEDULE A

                             FIRST ADDITIONAL SPACE








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                                   SCHEDULE B

                             SECOND ADDITIONAL SPACE








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                                   SCHEDULE C

                                   BASIC RENT

                  The Basic Rent shall be payable in equal monthly installments,
in advance, on the Basic Rent Payment Dates. The Basic Rent for the Term shall
be as follows:

                  (a) for the period from the Commencement Date to, but not
including, the Inclusion Date (defined in the First Amendment), the Basic Rent
shall be $62,680.00 per annum, payable in equal monthly installments of
$5,306.67;

                  (b) for the period from the Inclusion Date to, but not
including, the Amendment Commencement Date (defined in the Second Amendment),
the Basic Rent shall be $87,040.00 per annum, payable in equal monthly
installments of $7,253.33;

                  (c) for the period from the Amendment Commencement Date to,
but not including, the First Additional Space Commencement Date (defined in the
Third Amendment), the Basic Rent shall be $122,846.00 per annum, payable in
equal monthly installments of $10,237,17;

                  (d) for the period from the First Additional Space
Commencement Date to, but not including, the Second Additional Space
Commencement Date (defined in the Third Amendment), the Basic Rent shall be
$139,928.00 per annum, payable in equal monthly installments of $11,660.67;

                  (e) for the period from the Second Additional Space
Commencement Date to, but not including, the Expansion Space Commencement Date
(defined in the Fourth Amendment), the Basic Rent shall be $193,720.00 per
annum, payable in equal monthly installments of $16,143.33;



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