**3. ****Term****.**The term of the License (the “Term”) shall be for a period commencing upon theEffective Date and shall be coterminous with the term for the Initial Premises1 andAdditional Premises as described in the Lease, which for the avoidance of doubt, expires on March31, 2013 unless otherwise terminated or extended pursuant to the terms of this Agreement or theLease. Notwithstanding anything to the contrary contained herein, Licensor shall have the right toterminate this Agreement for no reason or for any reason upon ninety (90) days written notice toLicensee; provided, that, if such termination occurs before December 1, 2011, Licensor shallpromptly pay Licensee the applicable “Reimbursement Amount” set forth on Exhibit B attached heretoas reimbursement for costs incurred by Licensee in “fitting-out” the Premises. Upon the expirationof the Term (as it may be extended) or earlier termination of this Agreement, Licensee agrees to(i) promptly vacate and cause its employees, agents, contractors and licensees to vacate thePremises, (ii) remove all equipment, personal property or debris and repair immediately any damagecaused by such removal, and (iii) restore the Premises to substantially the same condition asexisted prior to the commencement of the Term; provided, that, any modifications or improvementsmade by Licensee to the Premises or Property and approved by Licensor in writing may remain (the“Move-Out Conditions”). In the event that Licensee or Licensor defaults in its obligations underthis Agreement and such default continues for more than ten (10) days after written notice by thenon-defaulting party to the defaulting-party, or if such default is of such a nature that it cannotbe remedied within such ten (10) day period, the non-defaulting party may terminate this Agreementimmediately upon written notice to the defaulting-party.**4. ****License Fee****.**As consideration for the License, Licensee shall be required to payLicensor a license fee of Eight Hundred Dollars and No Cents ($800.00) on the first(1st) day of each month for each month of the Term. If the first day of the Term fallson a day other than the first day of a calendar month, the license fee for the partial calendarmonth shall be due and payable for such month, apportioned on a per diem basis for the periodbetween the first day of the Term and the first day of the next first full calendar month in theTerm and such apportioned sum shall be paid on the first (1st) day of the Term. Licensee shall notbe responsible for the payment of any charges for electricity, light, heat, air conditioning, HVACor other utilities or expenses with respect to the Premises (whether or not such usage issub-metered) nor any charges for electricity, light, heat, air conditioning, HVAC or otherutilities or expenses used generally at the Property (i.e., not within Licensee occupied premisesof the Building).**5. ****AS-IS CONDITION****.**Licensee hereby agrees that it accepts the Premises in its “AS-IS”“WHERE IS” condition with all faults and Licensor shall have no obligations to make anyimprovements to the Premises except as expressly set forth in this Agreement.**6.****[Reserved.]****7. ****Insurance Requirements****.**Licensee shall comply with all Tenant insurance requirementspursuant to Section 10(a) of the Lease (the “Insurance Provisions”). All references in theInsurance Provisions to “Term,” “Building,” “Premises” or “Property” shall be deemed to refer to the same terms as defined herein. Further, all references in the Insurance Provisions to“Landlord,” “Tenant,” “Lease,” and “Commencement Date” shall instead refer to “Licensor,”“Licensee,” “Agreement,” and “Effective Date,” respectively, as such terms are defined herein.The policy(ies) maintained, or caused to be maintained, pursuant to this Section 7 shall insure thecontractual liability of Licensee covering the indemnities herein set forth and shall (i) nameLicensor, O’Neill Properties Group, L.P. and J. Brian O’Neill as additional insured parties, and(ii) contain a provision that the insurance provided thereunder shall be primary andnoncontributory with any other insurance available to Licensor.    1 Capitalized terms used but not defined herein shall havethe same meanings ascribed to them in the Office Space Lease dated January 10,2008, by and between Licensor, as landlord, and Licensee, as tenant, as amendedby that certain First Amendment to Office Space Lease dated as of or abouteven date herewith (collectively, the “Lease”).
 
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**8. ****Licensee’s Covenants****.**Licensee hereby covenants and agrees not to damage, deface orotherwise injure the Property or any part thereof, to comply with all applicable federal, state andmunicipal laws, orders, rules and regulations while on or about the Property; and not to disrupt,affect or interfere with the use of the Property by others entitled to use same. This covenant byLicensee includes, but is not limited to, Licensee’s obligation to obtain any and all permits orother governmental or quasi-governmental approvals which may be required in connection with itsactivities, at its sole cost and expense.**9. ****Licensor’s Covenants.** Licensor hereby covenants and agrees: a. to make all necessary repairs and replacements to the structuralelements and Building operating systems and exterior windows and doors of thePremises and other improvements located on the Property necessary and appropriatefor the continued operation of the Building as a first class building; provided,however, that Licensor shall have no responsibility to make any repairs unless anduntil Licensor receives written notice of the need for such repair and providedfurther, that Licensor shall not be obligated to repair any Licensee improvements; b. to keep and maintain all common facilities of the Property and anysidewalks, parking areas, curbs and access ways adjoining the Property in a cleanand orderly condition, free of accumulation of dirt and rubbish and shall keep andmaintain all landscaped areas within the Property in a neat and orderly condition; c. to furnish the Premises with electricity, heating and air conditioningfor the normal use and occupancy of the Premises between 7:00 a.m. and 9:00 p.m.,Monday through Friday, 8:00 a.m. to 1:00 p.m. on Saturdays, of each week during theTerm (Building Holidays excepted); and d. to replace light bulbs, tubes and ballasts for building standardlighting fixtures when required in the Premise, provided, that Licensee shall payto Licensor the standard fees charged by Licensor for the same within thirty (30)days of receipt of an invoice therefor; and e. that Licensee shall quietly have and enjoy the Premises during the Termand without hindrance or molestation by anyone claiming by or through Licensor,subject, however, to the conditions of this Agreement.**10. ****Personal Property****.**Any personal property belonging to Licensee, its invitees, guests,contractors, agents or other third parties, situate upon the Property shall be there at the solerisk of Licensee, and Licensor shall not be liable for damage thereto or theft, misappropriation or lossthereof, except to the extent such damages, theft, misappropriation or theft is attributable toLicensor’s negligence, willful misconduct or breach of this Agreement.
 
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**11. Damage by Fire or Other Casualty**. If the Premises or Building is damaged or destroyed by fireor other casualty, either Licensor or Licensee may terminate this Agreement upon delivering writtennotice of termination to the other party within sixty (60) days of such damage or destruction.**12.****Indemnification****.** a. Licensee shall indemnify, defend and hold Licensor, its agents,contractors, officers, employees, lenders, partners, assigns and successorsharmless from and against any and all loss, cost, damage and expense directlyarising from Licensee’s negligence or misconduct at the Property and any breach ofthis Agreement, including but not limited to, reasonable attorney’s fees,professional fees and court costs. b. Licensor shall indemnify, defend and hold Licensee, its employees,agents, contractors, assigns and successors harmless from and against any and allloss, cost, damage and expense directly arising from Licensor’s negligence ormisconduct at the Property and any breach of this Agreement, including but notlimited to, reasonable attorney’s fees, professional fees and court costs. c. The indemnification provided in this Section 12 shall survive theexpiration or earlier termination of this Agreement.**13. ****Governing Law; Status and Authority; Entire Agreement; Counterparts; Amendments; Waivers;Assignment**. This Agreement shall be governed by the substantive laws of the Commonwealth ofPennsylvania. The parties hereto each represent and warrant to the other that they are dulyorganized, validly existing and subsisting under the laws of the Commonwealth of Pennsylvania andunder the laws of the State of Delaware, as applicable, and that they have all requisite power andauthority to execute and deliver this Agreement and to perform under this Agreement. ThisAgreement constitutes the entire agreement between the parties relating to the License, there beingno other terms or conditions, oral or written, except as herein expressed. This Agreement may beexecuted in counterparts and each counterpart constitutes an original document. This Agreement maybe amended, changed or modified only by written amendment executed by the parties hereto. Nowaiver of any provision of this Agreement shall be valid unless in writing signed by both parties.Neither party shall assign their interest under this Agreement to any other party without the priorwritten consent of the other party.***Remainder of page left intentionally blank; signatures follow on next page.***
 
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**IN WITNESS WHEREOF**, the parties hereto have duly executed this Agreement the day and yearfirst above written.      **LICENSOR:**