Exhibit 10.1(b)




AMENDED
AND RESTATED OFFICE LEASE




for




212
Church Road, Upper Gwynedd, Pennsylvania




by
and between




212
CHURCH ASSOCIATES, L.P.


(as
Landlord)




and




ICON
CLINICAL RESEARCH, INC.


(as
Tenant)




Dated:
January 1, 2001







TABLE
OF CONTENTS


PagePREAMBLE — BASIC LEASE
      PROVISIONS AND DEFINITIONS
            
            11.
            Definitions
            
            32.
            Premises
            
            33.
            Intentionally
      Omitted
            
            34.
            Term
            
            35.
            Use
      of Premises
            
            46.
            Rent
            
            4a)
            Fixed Basic
      Rent
            
            4b)
            Additional
      Rent
            
            5c)
            Disputes
            
            6d)
            Independent Covenant;
      Survival
            
            77.
            Insurance
            
            7a)
            Tenant
      Liability
            
            7b)
            Landlord
      Liability
            
            7c)
            Waiver of
      Subrogation
            
            7d)
            Increase of
      Premiums
            
            88.
            Repairs and
      Maintenance
            
            89.
            Utilities and
      Services
            
            910.
            Governmental
      Regulations
            
            1011.
            Signs
            
            1112.
            Alterations, Additions
      and Fixtures
            
            1113.
            Mechanic’s
      Liens
            
            1214.
            Landlord’s Right of
      Entry
            
            1315.
            Damage by Fire or
      Other Casualty
            
            1316.
            Non-Abatement of
      Rent
            
            1417.
            Indemnification
            
            1518.
            Condemnation
            
            15








a)
              Termination
              
              15b)
              Partial
      Condemnation
              
              15c)
              Award
              
              1619.
              Quiet
      Enjoyment
              
              1620.
              Rules and
      Regulations
              
              1621.
              Assignment and
      Sublease
              
              1622.
              Tenant’s Relocation
      [Intentionally Deleted]
              
              1923.
              Subordination
              
              1924.
              Curing Tenant’s
      Defaults
              
              1925.
              Surrender
              
              1926.
              Defaults-Remedies
              
              20a)
              Defaults by
      Tenant
              
              20b)
              Landlord’s
      Remedies
              
              20c)
              Landlord
      Default
              
              22d)
              Waiver of Jury
      Trial
              
              22e)
              Non-Waiver
              
              23f)
              Rights and Remedies
      Cumulative
              
              2327.
              Condition of
      Premises
              
              2328.
              Hazardous
      Substances
              
              2429.
              Recording
              
              2530.
              Brokers’
      Commission
              
              2531.
              Notices
              
              2532.
              Irrevocable Offer: No
      Option
              
              2633.
              Inability to
      Perform
              
              2634.
              Survival
              
              2635.
              Corporate
      Tenants
              
              2636.
              Waiver of Invalidity
      of Lease
              
              2637.
              Security
      Deposit
              
              2638.
              Estoppel
      Certificate
              
              27


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39.
              Rights Reserved by
      Landlord
              
              2740.
              Miscellaneous
              
              28a)
              Entire
      Agreement
              
              28b)
              Modification
              
              28c)
              Interpretation
              
              28d)
              Exhibits
              
              29e)
              Captions and
      Headings
              
              29f)
              Interest
              
              29g)
              Severability
              
              29h)
              Joint and Several
      Liability
              
              29i)
              No
      Representations by Landlord
              
              29j)
              Relationship of
      Parties
              
              29k)
              Choice of
      Law
              
              2941.
              Additional
      Definitions
              
              2942.
              Lease
      Condition
              
              3043.
              Guaranty
              
              3044.
              Access to Adjoining
      Property
              
              3145.
              Existing
      Lease
              
              31


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THIS
AMENDED AND RESTATED LEASE (the “Lease”) is made as of the 1st day of January,
2001 between 212 CHURCH ASSOCIATES, L.P., a Delaware limited partnership
(hereinafter referred to as “Landlord”), whose address is c/o First Evergreen,
101 Eisenhower Parkway, Roseland, New Jersey 07068; and ICON CLINICAL RESEARCH,
INC., a Pennsylvania corporation (hereinafter referred to as “Tenant”), with
offices at 212 Church Road, Upper Gwynedd Township, Pennsylvania
19486.




PREAMBLE


BASIC
LEASE PROVISIONS AND DEFINITIONS




In
addition to other terms elsewhere defined in this Lease, the following terms
whenever used in this Lease shall have only the meanings set forth in this
section, unless such meanings are expressly modified, limited or expanded
elsewhere herein.




1.          ADDITIONAL
RENT shall mean all sums in addition to Fixed Basic Rent payable by
Tenant to Landlord or to third parties pursuant to the provisions of the
Lease.




2.          BROKER(S)
shall mean Julien J. Studley, Inc.




3.          BUILDINGshall mean 212 Church
Road, Upper Gwynedd Township, Pennsylvania as described on Exhibit A
hereto.




4.          BUILDING
HOLIDAYSshall be those shown on
Exhibit
D.




5.          COMMENCEMENT
DATEshall
be January 1, 2001.




6.          DEMISED
PREMISES OR PREMISESshall consist of
approximately Ninety-three Thousand Seven Hundred Ninety-five (93,795) gross
rentable square feet located in the Building.




7.          EXHIBITSshall be the following,
attached to this Lease and incorporated herein and made a part
hereof:


Rider
      A
            Renewal
      OptionExhibit
      A
            BuildingExhibit
      B
            Rules
      and RegulationsExhibit
      C
            Intentionally
      OmittedExhibit
      D
            Building
      HolidaysExhibit
      E
            Tenant
      Estoppel CertificateExhibit
      F
            GuarantyExhibit
      G
            General
      Waiver of Liens




8.          EXPENSE
STOPshall
mean the actual Annual Operating Costs incurred during calendar year 1999
(estimated to be approximately Four and 00/100 ($4.00) Dollars per rentable
square foot per year).




9.          EXPIRATION
DATEshall
be 11:59 p.m. on April 30, 2011.




10.        FIXED
BASIC RENTFixed Basic Rent for the
Premises shall be as set forth below (net







Date
              
              Rentable
                Sq.
      Ft.
              
              Rate
      Per
                Rentable
                Sq.
      Ft.
              
              Yearly
                Installment
              
              Monthly
                Installment01/01/01-01/31/01
              
              93,795
              
              $
              17.75
              
              $
              1,664,861.25
              
              $
              138,738.4402/01/01-01/31/02
              
              93,795
              
              $
              18.25
              *
              $
              1,711,758.75
              *
              $
              142,646.56
              *02/01/02-01/31/03
              
              93,795
              
              $
              19.75
              
              $
              1,852,451.25
              
              $
              154,370.9402/01/03-01/31/04
              
              93,795
              
              $
              20.25
              
              $
              1,899,348.75
              
              $
              158,279.0602/01/04-01/31/05
              
              93,795
              
              $
              20.75
              
              $
              1,946,246.25
              
              $
              162,187.1902/01/05-01/31/06
              
              93,795
              
              $
              21.25
              
              $
              1,993,143.75
              
              $
              166,095.3102/01/06-01/31/07
              
              93,795
              
              $
              21.75
              
              $
              2,040,041.25
              
              $
              170,003.4402/01/07-01/31/08
              
              93,795
              
              $
              22.00
              
              $
              2,063,490.00
              
              $
              171,957.5002/01/08-01/31/09
              
              93,795
              
              $
              22.25
              
              $
              2,086,938.75
              
              $
              173,911.5602/01/09-01/31/10
              
              93,795
              
              $
              22.75
              
              $
              2,133,836.25
              
              $
              177,819.6902/01/10-01/31/11
              
              93,795
              
              $
              23.25
              
              $
              2,180,733.75
              
              $
              181,727.8102/01/11-04/30/11
              
              93,795
              
              $
              23.75
              
              $
              2,227,631.25
              
              $
              185,635.98




*Subject
to increase as set forth in Section 27 hereof.




11.          LOCKBOX
ADDRESSshall mean 212 Church
Associates, L.P., P.O. Box 18249, Newark, New Jersey 07191.




12.          PROPERTYshall mean the Building
together with the underlying land.




13.          PROPERTY
MANAGERshall mean Insignia,
Esg, Inc., 70 East Swedesford Road, Malvern, Pennsylvania 19355.




14.          PROPORTIONATE
SHAREshall
mean one hundred percent (100%).




15.          SECURITY
DEPOSITshall be equal to One
Hundred and Sixty Thousand Dollars ($160,000.00) subject to Section 37 of the
Lease.




16.          TERMshall mean ten (10)
years four (4) months from the Commencement Date unless terminated or extended
pursuant to any option or provision contained herein.


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WITNESSETH




WHEREAS,
Landlord’s predecessor-in-interest, O’Neill Lansdale Properties, L.P., and
Tenant entered into an Office Space Lease dated September 25, 1998, as amended
July 22 and November 2, 1999 and February 24, 2000 and further amended November
17, 2000 (hereinafter the “Original Lease”), whereby Tenant is presently in
possession of premises (hereinafter “Premises”) containing approximately 93,795
gross rentable square feet of space in the building (hereinafter the “Building”)
located at 212 Church Road in Upper Gwynedd Township, Pennsylvania;
and




WHEREAS,
Landlord and Tenant desire to amend and restate the Original Lease as
hereinafter provided.




NOW
THEREFORE, for and in consideration of the covenants herein contained, and upon
the terms and conditions herein set forth, Landlord and Tenant, intending to be
legally bound, agree as follows:




1.          Definitions. The definitions
set forth in the preceding Preamble shall apply to the same capitalized terms
appearing in this Lease. Additional definitions are contained in Section 41 and
throughout this Lease.




2.          Premises.
Landlord hereby demises and leases the Premises to Tenant and Tenant hereby
leases and takes the Premises from Landlord for the Term and upon the terms,
covenants, conditions, and provisions set forth in this Lease, including the
Preamble. The Tenant’s interest in the Premises as tenant shall include the
right, in common with Landlord to use driveways, sidewalks, loading and parking
areas and other facilities which are located within the Property (the “Common
Facilities”). Landlord’s use of the Common Facilities shall be for the limited
purpose of complying with all applicable laws and its obligations hereunder. In
addition to the foregoing, Tenant’s interest in the Premises as tenant shall
include the right, in common with the Landlord, to use that portion of the roof
of the Building as shall be reasonably necessary for the installation and use of
one or more microwave dishes or other communications antenna and associated
equipment provided that the placement of such equipment is approved in writing
by Landlord, in advance, such approval not to be unreasonably withheld,
conditioned or delayed. Tenant shall have no obligation to pay rent for such
right, but Tenant shall, at its sole cost and expense, maintain and repair any
damage to the roof arising out of its use of the roof, comply with all
applicable laws and obtain any necessary permits regarding such use. Upon the
expiration or earlier termination of this Lease, Tenant shall remove all such
equipment from the roof and repair any resulting damage thereto. Notwithstanding
anything to the contrary contained herein, Landlord expressly reserves the right
to use the balance
of the roof as it deems appropriate in its sole discretion, provided, however,
such use by Landlord shall not unreasonably interfere with the rights granted to
Tenant hereunder.




3.          Intentionally
Omitted.




4.          Term.
The term of this Lease shall commence on the Commencement Date and expire on the
Expiration Date specified in the Preamble.


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5.          Use of Premises. Tenant shall
occupy the Premises throughout the Term and shall use the same for, and only
for, the Permitted Use specified in the Preamble. The Building is designed to
normal building standards for floor-loading capacity. Tenant shall not use the
Premises in such ways which, in Landlord’s reasonable judgment, exceed such load
limits.




6.Rent. Unless
otherwise specifically requested by Landlord at any time, Fixed Basic Rent,
Additional Rent and any other rent or other sums due under this Lease (hereunder
collectively referred to as Rent) shall be paid to Landlord at the Lockbox
Address set forth in the Preamble, in the amounts, time and manner more
particularly provided in this Lease.




a)          Fixed Basic Rent. Commencing on
the Commencement Date and continuing through the Term, Tenant shall pay Fixed
Basic Rent in the amount specified in the Preamble, without notice or demand and
without setoff or deduction, in equal monthly installments equal to one-twelfth
of the Fixed Basic Rent (specified as Monthly Installments in the Preamble), in
advance, on the first day of each calendar month during the Term. If the
Commencement Date falls on a day other than the first day of a calendar month,
the Fixed Basic Rent shall be apportioned on a per diem basis for the period
between the Commencement Date and the first day of the first full calendar month
in the Term and such apportioned sum shall be paid on the Commencement
Date.


-4-




b)Additional
Rent. Commencing on the Commencement Date and continuing through the
Term, Tenant shall pay to Landlord as Additional Rent, its Proportionate Share
of Annual Operating Costs to the extent same exceeds the Expense Stop.
Additional Rent shall be calculated and payable as follows:




i)          Annual Operating Costs. The
term “Annual Operating Costs” shall mean all costs Landlord reasonably and
necessarily incurs from owning, operating and maintaining the Building and the
lot or tract of land on which it is situated (the “Property”). Annual Operating
Costs shall include, by way of example rather than limitation: insurance costs,
including premiums; fees; Impositions (defined below); costs for repairs,
maintenance and service contracts; management fees (not to exceed $.412 per
rentable square foot per annum of the Premises for the first lease year, not to
increase by more than three (3%) percent per lease year thereafter),
landscaping; snow removal; governmental permits fees; costs of compliance with
governmental orders and regulations; administrative and overhead expenses; costs
of furnishing water, sewer, electricity, gas, fuel, and other utility services,
for use in common areas of the Building and Property; and the cost of janitorial
service and trash removal; excluding, however,
from Annual Operating Costs the following: costs which are treated as capital
expenditures (except as provided in Sections 9(e) and 10(b)) under generally
accepted accounting principles; mortgage debt or ground rents incurred by
Landlord as owner of the Property; income, excess profits, corporate capital
stock or franchise tax imposed or assessed upon Landlord, unless (but only to
the extent) such tax or any similar tax is levied or assessed, in lieu of all or
any part of any currently existing Imposition or an increase in any currently
existing Imposition; leasing commissions, accountants’, consultants’ or
attorneys’ fees, costs and disbursement and other expenses incurred in the
defense of Landlord’s title to or interest in the Building and in connection
with any proceedings involving real property taxes other than disputes regarding
tax assessment and reduction of real property taxes; costs of construction of
the Building and related facilities and correction of defects in construction of
the Building (including permit, license and inspection fees); costs of any items
covered by any warranty to the extent of the warranty coverage, all financing
costs, fees and higher interest charges caused by Landlord’s financing or
refinancing the Building; all repairs to the interior of the Building of a
structural nature (not made necessary by unusual use by Tenant (the parties
agree that Tenant’s use in accordance with this Lease shall not be deemed
unusual); costs incurred due to violation by Landlord of the terms and
conditions of any lease governmental, law order or regulation in existence as of
the Commencement Date; overhead and profit increment paid to subsidiaries or
affiliates of Landlord, or to any party as a result of a noncompetitive
selection process, for management or other services on or to the Building or for
supplies or other materials, to the extent that the costs of such services,
supplies or materials exceed the costs that would have been paid had the
services, supplies or materials been provided by unaffiliated parties on a
competitive basis; general overhead and administrative expenses except salaries
of on-site property manager, management secretary and maintenance man (not to
exceed the time devoted to the Building); any compensation paid to clerks,
attendants or other persons in commercial concessions operated by Landlord and
others; rentals and other related expenses incurred in leasing air conditioning
systems, elevators or other equipment ordinarily considered to be of a capital
nature, except equipment which is used in providing janitorial services and
which is not affixed to the Building; all items and services for which Tenant
reimburses Landlord or pays third persons; commissions, advertising, and
promotional expenditures; costs incurred in managing or operating any parking
facilities; resurfacing of the parking area or of the driveways on the Property;
expenditures for which Landlord is reimbursed from any insurance carrier or from
any other source; the cost of repairs or replacements incurred by reason of fire
or other insured casualty or condemnation; depreciation; bad debt loss, rent
loss, or reserves for either of them; taxes other than Impositions; costs for
sculpture, decorations, paintings or other objects of art in excess of amounts
typically spent for such items in office buildings of comparable quality in the
competitive area of the Building; costs incurred by Landlord arising out of its
failure to perform or breach any of its covenants, agreements, representations,
warranties, guarantees or indemnities made under this Lease; fines or penalties
incurred by Landlord due to violations of or non-compliance with any applicable
legal requirements; costs incurred in the removal, abatement or other treatment
of underground storage tanks or hazardous substances present in the Building or
on or under the Property; the costs of installing, operating and maintaining a
specialty improvement, including, but not limited to an athletic, luncheon or
recreational club or facility; the value or lost income to Landlord of any
office space in the Building which is utilized for the management of the
Building; the cost of any capital improvement (including lease payments for
rented equipment the cost of which would constitute a capital expenditure if
purchased), which may be required by any governmental authority under any
governmental law, regulation or order that was applicable to the Building as of
the Commencement Date; nor any other expense which under generally accepted
accounting principles and practice would not be considered a normal maintenance
or repair expense. “Impositions” shall mean all levies, taxes, assessments,
charges, imposts, and burdens, of whatever kind and nature, ordinary and
extraordinary, which are assessed or imposed during the Term by any federal,
state or municipal government or public authority or under any law, ordinance or
regulation thereof or pursuant to any recorded covenants or agreements upon or
with respect to the Property or any part thereof, any improvements thereto, any
personal property necessary to the operation thereof and owned by Landlord or
this Lease but shall not include any federal, state or local income, franchise,
capital stock, estate inheritance or transfer taxes.


-5-




ii)         Estimated Payments - Expense
Statement and Reconciliation.




(1)        Landlord
shall submit to Tenant as soon as reasonably possible (but in no event later
than one hundred fifty (150) days) after the beginning of each calendar year of
the Term, the following:




(a)          a
statement setting forth (i) the actual Annual Operating Costs for the previous
calendar year of the Term and (ii) a calculation of Tenant’s Proportionate Share
of the increase above the Expense Stop (the “Expense Statement”);
and




(b)          a
statement of Landlord’s good faith estimate of the Annual Operating Costs for
the current calendar year and (2) a calculation of Tenant’s Proportionate Share
of the increase above the Expense Stop for the current calendar year (“Tenant’s
Estimated Share”).




(2)        Beginning
with the next installment of Fixed Basic Rent due after the delivery of the
aforesaid statements to Tenant, Tenant shall pay to Landlord, on account of its
Proportionate Share of the Annual Operating Costs, the following:




(a)          a
sum equal to the product of one-twelfth (1/12) of Tenant’s Estimated Share and
the number of calendar months elapsed during the current calendar year up to and
including the month payment is made (less all amounts paid by Tenant on account
of Tenant’s Estimated Share for the current calendar year), plus any amounts due
from Tenant to Landlord on account of Tenant’s Proportionate Share of the
increase in the Annual Operating Costs for any prior period(s) of time,
less




(b)          a
sum equal to the amount, if any, by which the sum of all payments made by Tenant
to Landlord on account of Tenant’s Proportionate Share of the increase in the
Annual Operating Costs for the previous calendar year exceed those actually
specified in the Expense Statement (and any excess shall be applied against
future payments of Tenant’s Estimated Share).




(3)        On
the first day of each succeeding calendar month until such time as Tenant
receives a new Expense Statement and statement of Tenant’s Estimated Share,
Tenant shall pay to Landlord, on account of its Proportionate Share of Annual
Operating Costs, one-twelfth (1/12) of the then current Tenant’s Estimated
Share. Any payment due from Tenant to Landlord, or any refund due from Landlord
to Tenant, on account of Annual Operating Costs not yet determined as of the
expiration of the Term shall be made within thirty (30) days after submission to
Tenant of the next Expense Statement.




c)Disputes.
Unless Tenant, within one hundred and twenty (120) days after any Expense
Statement is furnished, shall give notice to Landlord that Tenant disputes said
statement, specifying in reasonable detail the basis for such dispute, each
statement furnished to Tenant by Landlord under any provision of this Section
shall be conclusively binding upon Tenant and Landlord as to the particular
Expense Statement and the Additional Rent stated therein to be due from Tenant
for the period represented thereby. Tenant shall have the right at reasonable
times to examine the records used in making the aforestated determinations, upon
written notice in advance; provided, however, such disputed amount shall have
been paid by Tenant to Landlord. In the event any such examination shall reveal
an adverse variance in excess of 5% of the total operating expenses of which
Tenant is required to pay their Proportionate Share, Landlord shall reimburse
Tenant for the reasonable cost of such examination within thirty (30) days after
demand and immediately refund Tenant its Proportionate Share of such obligation.
Tenant shall make all payments of Additional Rent without delay and regardless
of any pending dispute over the amount of Additional Rent that is due in
accordance with the statements furnished by Landlord. Landlord shall have the
right to retain a reasonable portion of Tenant’s security deposit until all
Additional Rent payable by Tenant is determined and paid.


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d)Independent Covenant;
Survival. Tenant’s covenant to pay Rent is independent of any other
covenant, agreement, term or condition of this Lease. Without limitation of any
obligation of Tenant or Landlord under this Lease which shall survive the
expiration of the Term, the obligation of Tenant to pay Rent shall survive the
expiration of the Term.




7.Insurance.




a)Tenant
Liability. Tenant, at Tenant’s sole cost and expense, shall maintain and
keep insurance in effect throughout the Term against liability for bodily injury
(including death) and property damage in or about the Premises or the Property
under a policy of comprehensive general public liability insurance, with such
limits as to each as may be reasonably required by Landlord from time to time,
but not less than $2,000,000.00 for each person and $5,000,000.00 in the
aggregate for bodily injury (including death) to more than one (1) person and
$2,000,000.00 for property damage. The policies of comprehensive general public
liability insurance shall name Landlord and Tenant (and if requested, any
mortgagee of Landlord) as the insured parties. Each such policy shall provide
that it shall not be cancelable without at least thirty (30) days prior written
notice to Landlord and to any mortgagee named in an endorsement thereto and
shall be issued by an insurer and in a form satisfactory to Landlord. At least
ten (10) days prior to the Commencement Date, and thereafter upon Landlord’s
request, a certificate of insurance shall be delivered to Landlord proving
compliance with the foregoing requirements. If Tenant shall fail, refuse or
neglect to obtain or to maintain any insurance that it is required to provide or
to furnish Landlord with satisfactory evidence of coverage on any such policy
upon demand, Landlord shall have the right to purchase such insurance. All
payments made by Landlord for such insurance shall be recoverable by Landlord
from Tenant, together with interest thereon, as Additional Rent promptly upon
demand. Notwithstanding anything contained herein to the contrary, Tenant may
self-insure all of its personal property situated within the Premises against
property damage and destruction.




b)Landlord
Liability. Landlord shall maintain throughout the term of this Lease
commercial general liability insurance for the Common Facilities in such amount
as Landlord, in its reasonable judgment, deems appropriate.




c)Waiver of
Subrogation. The parties to this Lease each release the other, to the
extent of the releasing party’s insurance coverage, from any and all liability
for any loss or damage covered by such insurance which may be inflicted upon the
property of such party even if such loss or damage shall be brought about by the
fault or negligence of the other party, its agents or employees. If any policy
does not permit such a release of liability and a waiver of subrogation, and if
the party to benefit therefrom requests that such a waiver be obtained, the
other party agrees to obtain an endorsement to its insurance policies permitting
such waiver of subrogation if it is available. If an additional premium is
charged for such waiver, the party benefitting therefrom agrees to pay the
amount of such additional premium promptly upon demand. In the event a party is
unable to obtain such a waiver, it shall immediately notify the other party of
its inability. In the absence of such notifications, each party shall be deemed
to have obtained such waiver of subrogation.


-7-




d)Increase of
Premiums.Tenant will not do anything or fail to do anything or permit
anything to be done which will cause the cost of Landlord’s insurance to
increase or which will prevent Landlord from procuring insurance (including but
not limited to public liability insurance) from companies, and in a form,
satisfactory to Landlord. If any breach of this subsection (c) by Tenant shall
cause the rate of fire or other insurance to be increased, Tenant shall pay the
amount of such increase as Additional Rent promptly upon demand. If Tenant does
anything or fails to do anything or permits anything to be done for which
insurance cannot be obtained, Landlord may terminate this Lease after reasonable
notice and opportunity to cure.




8.Repairs and
Maintenance.




a)          Tenant
shall, throughout the Term and at Tenant’s sole cost and expense, keep and
maintain the Premises in a neat and orderly condition; and, upon expiration of
the Term, Tenant shall leave the Premises in good order and condition, ordinary
wear and tear, damage by fire or other casualty alone excepted, and for that
purpose and except as stated, Tenant will make all necessary repairs and
replacements. Tenant shall not permit any waste, damage or injury to the
Premises. Tenant shall not use or permit the use of any portion of the Common
Facilities for other than their intended use as reasonably specified by the
Landlord from time to time.




b)          Landlord
shall, throughout the Term, make all necessary repairs to the Common Facilities,
structural elements of the Premises and other improvements located on the
Property and to maintain the plumbing, air conditioning and electrical systems,
windows, floors, and all other items which constitute a part of the Premises and
are installed or furnished by the Landlord; provided, however, that Landlord
shall have no responsibility to make any repairs unless and until Landlord
receives written notice of the need for such repair. Landlord shall keep and
maintain all Common Facilities of the Property and any sidewalks, parking areas,
curbs and access ways adjoining the Property in a clean and orderly condition,
free of accumulation of dirt and rubbish and shall keep and maintain all
landscaped areas within the Property in a neat and orderly condition. The
expenses Landlord incurs in performing its obligations under this Paragraph 8(b)
shall be included in the Annual Operating Costs under Section 6(b)
above.




c)          Notwithstanding
the foregoing, repairs and replacements to the Premises and the Property arising
out of or caused by Tenant’s misuse of the Premises, by Tenant’s installation of
alterations, additions, improvements, trade fixtures or equipment in or upon the
Premises or by any negligent act of Tenant or any employee, agent, contractor or
invitee of Tenant shall be made at Tenant’s sole cost and expense and Tenant
shall pay Landlord the reasonable cost of any such repair or replacement, as
Additional Rent, upon demand, but only to the extent that the cost of such
repair or replacement is not covered by insurance required hereunder to be
carried by Landlord.


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9.Utilities and Services.




a)
          Landlord shall
furnish the Premises with electricity, heating and air conditioning for the
normal use and occupancy of the Premises as general offices twenty four hours
per day each during the Term. The HVAC equipment at the Premises shall provide
interior conditions of 75 degrees dry bulb when the outside conditions are 93
degrees dry bulb for summer and 70 degrees dry bulb for winter when the outside
conditions are 10 degrees dry bulb for winter. The Building air conditioning
system shall provide ventilation at a rate not less than 20 cubic feet per
minute per person in office areas and not less than 75 cubic feet per minute per
fixture for the public restrooms. Tenant agrees to pay as Additional Rent all
charges for electricity and gas used by Tenant at the Premises based upon its
metered usage as reasonably determined by Landlord unless the Premises is
separately metered. If Tenant shall require electricity or install electrical
equipment using current in excess of 110 volts or which will in any way increase
the amount of electricity furnished by Landlord for general office use
(including but not limited to electrical heating or refrigeration equipment or
electronic data processing machines), Tenant will obtain prior written approval
from Landlord and will pay, as Additional Rent, for the resulting additional
direct expense to Landlord, including the expense resulting from the
installation of any equipment and meters, promptly upon receipt of an invoice
from Landlord.




b)          Within
the common areas of the Building and within the Premises, Landlord shall
furnish: (1) adequate gas and electricity, (ii) hot and cold water and sewer,
(iii) lavatory facilities and supplies, (iv) normal and customary cleaning
services (on a five-day a week basis, Building Holidays excepted) after business
hours, (v) heat and air conditioning in season, and Landlord shall supply (vi)
landscaping, (vii) parking lot maintenance, (viii) common area maintenance and
(ix) snow and ice removal (“Landlord’s Services”). Tenant shall be responsible
for its Proportionate Share of such services in accordance with Section 6(b)
hereof. Notwithstanding anything contained to the contrary in Section 6(b)(i)
herein, Tenant acknowledges that it has elected to use its own janitorial
service company, which company has been approved by Landlord. As a result of the
foregoing, Landlord’s expenses for janitorial service to the Premises shall not
be included in Annual Operating Expenses or calculated into the Expense Stop,
and Tenant shall be entitled to a credit against the Fixed Basic Rent in an
amount equal to Seventy-four Thousand Six Hundred Seventy-six and 66
($74,676.66) Dollars per annum which shall be credited monthly against the Fixed
Basic Rent in the amount of Six Thousand Two Hundred Twenty-three and 06/100
($6,223.06) Dollars. At any time during the Term, if Tenant shall cease to use
its own janitorial service company, Landlord, upon thirty (30) days prior
notice, shall provide janitorial service to Tenant, five days per week, after
regular business hours, and the costs of such service will be added to the
Annual Operating Expenses and passed through to Tenant as set forth in Section
6.




c)
          Landlord shall not
be liable for any damages to Tenant resulting from the quality, quantity,
failure, unavailability or disruption of any Landlord’s Services beyond the
reasonable control of Landlord.


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d)
          Landlord’s Services
shall be provided in a manner consistent with the operation of comparable office
buildings in the competitive area of the Building. Notwithstanding anything to
the contrary contained in this Lease, if (i) Landlord ceases to furnish any
Landlord’s Service in the Building, and Tenant notifies Landlord of such
cessation in writing (the “Interruption Notice”), (ii) such cessation does not
arise as a result of the gross negligence of Tenant, (iii) such cessation is not
caused by a fire or other casualty (in which case Section 15 shall control),
(iv) the repair or restoration of such service is reasonably within the control
of Landlord, and (v) as a result of such cessation, the Premises or material
portion thereof, is rendered untenantable (meaning that Tenant is unable to use
the Premises or a substantial portion thereof in the normal course of its
business) and Tenant, in fact ceases to use the Premises, or material portion
thereof, then, commencing on the third (3rd) Business Day after the later to
occur of the date the Premises (or material portion thereof) becomes
untenantable, the date Tenant ceases to use such space and the date Tenant
provides Landlord with an Interruption Notice, all Rent hereunder shall be
abated on a per diem basis for each day of such interruption based upon the
percentage of the Premises so rendered untenantable and not used by Tenant and
such abatement shall continue until the date the Premises becomes tenantable
again. Notwithstanding anything in this Lease to the contrary, if such period
lasts for more than ninety (90) days, Tenant may terminate this Lease upon ten
(10) days written notice to Landlord, provided, however, that if during the ten
(10) day period following Tenant’s notice to Landlord, Landlord shall restore
such interrupted service, this Lease shall continue. In making all repairs and
restorations hereunder, and in fulfilling its obligations under this Lease,
Landlord shall use reasonable efforts to minimize the disruption of Tenant’s use
and enjoyment of the Premises. Notwithstanding the foregoing, in the event of an
interruption of Landlord’s Services involving imminent danger to persons or
property, Tenant shall be permitted to take such actions as are reasonable under
the circumstances to restore such services and Landlord shall reimburse Tenant
for the actual cost incurred by Tenant in effectuating such restoration within
fifteen (15) days after written demand therefor. If Landlord does not timely
reimburse Tenant, Tenant may offset such costs against its rental obligations
hereunder.




e)
          The cost of capital
improvements which Landlord shall install or construct, with Tenant’s prior
written consent, for energy saving devices for the purpose of reducing operating
expenses (as would be determined in the reasonable judgment of a landlord of a
comparable building in the competitive area of the Building) shall be included
in Annual Operating Costs, based upon the estimated life of the capital
investment item, determined by Landlord in accordance with generally accepted
accounting principles, and shall include a cost of capital funds adjustment
equal to ten percent (10%) per year on the unamortized portion of all such
costs. In no event shall Tenant pay Additional Rent attributable to the portion
of the useful life of the capital improvement which falls outside the Term.
Tenant’s Proportionate Share of such expenses shall be included in the
calculation of Additional Rent.




10.Governmental Regulations.




a)           Landlord
and Tenant shall comply with all laws, ordinances, notices, orders, rules,
regulations and requirements of all federal, state and municipal government or
any department, commission, board of officer thereof, or of the National Board
of Fire Underwriters or any other body exercising similar functions, relating to
the Premises or to the use or manner of use of the Property. Tenant shall not
knowingly do or commit, or suffer to be done or committed anywhere in the
Building, any act or thing contrary to any of the laws, ordinances, regulations
and requirements referred to in this Section. Tenant shall give Landlord prompt
written notice of any accident in the Premises and of any breakage, defect or
failure in any of the systems or equipment servicing the Premises or any portion
of the Premises.




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b)
          In the event
Landlord shall install or construct a capital improvement to the Building in
compliance with governmental requirements which take effect after the
commencement of the Term hereof, the cost of the capital improvement shall be
included in Annual Operating Costs and shall be determined based upon the
estimated life of the capital investment item, determined by Landlord in
accordance with generally accepted accounting principles, and shall include a
cost of capital funds adjustment equal to ten percent (10%) per year on the
unamortized portion of all such costs. In no event shall Tenant pay Additional
Rent attributable to the portion of the useful life of the capital improvement
which falls outside the Term.




c)
          Tenant shall pay all
taxes imposed upon Tenant’s furnishings, trade fixtures, equipment or other
personal property.




11.        
   Signs.
Tenant shall be entitled to place its sign at the entrance to the Demised
Premises and on the exterior roof line of the Building; provided, however, the
design of such signs are approved by Landlord in writing which approval shall
not be unreasonably withheld, conditioned or delayed and complies with all
applicable governmental rules, regulating ordinances or other statutes. Except
for the cost of the monument for signs to be erected at the Property, Tenant
shall be solely responsible for all costs and expenses associated with the
erection of any signs upon the Premises and shall be obligated to obtain and
provide to Landlord any and all necessary permits prior to the placement or
erection of such signs. Tenant’s right to place its sign on the roof line of the
Building shall be exclusive so long as Tenant occupies at least sixty percent
(60%) of the Building.




12.
           Alterations, Additions and
Fixtures.




a)          Tenant
shall have the right to install in the Premises any trade fixtures; provided,
however, that no such installation and no removal thereof shall be permitted
which affects any structural component of the Building or Premises and that
Tenant shall repair and restore any damage or injury to the Premises or the
Property caused by installation or removal.




b)          Tenant
shall not make or permit to be made any alterations, improvements or additions
to the Premises or Property which affect the structural components of the
Building without on each occasion first presenting plans and specifications to
Landlord and obtaining Landlord’s prior written consent, which shall not be
unreasonably withheld, conditioned or delayed, but may be conditioned upon
compliance with reasonable requirements of Landlord including, without
limitation, the filing of mechanics’ lien waivers by Tenant’s contractors and
the submission of written evidence of adequate insurance coverage naming
Landlord as an additional insured thereunder. All Tenant alterations,
improvements or additions shall be made at Tenant’s sole cost and expense and:
(i) Tenant shall supply any necessary permits; (ii) Tenant shall take or cause
to be taken all steps that are otherwise required by Section 13 of this Lease
and that are required or permitted by law in order to avoid the imposition of
any mechanic’s, laborer’s or materialman’s lien upon the Premises or the
Property; (iii) Tenant shall use a contractor reasonably approved by Landlord;
(iv) Tenant shall use reasonable efforts to avoid annoying or disturbing the
occupants of the Building and of any adjoining real estate owned by Landlord;
(v) Tenant shall cause the alterations, improvements or additions to be
installed substantially in accordance with the approved plans and specifications
and completed substantially according to a construction schedule approved by
Landlord (if such approval was required under this Section 12);
and  (vi) Tenant shall provide insurance of the types and coverage
amounts reasonably required by Landlord. Any and all alterations, improvements
and additions to the Premises which are constructed, installed or otherwise made
by Tenant shall be the property of Tenant until the expiration or sooner
termination of this Lease; at that time all such alterations and additions other
than trade fixtures and movable personal property shall remain on the Premises
and become the property of Landlord without payment by Landlord. Notwithstanding
anything to the contrary contained in this Lease, Landlord may withhold its
approval to any proposed alterations, additions or improvements to the Premises
in its absolute and sole discretion with respect to any such alteration,
addition or improvement which Landlord determines involves any modification to
the Building’s exterior or its structural systems, or any components thereof,
impair the structural strength of the Building, reduce the value of the Property
or are inconsistent with the standards of the Building.


-11-




13.
          Mechanic’s
Liens.Tenant shall promptly pay any contractors and materialmen who
supply labor, work or materials to Tenant at the Premises or the Property so as
to minimize the possibility of a lien attaching to the Premises or the Property.
Tenant shall take all steps permitted by law in order to avoid the imposition of
any mechanic’s, laborer’s or materialman’s lien upon the Premises or the
Property. Should any such lien or notice of lien be filed for work performed for
Tenant other than by Landlord, Tenant shall cause such lien or notice of lien to
be discharged of record by payment, deposit, bond or otherwise within
twenty-five (25) days after Tenant obtains knowledge of the filing thereof or
after Tenant’s receipt of notice thereof, whichever is earlier, regardless of
the validity of such lien or claim. If Tenant shall fail to cause such lien or
claim to be discharged and removed from record within such twenty-five (25) day
period, then, without obligation to investigate the validity thereof and in
addition to any other right or remedy Landlord may have, Landlord may, but shall
not be obligated to, contest the lien or claim or discharge it by payment,
deposit, bond or otherwise; and Landlord shall be entitled to compel the
prosecution of an action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment in favor of the lienor with interest and costs.
Any amounts so paid by Landlord and all costs and expenses including, without
limitation, attorneys’ fees incurred by Landlord in connection therewith,
together with interest at a rate of ten percent (10%) per annum from the
respective dates of Landlord’s making such payment or incurring such cost or
expense, which shall constitute Additional Rent payable hereunder promptly upon
demand therefor. Except as otherwise expressly set forth herein, nothing in this
Lease is intended to authorize Tenant to do or cause any work or labor to be
done or any materials to be supplied for the account of Landlord, all of the
same to be solely for Tenant’s account and at Tenant’s risk and expense.
Further, notwithstanding anything to the contrary contained in this Lease,
nothing contained in or contemplated by this Lease shall be deemed or construed
in any way to constitute the consent or request by Landlord for the performance
of any work or services or the furnishing of any materials for which any lien
could be filed against the Premises or the Building or the Property or any part
of any thereof, nor as giving Tenant any right, power or authority to contract
or permit the performance of any work or services or the furnishing of any
materials for which any lien could be filed against the Premises, the Building,
the Property or any part of any thereof. Throughout this Lease the term
“mechanic’s lien” is used to include any lien, encumbrance or charge levied or
imposed upon the Premises or the Property or any interest therein or income
therefrom on account of any mechanic’s, laborer’s or materialman’s lien or
arising out of any debt or liability to or any claim or demand of any
contractor, mechanic, supplier, materialman or laborer and shall include without
limitation any mechanic’s notice of intention given to Landlord or Tenant,
any  stop order given to Landlord or Tenant, any notice of refusal to pay
naming Landlord or Tenant and any injunctive or equitable action brought by any
person entitled to any mechanic’s lien.


-12-




14.
             Landlord’s Right of
Entry.




a)          Tenant
shall permit Landlord and the authorized representatives of Landlord and of any
mortgagee or any prospective mortgagee to enter the Premises at all reasonable
times, with reasonable prior notice to Tenant, and with an authorized
representative of Tenant, (except in the case of an emergency involving eminent
danger to persons or property) for the purpose of making any necessary repairs
to the Premises or to the Building and performing any work therein. During the
progress of any work on the Premises or the Building, Landlord will use
reasonable efforts to prevent inconvenience to Tenant, but shall not be liable
for inconvenience, annoyance, disturbance, loss of business or other damage to
Tenant by reason of making any repair or by bringing or storing materials,
supplies, tools and equipment in the Premises during the performance of any
work, and the obligations of Tenant under this Lease shall not be thereby
affected in any manner whatsoever unless caused by the negligence or willful
misconduct of the Landlord, its agents, contractors, or employees.




b)
          Landlord (with an
authorized representative of Tenant) shall have the right at all reasonable
times to, with reasonable prior notice to Tenant, enter and to exhibit the
Premises for the purpose of inspection or showing the Premises in connection
with a sale or mortgage and, during the last nine (9) months of the Term, to
exhibit the Premises to any prospective tenant.




15.
             Damage by Fire or Other
Casualty.




a)
          If all or any
portion of the Premises or Building is damaged or destroyed by fire or other
casualty, Tenant shall promptly notify Landlord whereupon Landlord shall,
subject to the consent of Landlord’s then mortgagee (which shall be given or
denied within forty-five (45) days of the date of such casualty) and to the
conditions set forth in this Section 15, repair, rebuild or replace such damage
and restore the Premises and Building to substantially the same condition as
they were in immediately prior to such damage or destruction; provided, however,
that Landlord shall only be obligated to restore such damage or destruction to
the extent of the proceeds of fire and other extended coverage insurance
policies required hereunder. Notwithstanding the foregoing, if the Premises is
destroyed or damaged to the extent that in Landlord’s sole reasonable judgment
the Premises cannot be repaired or restored within one hundred eighty (180) days
after such casualty, Landlord may, subject to the rights of Landlord’s then
mortgagee, terminate this Lease as of the date of such casualty by written
notice to Tenant within forty-five (45) days after the date of such
casualty.




b)
          The repair,
rebuilding or replacement work shall be commenced promptly and completed with
due diligence, taking into account the time reasonably required by Landlord to
effect a settlement with, and procure insurance proceeds from, the insurer, and
for delays beyond Landlord’s reasonable control. In the event Landlord elects or
is obligated to repair or restore the Premises and fails to complete such repair
and restoration on or before two hundred and forty (240) days after the date of
such casualty, then Tenant may terminate this Lease upon three (3) Business Days
prior written notice to Landlord.


-13-




c)
          The net amount of
any insurance proceeds recovered by reason of the damage or destruction of the
Building (meaning the gross insurance proceeds excluding proceeds received
pursuant to a rental coverage endorsement and the reasonable and out of pocket
cost of adjusting the insurance claim and collecting the insurance proceeds)
shall be applied towards the cost of restoration. Notwithstanding anything to
the contrary in this Lease, if in Landlord’s reasonable opinion the net
insurance proceeds will not be adequate to complete such restoration, Landlord
shall have the right to terminate this Lease as of the date of such casualty and
all the unaccrued obligations of the parties hereto by sending a written notice
of such termination to Tenant within 45 days after such casualty; provided,
however, that Tenant may require Landlord, except during the last year of the
Term (unless Tenant elects to extend the Term of this Lease in accordance with
any right to renew pursuant to the terms of this Lease that Tenant may have at
the time of such casualty even if the time for Tenant to notify Landlord of such
election has not yet occurred, or if no such right exists, unless Tenant elects
to extend the Lease for an additional five (5) year period upon the terms and
conditions provided in Rider A as if such five (5) year period were an option
period thereunder), to withdraw the notice of termination by agreeing to pay the
cost of restoration in excess of the net insurance proceeds and by giving
Landlord adequate security for such payment prior to the date reasonably agreed
to by the parties. If the net insurance proceeds are more than adequate, the
amount by which the net insurance proceeds exceed the cost of restoration will
be retained by Landlord or applied to repayment of any mortgage secured by the
Premises.




d)
           Landlord’s
obligation or election to restore the Premises under this Section and shall not,
in any event, include the repair, restoration or replacement of the fixtures,
improvements, alterations, furniture or any other personal property owned,
installed, made by, or in the possession of Tenant, except to the extent covered
by the Landlord’s insurance required under Section 15(e).




e)
           Landlord shall
maintain insurance against loss or damage to the Building by fire and such other
casualties as are included within fire and extended coverage insurance on an
all-risk insurance basis for the full replacement cost of the Building, together
with a rental coverage endorsement or other comparable form of coverage. If
Tenant is dispossessed of all or any portion of the Premises due to fire or
other casualty, Tenant will receive an abatement of its Fixed Basic Rent and
Additional Rent during the period Tenant is dispossessed according to the part
of the Premises which is unusable by Tenant.




16.
            Non-Abatement of
Rent.Except as otherwise expressly provided in this Lease, there shall
be no abatement or reduction of the Fixed Basic Rent, Additional Rent or other
sums payable hereunder for any cause whatsoever and this Lease shall not
terminate, nor shall Tenant be entitled to surrender the Premises, in the event
of fire, casualty or condemnation or any default by Landlord under this
Lease.


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17.
            Indemnification.




a)
          Unless such loss,
costs or damages were caused by negligence or willful misconduct of Landlord,
its employees, agents or contractors, Tenant hereby agrees to indemnify, defend
and hold the Landlord and its employees, agents and contractors harmless from
any loss, costs and damages (including reasonable attorney’s fees and costs)
suffered by Landlord, its agents, employees or contractors, as a result of any
claim by a third party, its agents, employees or contractors arising from
Tenant’s occupancy of the Premises. Tenant shall control the defense of such
third party claim and shall have the right to designate counsel acceptable to
Landlord, such approval not be unreasonably withheld, to assume the defense of
any such third party claim on behalf of itself and Landlord. Landlord shall not
have the right to settle any claim without the consent of Tenant. Tenant shall
not have the right to settle any claim without Landlord’s consent, which consent
shall not be unreasonably withheld other than settlements strictly for money
damages for which Tenant agrees to be responsible. This indemnity shall survive
the expiration or termination of this Lease.




b)
          If Landlord brings
any action under this Lease, Tenant agrees in each case to pay Landlord’s
reasonable attorney’s fees and other costs and expenses incurred by Landlord in
connection therewith; provided, however, the Landlord prevails in such action.
If Tenant brings any action under this Lease, Landlord agrees in each case to
pay Tenant’s reasonable attorney’s fees and other costs and expenses incurred by
Tenant in connection therewith; provided, however, the Tenant prevails in such
action.




18.
            Condemnation.




a)
          Termination. If (i) all of the
Premises are covered by a condemnation; or (ii) any of the Building or the
Premises is covered by a condemnation and the Premises is rendered insufficient
for the reasonable operation therein of Tenant’s business; or (iii) subject to
the provisions of subsection 18(b)(i) hereof, any of the Property is covered by
a condemnation and, in Landlord’s reasonable opinion, it would be impractical or
the condemnation proceeds are insufficient to restore the remainder of the
Property; then, in any such event, this Lease shall terminate and all
obligations hereunder shall cease as of the date upon which possession is taken
by the condemnor. Upon such termination the Fixed Basic Rent and all Additional
Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord
to that date and all such rent prepaid for periods beyond that date shall
forthwith be repaid by Landlord to Tenant.




b)
          Partial
Condemnation.




i)
          If there is a
partial condemnation and Landlord decides to terminate pursuant to subsection
18(a)(iii) hereof then Tenant may require Landlord, except during the last year
of the Term (unless Tenant elects to extend the Term of this Lease in accordance
with any right to renew pursuant to the terms of this Lease that Tenant may have
at the time of such condemnation, or if no such right exists, unless Tenant
elects to extend the Lease for an additional five (5) year period upon the terms
and conditions provided in Rider A as if such five (5) year period were an
option period thereunder), to withdraw its notice of termination by: [A] giving
Landlord written notice thereof within ten (10) days from transmission of
Landlord’s notice to Tenant of Landlord’s intention to terminate, [B] agreeing
to pay the cost of restoration in excess of the condemnation proceeds reduced by
those sums reasonably expended by Landlord in collecting the condemnation
proceeds, and [C] giving Landlord adequate security for such payment within such
ten (10) day period.


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ii)
          If there is a
partial condemnation and this Lease has not been terminated pursuant to
subsection (a) hereof, Landlord shall restore the Building and the improvements
which are part of the Premises to a condition and size as nearly comparable as
reasonably possible to the condition and size thereof immediately prior to the
date upon which possession shall have been taken by the condemnor; provided,
however, that Landlord shall only be obligated to restore such damage from
condemnation to the extent possible with the award damage. If the condemnation
proceeds are more than adequate to cover the cost of restoration and the
Landlord’s expenses in collecting the condemnation proceeds, any excess proceeds
shall be retained by Landlord or applied to repayment of any mortgage secured by
the Premises.




iii)          If
there is a partial condemnation and this Lease has not been terminated by
pursuant to subsection (a) hereof, the obligations of Landlord and Tenant under
this Lease shall be unaffected by such condemnation except that there shall be
an equitable abatement for the balance of the Term of the Fixed Basic Rent
proportionate to the Premises so taken and taking into account the nature and
effect of any taking of the Common Areas on the Premises, and Tenant’s
Proportionate Share shall be recalculated, if necessary. In the event that the
parties are unable to agree upon the amount of such abatement, either party may
submit the issue to arbitration.




c)
          Award.In the event of a
condemnation affecting Tenant, Tenant shall have the right to make a claim
against the condemnor for removal expenses and moving expenses, loss of business
and any other claims Tenant may have; provided and to the extent, however, that
such claims or payments do not reduce the sums otherwise payable by the
condemnor to Landlord. Except as aforesaid, Tenant hereby waives all claims
against Landlord and against the condemnor, and Tenant hereby assigns to
Landlord all claims against the condemnor including, without limitation, all
claims for leasehold damages and diminution in value of Tenant’s leasehold
interest.




19.
          Quiet Enjoyment.Tenant, upon
paying the Fixed Basic Rent, Additional Rent and other charges herein required
and observing and keeping all covenants, agreements and conditions of this
Lease, shall quietly have and enjoy the Premises during the Term without
hindrance or molestation by anyone claiming by or through Landlord, subject,
however, to the exceptions, reservations and conditions of this
Lease.




20.
          Rules and Regulations. The
Landlord hereby reserves the right to prescribe, from time to time, at its sole
discretion, reasonable rules and regulations (herein called the “Rules and
Regulations”) attached hereto as Exhibit B governing the use and
enjoyment of the Premises and the remainder of the Property. The Rules and
Regulations shall not materially interfere with the Tenant’s use and enjoyment
of the Premises in accordance with the provisions of this Lease for the
Permitted Use and shall not increase or modify Tenant’s obligations under this
Lease. In the event of a conflict between the Lease and such rules and
regulations, the Lease shall control. The Tenant shall comply at all times with
the Rules and Regulations and shall cause its agents, employees, invitees,
visitors, and guests to do so.




21.
          Assignment and Sublease.
Tenant may assign or sublease the within Lease to any party subject to the
following:




a)
          In the event Tenant
desires to assign this Lease or sublease seventy percent (70%) or more of the
Premises to any other party, Tenant shall provide written notice of the terms
and conditions of such assignment or sublease to Landlord prior to the effective
date of any such sublease or assignment, and, prior to such effective date, the
Landlord shall have the option, exercisable by written notice to Tenant within
ten (10) business days of Landlord’s receipt of written notice from Tenant, to
(i) recapture all of the Premises (“Recapture Space”) so that such prospective
subtenant or assignee shall then become the sole tenant of Landlord hereunder,
or (ii) recapture the Recapture Space for Landlord’s own use, whereupon, in
either case, Tenant shall be fully released from any and all obligations
hereunder with respect to the Recapture Space, or (iii) consent to such
assignment or subleasing as provided in Section 21(b).




-16-




b)          In
the event that the Landlord elects not to recapture the Recapture Space as
hereinabove provided or in the event Tenant desires to sublease less than
seventy percent (70%) of the Premises, the Tenant may nevertheless assign this
Lease or sublet the whole or any portion of the Premises, subject to the
Landlord’s prior written consent, which shall not be unreasonably withheld,
conditioned or delayed, on the basis of the following terms and
conditions:




i)
            The
Tenant shall provide to the Landlord the name and address of the assignee or
subtenant.




ii)
           The assignee
or subtenant shall assume, by written instrument, all of the obligations of this
Lease, and a copy of such assumption agreement shall be furnished to the
Landlord within ten (10) days of its execution. Any sublease shall expressly
acknowledge that said subtenant’s rights against Landlord shall be no greater
than those of Tenant.




iii)
          The Tenant and each
assignee shall be and remain liable for the observance of all the covenants and
provisions of this Lease, including, but not limited to, the payment of Fixed
Basic Rent and Additional Rent reserved herein, through the entire Term of this
Lease, as the same may be renewed, extended or otherwise modified.




iv)
          The Tenant and any
assignee shall promptly pay to Landlord fifty percent (50%) of the net profit
received from such subleasing or assignment. Net profit will be calculated after
deducting the Tenant’s direct costs of negotiating and implementing the sublease
or assignment including brokerage fees at prevailing market rates.




v)
           In any event,
the acceptance by the Landlord of any rent from the assignee or from any of the
subtenants or the failure of the Landlord to insist upon a strict performance of
any of the terms, conditions and covenants herein shall not release the Tenant
herein, nor any assignee assuming this Lease, from any and all of the
obligations herein during and for the entire Term of this Lease.




vi)
          Landlord shall
require a Five Hundred Dollars ($500.00) payment to cover its handling charges
for each request for consent to any sublet or assignment prior to its
consideration of the same. Tenant acknowledges that its sole remedy with respect
to any assertion that Landlord’s failure to consent to any sublet or assignment
is unreasonable shall be the remedy of specific performance and Tenant shall
have no other claim or cause of action against Landlord as a result of
Landlord’s actions in refusing to consent thereto.


-17-




c)
          Notwithstanding
anything herein to the contrary, Landlord’s consent shall not be required for
any assignment or Sublease to any entity which controls Tenant or is controlled
by Tenant or is under common control with Tenant.




d)
          In the event that
any or all of Tenant’s interest in the Premises and/or this Lease is transferred
by operation of law to any trustee, receiver, or other representative or agent
of Tenant, or to Tenant as a debtor in possession, and subsequently any or all
of Tenant’s interest in the Premises and/or this Lease is offered or to be
offered by Tenant or any trustee, receiver, or other representative or agent of
Tenant as to its estate or property (such person, firm or entity being
hereinafter referred to as the “Grantor”, for assignment, conveyance, lease, or
other disposition to a person, firm or entity other than Landlord (each such
transaction being hereinafter referred to as a “Disposition”), it is agreed that
Landlord has and shall have a right of first refusal to purchase, take, or
otherwise acquire, the same upon the same terms and conditions as the Grantor
thereof shall accept upon such Disposition to such other person, firm, or
entity; and as to each such Disposition the Grantor shall give written notice to
Landlord in reasonable detail of all of the terms and conditions of such
Disposition within twenty (20) days next following its determination to accept
the same but prior to accepting the same, and Grantor shall not make the
Disposition until and unless Landlord has failed or refused to accept such right
of first refusal as to the Disposition, as set forth herein. Landlord shall have
sixty (60) days next following its receipt of the written notice as to such
Disposition in which to exercise the option to acquire Tenant’s interest by such
Disposition, and the exercise of the option by Landlord shall be effected by
notice to that effect sent to the Grantor; but nothing herein shall require
Landlord to accept a particular Disposition or any Disposition, nor does the
rejection of any one such offer of first refusal constitute a waiver or release
of the obligation of the Grantor to submit other offers hereunder to Landlord.
In the event Landlord accepts such offer of first refusal, the transaction shall
be consummated pursuant to the terms and conditions of the Disposition described
in the notice to Landlord. In the event Landlord rejects such offer of first
refusal, Grantor may consummate the Disposition with such other person, firm, or
entity; but any decrease in price of more than two percent (2%) of the price
sought from Landlord or any change in the terms of payment for such Disposition
shall constitute a new transaction requiring a further option of first refusal
to be given to Landlord hereunder.




e)
          Without limiting any
of the provisions of this Section 21, if pursuant to the Federal Bankruptcy Code
(herein referred to as the “Code”), or any similar law hereafter enacted having
the same general purpose, Tenant is permitted to assign this Lease
notwithstanding the restrictions contained in this Lease, adequate assurance of
future performance by an assignee expressly permitted under such Code shall be
deemed to mean the deposit of cash security in an amount equal to the sum of one
year’s Fixed Basic Rent plus an amount equal to the Additional Rent for the
calendar year preceding the year in which such assignment is intended to become
effective, which deposit shall be held by Landlord for the balance of the Term,
without interest, as security for the full performance of all of Tenant’s
obligations under this Lease, to be held and applied in the manner specified for
any security deposit required hereunder.




f)
          Except as
specifically set forth above, no portion of the Premises or of Tenant’s interest
in this Lease may be acquired by any other person or entity, whether by
assignment, mortgage, sublease, transfer, operation of law or act of the Tenant,
nor shall Tenant pledge its interest in this Lease or in any security deposit
required hereunder.


-18-




22.           Tenant’s Relocation.[Intentionally Deleted].




23.           Subordination. This Lease and
Tenant’s rights hereunder shall be subject and subordinate at all times in lien
and priority to any first mortgage or other primary encumbrance now or hereafter
placed upon or affecting the Property or the Premises, and to any second
mortgage or encumbrance with the consent of the first mortgagee, and to all
renewals, modifications, consolidations and extensions thereof, without the
necessity of any further instrument or act on the part of Tenant. Tenant shall
execute and deliver upon demand any further instrument or instruments confirming
the subordination of this Lease to the lien of any such first mortgage or to the
lien of any other mortgage, if requested to do so by Landlord with the consent
of the first mortgagee, and any further instrument or instruments of attornment
that may be desired by any such mortgagee or Landlord provided the form of such
instrument is reasonably acceptable to such mortgagee and the Tenant.
Notwithstanding the foregoing, said subordination is contingent upon the written
agreement of the holder of such lien or mortgagee agrees not to disturb the use
and occupancy of the Premises in accordance with the terms of this Lease upon
any foreclosure. Notwithstanding the foregoing, any mortgagee may at any time
subordinate its mortgage to this Lease, without Tenant’s consent, by giving
notice in writing to Tenant and thereupon this Lease shall be deemed prior to
such mortgage without regard to their respective dates of execution and
delivery. In that event such mortgagee shall have the same rights with respect
to this Lease as though this Lease had been executed prior to the execution and
delivery of the mortgage and had been assigned to such mortgagee. Landlord
agrees that it will use all commercially reasonable efforts to obtain and
deliver to Tenant a subordination, non-disturbance and attornment agreement,
from the holder(s) of any mortgage or other security interest affecting the
Premises or Building.




24.           Curing Tenant’s Defaults. If
Tenant defaults in the performance of any of its obligations hereunder, Landlord
may, without any obligation to do so and in addition to any other rights it may
have in law or equity, elect to cure such default on behalf of Tenant after
written notice (except in the case of emergency involving imminent danger or
damage to persons or property) to Tenant and opportunity to cure as provided in
Section 26 hereof. Tenant shall reimburse Landlord upon demand for any sums paid
or costs incurred by Landlord in curing such default, including interest thereon
from the respective dates of Landlord’s making the payments and incurring such
costs, which sums and costs together with interest thereon shall be deemed
Additional Rent payable within ten (10) days of demand.




25.           Surrender.




a)
          At the expiration or
earlier termination of the Term Tenant shall promptly yield up the Premises and
all improvements, alterations and additions thereto, and all fixtures and
equipment servicing the Premises in a condition which is clean of garbage and
debris and broom clean and in the same condition, order and repair in which they
are required to be kept throughout the Term, ordinary wear and tear and damage
from casualty excepted.




b)
          If Tenant, or any
person claiming through Tenant, continues to occupy the Premises after the
expiration or earlier termination of the Term or any renewal thereof without
prior written consent of Landlord, the tenancy under this Lease shall become, a
month-to-month lease, under the same terms and conditions set forth in this
Lease; except, however, that the Fixed Basic Rent during such continued
occupancy shall be 150% of the amount set forth in subsection 6(a) and Tenant
shall indemnify Landlord for any loss or damage incurred by reason of Tenant’s
failure to surrender the Premises. Anything to the contrary notwithstanding, any
holding over by Tenant without Landlord’s prior written consent shall constitute
a default hereunder and shall be subject to all the remedies set forth in
subsection 26(b) hereof.


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26.
          Defaults-Remedies.




a)           Defaults by Tenant. It shall be an event of
default under this Lease if any one or more of the following events
occurs:




i)
          Tenant fails to pay
in full, when due, any and all installments of Fixed Basic Rent or Additional
Rent or any other charges or payments due and payable under this Lease whether
or not herein included as rent and the continuance of such failure for five (5)
Business Days after written notice from Landlord.




ii)
         Tenant violates or fails
to perform or otherwise breaches any agreement, term, covenant or condition
contained in this Lease, where such failure continues for 30 days after written
notice thereof from Landlord to Tenant, provided, however, that if the nature of
the default is such that the same cannot reasonably be cured within such 30 day
period, Tenant shall not be deemed to be in default if Tenant shall within such
period commence such cure and thereafter diligently prosecute the same to
completion.




iii)         Tenant
abandons or vacates the Premises without notice and discontinues payment of
Fixed Basic Rent, Additional Rent and other charges that have become due as well
as all which will become due thereafter through the end of the
Term.




iv)         Tenant
becomes insolvent or bankrupt in any sense or makes an assignment for the
benefit of creditors or if a petition in bankruptcy or for reorganization or for
an arrangement with creditors under any federal or state law is filed by or
against Tenant, or a bill in equity or other proceeding for the appointment of a
receiver or similar official for any of Tenant’s assets is commenced, or if any
of the real or personal property of Tenant shall be levied upon by any sheriff,
marshal or constable; provided, however, that any proceeding brought by anyone
other than Tenant under any bankruptcy, reorganization arrangement, insolvency,
readjustment, receivership or similar law shall not constitute an event of
default until such proceeding, decree, judgment or order has continued unstayed
for more than sixty (60) consecutive days.




v)          Any
of the events enumerated in subsections (a)(i) through (a)(iv) of this Section
happen to any guarantor of this Lease.




b)         
   Landlord’s
Remedies.Upon the occurrence of an event of default under this Lease,
Landlord shall have all of the following rights:




i)
          Landlord may charge
a late payment charge of five (5%) percent of any amount owed to Landlord
pursuant to this Lease which is not paid within five (5) days of the due date
which is set forth in the Lease or, if a due date is not specified in this
Lease, within thirty (30) days of the mailing of a bill therefor by Landlord.
Nothing in this Lease shall be construed as waiving any rights of Landlord
arising out of any default of Tenant, by reason of Landlord’s imposing or
accepting any such late charge(s) and/or interest; the right to collect such
late charge(s) and/or interest is separate and apart from any rights relating to
remedies of Landlord after default by Tenant including, without limitation, the
rights and remedies of Landlord provided herein.




-20-




ii)
          Landlord may
re-enter the Premises and, at the option of Landlord, remove all persons and all
or any property therefrom, either by summary dispossess proceedings or by any
suitable action or proceeding at law or by force or otherwise, without being
liable for prosecution or damages therefor, and Landlord may repossess and enjoy
the Premises. Upon recovering possession of the Premises by reason of or based
upon or arising out of a default on the part of Tenant, Landlord may, at
Landlord’s option, either terminate this Lease or make such alterations and
repairs as may be necessary in order to relet the Premises and may relet the
Premises or any part or parts thereof, either in Landlord’s name or otherwise,
for a term or terms which may, at Landlord’s option, be less than or exceed the
period which would otherwise have constituted the balance of the Term of this
Lease and at such rent or rents and upon such other terms and conditions as in
Landlord’s sole discretion may seem advisable and to such person or persons as
may in Landlord’s discretion seem best; upon each such reletting all rents
received by Landlord from such reletting shall be applied as follows: first, to
the payment of any costs and expenses of such reletting, including all costs of
alterations and repairs; second, to the payment of any indebtedness other than
Fixed Basic Rent, Additional Rent or other charges due hereunder from Tenant to
Landlord; third, to the payment of Fixed Basic Rent, Additional Rent and other
charges due and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of future rent as it may become due and payable
hereunder. If rentals received from reletting during any month are less than
that to be paid during that month by Tenant, Tenant shall pay any such
deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No
such re-entry or taking possession of the Premises or the making of alterations
or improvements thereto or the reletting thereof shall be construed as an
election on the part of Landlord to terminate this Lease unless written notice
of termination is given to Tenant. Landlord shall in no event be liable in any
way whatsoever for failure to relet the Premises or, in the event that the
Premises or any part or parts thereof are relet, for failure to collect the rent
thereof under such reletting. Notwithstanding any such reletting without
termination, Landlord may at any time thereafter elect to terminate this Lease
for such previous breach.




iii)
          Landlord may
terminate this Lease and the Term without any right on the part of Tenant to
waive the forfeiture by payment of any sum due or by other performance of any
condition, term or covenant broken. Upon any termination by Landlord as a result
of an event of default by Tenant, Landlord shall be entitled to recover, all
accrued but unpaid Rent as of the date of the event of default, (plus late fees
and interest applicable thereto as provided herein), reasonable counsel fees
incurred as a result of Tenant’s default, Landlord’s costs of reletting, and the
parties acknowledge that Landlord’s damages in the event of a default by Tenant
shall be difficult to ascertain and as such agree that Landlord shall be
entitled to recover from Tenant, as liquidated damages for Tenant’s default, an
amount equal to the amount of the Fixed Basic Rent and Additional Rent reserved
for the balance of the Term, discounted to the date of payment using a discount
factor of ten percent (10%) less the amount of rents actually received by
Landlord as a result of Landlord’s efforts to mitigate its damages; such rents
to be applied as follows: first, to the payment of any costs and expenses of
such reletting, including all costs of alterations and repairs; second, to the
payment of any indebtedness other than Fixed Basic Rent, Additional Rent or
other charges due hereunder from Tenant to Landlord; third, to the payment of
Fixed Basic Rent, Additional Rent and other charges due and unpaid hereunder.
All amounts as set forth herein shall be immediately due and payable from Tenant
to Landlord upon demand therefor.


-21-




iv)
          WHEN THIS LEASE AND
THE TERM OR ANY EXTENSION OR RENEWAL THEREOF SHALL HAVE BEEN TERMINATED ON
ACCOUNT OF ANY DEFAULT BY TENANT, OR WHEN THE TERM HAS EXPIRED, IT SHALL BE
LAWFUL FOR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR AS ATTORNEY FOR TENANT
AS WELL AS FOR ALL PERSONS CLAIMING BY, THROUGH OR UNDER TENANT, AND TO FILE AN
AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN AMICABLE ACTION FOR JUDGMENT IN
EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER TENANT
FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, FOR WHICH THIS LEASE
SHALL BE A SUFFICIENT WARRANT; WHEREUPON, IF LANDLORD SO DESIRES, AN APPROPRIATE
WRIT OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING
WHATSOEVER, AND PROVIDED THAT IS FOR ANY REASON AFTER SUCH ACTION SHALL HAVE
BEEN COMMENCED IT SHALL BE DETERMINED AND POSSESSION OF THE PREMISES REMAIN IN
OR BE RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT FOR THE SAME DEFAULT AND
UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE
OR TENANT’S RIGHT OF POSSESSION AS HEREINBEFORE SET FORTH, TO BRING ONE OR MORE
FURTHER ACTIONS IN EJECTMENT AS HEREINBEFORE SET FORTH TO CONFESS JUDGMENT FOR
THE RECOVERY OF POSSESSION OF THE PREMISES.




v)
          Notwithstanding
anything in this Lease to the contrary, Landlord shall use commercially
reasonable efforts to mitigate its damages in the event of a default by Tenant
under this Lease.




c)           Landlord Default. If Landlord
shall fail to fulfill or perform, in whole or in part, any of its obligations
under this Lease and such failure or nonperformance shall continue for a period
of thirty (30) days after notice from Tenant to Landlord, provided, however,
that if the nature of the default is such that the same cannot be reasonably be
cured within such thirty (30) day period, Landlord shall not be deemed to be in
default if Landlord shall, within such period, commence such cure and thereafter
diligently prosecute same to completion, Tenant shall have the right to itself
cure the default. In the event Tenant so undertakes to cure Landlord’s default,
Landlord shall reimburse Tenant for the actual costs Tenant reasonably incurs in
effectuating such cure within fifteen (15) days from written demand therefore
together with reasonable documentation. In the event Landlord does not timely
reimburse Tenant for such costs, then Tenant may offset the cost of so doing
against its rental obligations hereunder,




d)           Waiver of Jury Trial. IT IS
MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT (A) THEY HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT BY EITHER OF
THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT’S USE OR OCCUPANCY OF THE PREMISES OR CLAIM OF INJURY OR DAMAGE, AND (B)
IN ANY ACTION AGAINST LANDLORD BY TENANT, THE LEGAL FEES OF THE PREVAILING PARTY
WILL BE PAID BY THE OTHER PARTY TO THE ACTION.


-22-




e)
          Non-Waiver. No waiver by
either party of any breach by the other party of any of such party’s
obligations, agreements or covenants herein shall be a waiver of any subsequent
breach or of any other obligation, agreement or covenant, nor shall any
forbearance by either party to seek a remedy for any event of default by the
other party be a waiver by such party of any rights and remedies with respect to
such or any subsequent event of default.




f)           Rights and Remedies Cumulative.No right or remedy herein conferred upon or reserved to Landlord or
Tenant is intended to be exclusive of any other right or remedy provided herein
or by law, but each shall be cumulative and in addition to every other right or
remedy given herein or now or hereafter existing at law or in equity or by
statute.




27.           Condition of
Premises.




a)
          Tenant hereby
acknowledges to Landlord that is fully familiar with the condition of the
Premises and that Tenant agrees to lease the Premises in its “AS IS” condition
as of the date hereof. Landlord warrants and represents that it has received no
notice, nor has it any reason to believe that the Permitted Use of the Premises
is in violation of the current zoning of the Property. In consideration of
Tenant leasing the Premises in its “AS IS” condition, Landlord hereby agrees to
provide Tenant with a cash allowance equal to Five Hundred Thousand and 00/100
($500,000.00) Dollars (hereinafter referred to as the “Construction Allowance”),
for the purpose of making additional leasehold improvements, which Construction
Allowance shall be paid to Tenant provided Tenant is not in default beyond any
applicable cure period pursuant to any of the terms and provisions of the Lease,
within thirty (30) days of Landlord’s receipt of bona fide paid invoices,
executed lien waivers from all relevant contractors for the work for which
Tenant is seeking reimbursement in form and substance substantially as set forth
in Exhibit G attached hereto, or such other documentation reasonably requested
by Landlord reflecting that Tenant has incurred such costs for any such
leasehold improvements. Any cost of such leasehold improvements which shall be
in excess of the aforesaid Construction Allowance shall be paid by Tenant. To
the extent the cost of the leasehold improvements shall be less than the
Construction Allowance, such excess shall be credited against Tenant’s
obligations to pay Fixed Rent next due under the terms of this
Lease.




b)
          Upon Landlord’s
payment to Tenant of the Construction Allowance set forth in Section 27(a)
above, the Fixed Basic Rent as set forth in Preamble Section 10 for the period
ending December 31, 2001 shall be increased to $19.25 per rentable square foot
per annum, $1,805,553.75 per annum, which shall be payable in equal Monthly
Installments of $142,646.56, in advance, on the first day of each calendar
month. In the event Landlord pays Tenant the Construction Allowance on a day
other than the first day of a calendar month, the incremental additional Monthly
Installment of Fixed Basic Rent, e.g. $7,816:25 (hereinafter referred to as the
“Monthly Installment of Incremental Fixed Basic Rent”), shall be apportio on a
per diem basis from the day the Construction Allowance is paid to Tenant to the
last day of the calendar month in which the Construction Allowance is paid to
Tenant. The Monthly Installment of Incremental Fixed Basic Rent shall be paid by
Tenant to Landlord within fifteen (15) days of the date Landlord pays Tenant the
Construction Allowance.


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28.           
 Hazardous
Substances.




a)
          Landlord and Tenant
shall not cause or allow the generation, treatment, storage or disposal of
Hazardous Substances on or near the Premises or Property. “Hazardous Substances”
shall mean (i) any hazardous substance as that term is defined in the
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),
42 U.S.C. 9601 et seq., as
amended, (ii) any hazardous waste or hazardous substance as those terms are
defined in any local, state or Federal law, regulation or ordinance not
inapplicable to the Premises and Property, or (iii) petroleum including crude
oil or any fraction thereof. In the event Landlord or Tenant uses any Hazardous
Substances, Landlord or Tenant shall dispose of such substances in accordance
with all applicable Federal, state and local laws, regulations and ordinances.
Notwithstanding the foregoing, Tenant’s lawful use of cleaning supplies, copying
fluids, other office and maintenance supplies and other substances ordinarily
and customarily used by tenants of space similar to the Premises shall not be
deemed to violate any of the provisions of this Lease.




b)
          Tenant agrees to
indemnify, defend and hold harmless Landlord, its employees, agents,
contractors, successors, assigns and invitees, (“Landlord Parties”) from and
against any and all damage, claim, liability, or loss, including reasonable
attorneys’ and other fees, (“Costs”) arising out of or in any way connected to
the generation, treatment, storage or disposal of Hazardous Substances by
Tenant, its employees, agents, contractors, or invitees, successors or assigns,
(the “Tenant Parties”) on or near the Premises or Property. Landlord agrees to
indemnify, defend and hold harmless the Tenant Parties from and against any and
all Costs arising out of or in any way connected to the presence, generation,
treatment, storage or disposal of Hazardous Substances by any Landlord Party or
by any third party other than a Tenant Party, on, under or near the Premises or
Property. In the event Landlord defaults in its obligations pursuant to this
Section 28(b), Tenant may, after thirty (30) days prior written demand, offset
all Costs against its rental obligations. Such duty of indemnification shall
include, but not be limited to damage, liability, or loss pursuant to all
Federal, state and local environmental laws, rules and ordinances, strict
liability and common law.




c)
          Landlord and Tenant
agree to notify each other immediately of any disposal of Hazardous Substances
in the Premises or Property, of any discovery of Hazardous Substances in the
Premises, or of any notice by a governmental authority or private party alleging
or suggesting that a disposal of Hazardous Substances on or near the Premises or
Property may have occurred. Furthermore, Landlord and Tenant agree to provide
the other with full and complete access to any documents or information in its
possession or control relevant to the question of the generation, treatment,
storage, or disposal of Hazardous Substances on or near the
Premises.




d)
          Except as set forth
in that certain Phase 1 Environmental Site Assessment of The Franke Contract
Group, Lansdale, Pennsylvania Job Number OPG98005 prepared by OXFORD Engineers
& Consultants, Inc., Landlord represents and warrants that, to the best of
its knowledge, there are no Hazardous Substances in, under or about the
Building. Landlord, at its sole cost and expense, shall comply with all
applicable environmental laws, rules, ordinances, regulations
or other requirements (“Environmental Requirements”) other than Environmental
Requirements applicable as a result of Tenant’s activities on the Property;
provided, however, Landlord’s obligations hereunder shall not be deemed to
require Landlord to conduct investigations or remediation in connection with the
USEPA Superfund sites known as North Penn-Area 7 and North Penn - Area 6 unless
Landlord is required to do so by any governmental entity; provided, however,
that Landlord may in good faith contest any such requirement so long as Tenant’s
use and enjoyment of the Premises are not adversely affected.




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29.          
Recording. Neither this Lease
nor a memorandum of this Lease shall be recorded in any public records without
the written consent of Landlord.




30.          
Brokers’ Commission.Tenant
represents and warrants to Landlord that the Brokers (as defined in the
Preamble) are the sole brokers with whom Tenant has negotiated in bringing about
this Lease and Tenant agrees to indemnify and hold Landlord and its mortgagee(s)
harmless from any and all claims of other brokers and expenses in connection
therewith arising out of or in connection with the negotiation of or the
entering into this Lease by Landlord and Tenant. In the event the transactions
contemplated herein are consummated, Landlord will pay to the Brokers a
commission in accordance with a separate agreement between Brokers and Landlord.
In no event shall Landlord’s mortgagee(s) have any obligation to any broker
involved in this transaction.




31.          Notices.All notices, demands,
requests, consents, certificates, and waivers required or permitted hereunder
from either party to the other shall be in writing and sent by United States
certified mail, return receipt requested, postage prepaid, or by recognized
overnight courier, addressed as follows:


If
      to Tenant:ICON
      Clinical Research, Inc.190
      West Germantown PikeNorristown,
      PA 19401Attn:
      Lois Valentine, Director of Administrationwith
      a copy to:McCausland,
      Keen & BuckmanRadnor
      Court, Suite 160259
      North Radnor-Chester RoadRadnor,
      PA 19087-5240Attn:
      Stephan K. Pahides, Esq.If
      to Landlord:212
      Church Associates, L.P.c/o
      First Evergreen101
      Eisenhower ParkwayRoseland,
      New Jersey 07068Attn:
      Mr. Mark S. Greenwith
      a copy to:Dollinger
      & Dollinger, P.A.Mack-Cali
      Centre IIOne
      Mack Centre DriveParamus,
      New Jersey 07652Attn:
      Martin E. Dollinger, Esq.


-25-




Either
party may at any time, in the manner set forth for giving notices to the other,
specify a different address to which notices to it shall thereafter be sent.
Notices shall be deemed effective upon receipt or rejection by the
addressee.




32.          Irrevocable Offer: No Option.Although Tenant’s execution of this Lease shall be deemed an offer
irrevocable by Tenant, the submission of this Lease by Landlord to Tenant for
examination shall not constitute a reservation of or option for the Premises.
This Lease shall become effective only upon execution thereof by both parties
and delivery thereof to Tenant.




33.          Inability to Perform.If
Landlord or Tenant is delayed or prevented from performing any of its
obligations under this Lease (other than an obligation to pay money) by reason
of strike, labor troubles, or any cause whatsoever beyond such party’s control,
the period of such delay or such prevention shall be deemed added to the time
herein provided for the performance of any such obligation.




34.          Survival. Notwithstanding
anything to the contrary contained in this Lease, the expiration of the Term of
this Lease, whether by lapse of time or otherwise, shall not relieve Tenant from
its obligations accruing prior to the expiration of the Term.




35.          Corporate Tenants.If Tenant is
a corporation, the person(s) executing this Lease on behalf of Tenant hereby
covenant(s) and warrant(s) that: Tenant is a duly formed corporation qualified
to do business in the state in which the Property is located; Tenant will remain
qualified to do business in said state throughout the Term and any renewals
thereof; and such persons are duly authorized by such corporation to execute and
deliver this Lease on behalf of the corporation.




36.          Waiver of Invalidity of Lease.
Each party agrees that it will not raise or assert as a defense to any
obligation under the Lease or this or make any claim that the Lease is invalid
or unenforceable due to any failure of this document to comply with ministerial
requirements including, without limitation, requirements for corporate seals,
attestations, witnesses, notarizations or other similar requirements and each
party hereby waives the right to assert any such defenses or make any claim of
invalidity or unenforceability due to any of the foregoing.




37.          Security Deposit. As additional
security for the full and prompt performance by terms and covenants of this
Lease, Tenant has deposited with Landlord the Security Deposit, as set forth in
the Preamble. Provided Tenant is able to demonstrate to Landlord’s reasonable
satisfaction, now and at all times during the Term hereof, a minimum net worth
of at least Seven Million and 00/100 ($7,000,000.00), Tenant shall not be
required to deposit any additional Security Deposit with Landlord. In the event
Tenant’s net worth at any time during the Term hereof is less than Seven Million
and 00/100 ($7,000,000.00) Dollars, then and for so long as said net worth
deficiency shall continue, the Security Deposit set forth in the Preamble shall
be increased to an amount equal to two (2) Monthly Installments of the then
current Fixed Basic Rent. The Security Deposit shall not constitute rent for any
month (unless so applied by Landlord on account of Tenant’s default hereunder).
Tenant shall, upon demand, restore any portion of the Security Deposit which may
be applied by Landlord to cure any default by Tenant hereunder. To the extent
that Landlord has not applied the Security Deposit or any portion thereof on
account of a default, the Security Deposit, or such remaining portion of the
Security Deposit, shall be returned to Tenant, without interest, promptly
following the termination of this Lease. Landlord shall maintain the Security
Deposit in a separate interest bearing, escrow account and all interest earned
thereon shall be for the benefit of the Tenant.


-26-




38.          
 Estoppel Certificate.Each of Landlord and Tenant shall from time to time, within five (5) days
after request, execute, acknowledge and deliver to the other party a written
instrument in recordable form, substantially in the form attached hereto as
Exhibit E (an
“Estoppel Certificate”), certifying (i) that this Lease is in full force and
effect and has not been modified, supplemented or amended (or, if there have
been modifications, supplements or amendments, that it is in full force and
effect as modified, supplemented or amended, and stating such modifications,
supplements and amendments); (ii) the dates to which Fixed Basic Rent and
Additional Rent and any other charges arising hereunder have been paid; (iii)
the amount of any prepaid rents or credits due Tenant, if any; (iv) if
applicable, that Tenant has accepted possession and has entered into occupancy
of the Premises, and certifying the Commencement Date and the Expiration Date;
(v) whether or not, to the best of such party’s knowledge, all conditions under
the Lease to be performed by the other party prior thereto have been satisfied
and whether or not the other party is then in default in the performance of any
covenant, agreement or condition contained in this Lease and specifying each, if
any, unsatisfied condition and each, if any, default of which such party may
have knowledge; and (vi) any other fact or condition reasonably requested. Any
certification delivered pursuant to the provisions of this Article shall be
intended to be relied upon by the other party and any mortgagee or prospective
mortgagee or other lender or purchaser of the Property or of any interest
therein, or prospective assignee of this Lease, subtenant of the Property or
other party.




39.         
  Rights Reserved by
Landlord. Landlord waives no rights, except those that may be
specifically waived herein, and explicitly retains all other rights including,
without limitation, the following rights, each of which Landlord may exercise
without prior notice to Tenant and without liability to Tenant for damage or
injury to property, person or business on account of the exercise thereof, and
the exercise of any such rights shall not be deemed to constitute an eviction or
disturbance of Tenant’s use or possession of the Premises and shall not give
rise to any claim for set-off or abatement of Rent or any other
claim:




a)          To
change the name or street address of the Building with the prior written consent
of Tenant.




b)          Subject
to Section 11 above, to install, affix and maintain any and all signs on the
exterior and on the interior of the Building.




c)          Subject
to the terms of this Lease, to decorate or to make repairs, alterations,
additions, or improvements, whether structural or otherwise, in and about the
Building, or any part thereof, and for such purposes to enter upon the Premises
and during the continuance of any of such work, to temporarily close doors,
entry ways, public space and corridors in the Building and to interrupt or
temporarily suspend services or use of facilities, all without affecting any of
Tenant’s obligations hereunder, so long as the Premises are reasonably
accessible and usable.


-27-




d)          To
furnish door keys for the entry door(s) in the Premises on the Commencement Date
and to retain at all times, and to use in appropriate instances, keys to all
doors within and into the Premises. Tenant agrees to purchase only from Landlord
additional duplicate keys as required, to change no locks, and not to affix
locks on doors without the prior written consent of the Landlord. Upon the
expiration of the Term or Tenant’s right to possession, Tenant shall return all
keys to Landlord and shall disclose to Landlord the combination of any safes,
cabinets or vaults left in the Premises.




e)          To
designate and approve all window coverings used in the Building.




f)          To
enter the Premises in accordance with Section 14(a), and, subject to Section
14(b) in the last nine (9) months of the Term, to show the Premises to
prospective tenants at reasonable times and, if vacated or abandoned, to show
the Premises at any time.




g)         To
erect, use and maintain pipes, ducts, wiring and conduits, and appurtenances
thereto, in and through the Premises provided Tenant’s use and occupancy of the
Premises in accordance with the terms of this. Lease are not materially affected
thereby.




h)         To
grant to any person or to reserve unto itself the exclusive right to conduct any
business or render any service in the Building, provided Tenant’s use and
occupancy of the Premises in accordance with the terms of this Lease are not
materially affected thereby.




i)          To
alter the layout, design and/or use of the Building in such manner as Landlord,
in its sole discretion, deems appropriate, so long as the character of the
Building as a first class office building is maintained, provided Tenant’s use
and occupancy of the Premises in accordance with the terms of this Lease are not
materially affected thereby.




40.Miscellaneous.




a)Entire
Agreement. This Lease represents the entire agreement between the parties
hereto and there are no collateral or oral agreements or understandings between
Landlord and Tenant with respect to the Premises or the Property. No rights,
easements or licenses are acquired in the Property or any land adjacent to the
Property by Tenant by implication or otherwise except as expressly set forth in
the provisions of this Lease.




b)           Modification. This Lease shall
not be modified in any manner except by an instrument in writing executed by the
parties.




c)           Interpretation. The masculine
(or neuter) pronoun, singular number, shall include the masculine, feminine and
neuter genders and the singular and plural number.


-28-




d)         Exhibits. Each writing or plan
referred to herein as being attached as an Exhibit or otherwise designated
herein as an Exhibit hereto is hereby made a part hereof.




e)         Captions and Headings.The
captions and headings of sections, subsections and the table of contents herein
are for convenience only and are not intended to indicate all of the subject
matter in the text and they shall not be deemed to limit, construe, affect or
alter the meaning of any provisions of this Lease and are not to be used in
interpreting this Lease or for any other purpose in the event of any
controversy.




f)Interest. Wherever interest is
required to be paid hereunder, such interest shall be at the highest rate
permitted under law but not in excess of ten percent (10%).




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




h)          Joint and Several Liability. If
two or more individuals, corporations, partnerships or other persons (or any
combination of two or more thereof) shall sign this Lease as Tenant, the
liability of each such individual, corporation, partnership or other persons to
pay the Rent and perform all other obligations hereunder shall be deemed to be
joint and several, and all notices, payments and agreements given or made by,
with or to any one of such individuals, corporations, partnerships or other
persons shall be deemed to have been given or made by, with or to all of them.
In like manner, if Tenant shall be a partnership or other legal entity, the
members of which are, by virtue of any applicable law or regulation, subject to
personal liability, the liability of each such member shall be joint and
several.




i)          No Representations by Landlord.Landlord and Landlord’s agents have made no representations, agreements,
conditions, warranties, understandings or promises, either oral or written,
other than as expressly set forth herein, with respect to this Lease, the
Premises and/or the Building.




j)          Relationship of Parties. This
Lease shall not create any relationship between the parties other than that of
Landlord and Tenant.




k)          Choice of Law. The terms of
this Lease shall be construed under the laws of the Commonwealth of
Pennsylvania, and that exclusive jurisdiction and venue shall be in the, Court of
Common Pleas of the County in which the Property is located.




41.          Additional
Definitions.




a)          “Date
of this Lease” or “date of this Lease” shall mean the date of acceptance of this
Lease by the Landlord, following execution and delivery thereof to Landlord by
Tenant and that date shall be inserted in the space provided in the
Preamble.


-29-




b)          “Landlord”
as used herein includes the Landlord named above as well as its successors and
assigns, each of whom shall have the same rights, remedies, powers, authorities
and privileges as he would have had he originally signed this lease as Landlord.
Any such person, whether or not named herein, shall have no liability hereunder
after ceasing to hold title to the Premises other than liability for obligations
existing at the time of the transfer of title. Neither Landlord nor any
principal of Landlord nor any owner of the Building or the Lot, whether
disclosed or undisclosed, shall have any personal liability with respect to any
of the provisions of this Lease or the Premises, and if Landlord is in breach or
default with respect to Landlord’s obligations under this Lease or otherwise,
Tenant shall look solely to the equity of landlord in the Premises for the
satisfaction of Tenant’s remedies.




c)          “Tenant”
as used herein includes the Tenant named above as well as its heirs, successors
and assigns, each of which shall be under the same obligations, liabilities and
disabilities and each of which shall have the same rights, privileges and powers
as it would have possessed had it originally signed this Lease as Tenant. Each
and every person named above as Tenant shall be bound formally and severally by
the terms, covenants and agreements contained herein. However, no such rights,
privileges or powers shall inure to the benefit of any assignee of Tenant,
immediate or remote, unless the assignment to such assignee is made in
accordance with the terms of this Lease. Any notice required or permitted by the
terms of this Lease may be given by or to any one of the persons named above as
Tenant, and shall have the same force and effect as if given by or to all of
them.




d)          “Mortgage”
and “Mortgagee” as used herein includes any lien or encumbrance on the Premises
or the Property or on any part of or interest in or appurtenance to any of the
foregoing, including without limitation any ground rent or ground lease if
Landlord’s interest is or becomes a leasehold estate. The word “mortgagee” is
used herein to include the holder of any mortgage, including any ground Landlord
if Landlord’s interest is or becomes a leasehold estate. Wherever any right is
given to a mortgagee, that right may be exercised on behalf of such mortgagee by
any representative or servicing agent of such mortgagee.




e)          “Person”
as used herein includes a natural person, a partnership, a corporation, an
association, and any other form of business association or entity.




f)          “Property”
as used herein shall mean the Building and the lot, tract or parcel of land on
which the Building is situated.




g)         
“Rent” or “rent” as used herein shall mean all Fixed Basic Rent and Additional
Rent reserved under this Lease.




42.          Lease Condition. Intentionally
deleted.




43.          Guaranty. In consideration for
Landlord agreeing to provide Tenant with the Construction Allowance set forth in
Section 27 of this Lease, Tenant agrees to provide Landlord with a guaranty from
its parent company, ICON PLC, in form and substance attached hereto and made a
part hereof as Exhibit
F, which agreement shall guaranty the repayment of the then outstanding
and unamortized Construction Allowance to Landlord in the event Tenant defaults
in its obligation to pay Fixed Basic Rent or Additional Rent. The Construction
Allowance shall be amortized over a period of ten (10) years with principal and
interest payable at the rate of Ninety-Three Thousand Seven Hundred Ninety-Five
and 00\100 ($93,795.00) Dollars per annum.


-30-




44.          Access to Adjoining Property.
Landlord agrees to cooperate with Tenant in connection with Tenant’s desire to
install an underground conduit and/or an above-ground enclosed walkway between
the Property and the adjoining property leased or to be leased by Tenant,
provided, however, that Landlord shall not be obligated to incur any costs or
expenses in connection therewith. Such conduit and walkway shall be constructed
and installed in accordance with the terms and conditions set forth in Section
12(6) of this Lease, provided, however, Tenant agrees, at Landlord’s option, to
remove such conduit and/or walkway at the expiration or sooner termination of
this Lease and repair and restore any damage or injury to the Premises or the
Property caused by such installation or removal.




45.Existing
Lease. The parties acknowledge that upon execution and delivery of this
Lease to both parties, the Original Lease shall terminate, except for the
following, which shall survive said termination: (i) the Fourth Amendment
Construction Allowance in the original amount of One Hundred Forty-Eight
Thousand Seven Hundred Forty and 00/100 ($148,740.00) Dollars and the
Construction Allowance in the original amount of Four Hundred Ninety-Nine
Thousand Eight Hundred Fifty and 00/100 ($499,850.00) Dollars provided for in
the Fourth Amendment dated November 17, 2000 totaling Six Hundred Forty-Eight
Thousand Five Hundred Ninety and 00/100 ($648,590.00) Dollars, of which, as of
the date of this Lease, Five Hundred Fifty-Five Thousand Thirty-One and 00/100
($555,031.00) Dollars has heretofore been paid to or paid on behalf of Tenant,
and Ninety-Three Thousand Five Hundred Fifty-Nine and 00/100 ($93,559.00)
Dollars remains and shall be payable to Tenant in accordance with Section 27 of
this Lease; (ii) any terms and conditions set forth in the Original Lease which
survive the expiration and/or sooner termination of the Original Lease; (iii)
any third party claims brought against Tenant or Landlord arising out of any
actions or omissions by Landlord or Tenant which occurred during the term of the
Original Lease and (iv) any warranties or representations (x) made by Landlord
with respect to the Landlord Work and (y) made by Tenant with respect to the
Tenant Work, as set forth in Exhibit C to the Original Lease.




-31-




RIDER A




RENEWAL
OPTION




Tenant is
hereby granted two (2) options to renew this Lease upon the following terms and
conditions:




At the
time of the exercise of each option to renew and at the time of the said
renewal, the Tenant shall not be in default in. accordance with the terms and
provisions of this Lease, and shall be in possession of the Premises pursuant to
this Lease.




Notice of
the exercise of the option shall be sent to the Landlord in writing at least
nine (9) .months but not more than twelve (12) months before the expiration of
the current term of this Lease.




Each
renewal term shall be for a period of five (5) years, to commence at the
expiration of the Term of this Lease, or the first renewal term, as applicable,
and all of the terms and conditions of this Lease, other than the Fixed Basic
Rent, shall apply during any such renewal term.




The
annual Fixed Basic Rent to be paid during each renewal term shall not be less
than that paid for the Premises during the last year of the original term of the
Lease, or the last year of the first renewal term, as applicable. However, if
the fair rental value per square foot at the commencement of the renewal term
shall exceed the rent as established in the preceding sentence, the Tenant shall
pay such fair rental value. In determining the fair rental value, the Landlord
shall notify Tenant of the fair rental value as established by Landlord. Should
Tenant dispute Landlord’s determination, then the Tenant shall be free to, at
the Tenant’s sole cost and expense, employ the services of an appraiser familiar
with office buildings located within the North Wales, Pennsylvania area
comparable to the Building, who shall be a member of MAI and who shall render an
appraisal. If the Landlord and the Tenant’s appraiser cannot agree on the fair
rental value, or in such case, on an independent appraiser acceptable to both,
either party may request the American Arbitration Association to appoint such
independent appraiser who shall be a member of MAI familiar with office
buildings in the area of the Building who shall render an appraisal, and in such
event the judgment of a majority of the three appraisers shall be final and
binding upon the parties. The parties shall share equally in the cost of any
such independent appraiser. Pending resolution of the issue of fair rental
value, the Tenant shall pay the Landlord as of commencement of the renewal term,
the Fixed Basic Rent as established by Landlord, subject to retroactive
adjustment upon final determination of this issue. Any payments which are
required as a result of a retroactive adjustment shall be made by the party
required to make a payment within fifteen (15) days of such
determination.







EXHIBIT
A




(BUILDING)







EXHIBIT
B




RULES
AND REGULATIONS




1.          OBSTRUCTION
OF PASSAGEWAYS:
The sidewalks, entrance, passages, courts, elevators, vestibules, stairways,
corridors and public parts of the Building shall not be obstructed or encumbered
by Tenant or used by Tenant for any purpose other than ingress and egress. If
the Premises are situated on the ground floor with direct access to the street,
then Landlord shall, at Landlord’s expense, keep the sidewalks and curbs
directly in front of the Premises clean and free from ice, snow and
refuse.




2.          WINDOWS: Windows in the Premises
shall not be covered or obstructed by Tenant. No bottles, parcels or other
articles shall be placed on the window sills, in the halls, or in any other part
of the Building other than the Premises. No article shall be thrown out of the
doors or windows of the Premises.




3.          PROJECTIONS
FROM BUILDING: No
awnings, air-conditioning units, or other fixtures shall be attached to the
outside walls or the window sills of the Building or otherwise affixed so as to
project from the Building, without prior written consent of
Landlord.




4.          FLOOR
COVERING: Tenant
shall not lay linoleum or other similar floor covering so that the same shall
come in direct contact with the floor of the Premises. If linoleum or other
similar floor covering is desired to be used, an interlining of builder’s
deadening felt shall first be fixed to the floor by a paste or other material
that may easily be removed with water, the use of cement or other similar
adhesive material being expressly prohibited.




5.          INTERFERENCE
WITH OCCUPANTS OF BUILDING: Tenant shall not make, or
permit to be made, any unseemly or disturbing noises or odors and shall not
interfere with other tenants or those having business with them. Tenant will
keep all mechanical apparatus in the Premises free of vibration and noise which
may be transmitted beyond the limits of the Premises.




6.          LOCK
KEYS: No
additional locks or bolts of any kind shall be placed on any of the doors or
windows by Tenant. Tenant shall, on the termination of Tenant’s tenancy, deliver
to Landlord all keys to any space within the Building either furnished to or
otherwise procured by Tenant, and in the event of the loss of any keys
furnished, Tenant shall pay to Landlord the cost thereof. Tenant, before closing
and leaving the Premises, shall ensure that all windows are closed and entrance
doors locked. Nothing in this Paragraph 7 shall be deemed to prohibit Tenant
from installing a burglar alarm within the Premises, provided: (1) Tenant
obtains Landlord’s consent which will not be unreasonably withheld or delayed;
(2) Tenant supplies Landlord with copies of the plans and specifications of the
system; (3) such installation shall not damage the Building; and (4) all costs
of installation shall be borne solely by Tenant.









7.          PROHIBITED
ON PREMISES:
Tenant shall not conduct, or permit any other person to conduct, any auction
upon the Premises, manufacture or store goods, wares or merchandise upon the
Premises without the prior written approval of Landlord, except the storage of
usual supplies and inventory to be used by Tenant in the conduct of his
business, permit the Premises to be used for gambling, make any unusual noises
in the Building, permit to be played musical instrument on the Premises, permit
any radio to be played, or television, recorded or wired music in such loud
manner as to disturb or annoy other tenants, or permit any unusual odors to be
produced on the Premises. Tenant shall not permit any portion of the Premises to
be occupied as an office for a public stenographer or typewriter, or for the
storage, manufacture, or sale of intoxicating beverages, narcotics, tobacco in
any form or as a barber or manicure shop. Canvassing, soliciting and peddling in
the Building and the Premises are prohibited and Tenant shall cooperate to
prevent the same. No bicycles, vehicles or animals of any kind shall be brought
into or kept in or about the Premises.




8.          PLUMBING,
ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall
not be used for any purpose other than those for which they were constructed;
and no sweepings, rubbish, ashes, newspaper or other substances of any kind
shall be thrown into them. Waste and excessive or unusual amounts of electricity
or water is prohibited.




9.          SAFES AND
OTHER HEAVY EQUIPMENT: Landlord reserves the right
to prescribe the weight and position of all safes and other heavy equipment so
as to distribute properly the weight thereof and to prevent any unsafe condition
from arising.




10.        ADVERTISING: Landlord shall have the
right to prohibit any advertising by Tenant which in Landlord’s reasonable
opinion tends to impair the reputation of the Building or its desirability as a
building for offices, and upon written notice from Landlord, Tenant shall
refrain from or discontinue such advertising.




11.        NON-OBSERVANCE
OR VIOLATION OF RULES BY OTHER TENANTS: Landlord shall not be
responsible to Tenant for non-observance or violation of any of these rules and
regulations by any other tenant.




12.        AFTER
HOURS USE:
Landlord reserves the right to exclude from the Building between the hours of
6:00 p.m. and 8:00 a.m. and at all hours on Saturdays, Sundays and Building
Holidays, all persons who do not present a pass to the Building signed by the
Tenant. Each Tenant shall be responsible for all persons for whom such a pass is
issued and shall be liable to the Landlord for the acts of such
persons.




13.        PARKING: Tenant and its employees
shall park their cars only in those portions of the parking area designated by
Landlord.




14.        HEALTH
AND SAFETY:The
Tenant shall be responsible for initiating, maintaining and supervising all
health and safety precautions and/or programs required by Law in connection with
the Tenant’s use and occupancy of the Premises.


-2-




EXHIBIT
C




[INTENTIONALLY
OMITTED]







EXHIBIT
D




BUILDING
HOLIDAYS




* NEW
YEAR’S DAY *




*
MEMORIAL DAY *




*
INDEPENDENCE DAY *




* LABOR
DAY *




*
THANKSGIVING DAY *




*
CHRISTMAS DAY *







EXHIBIT
E




ESTOPPEL
CERTIFICATE




TO:
______________________ (“______”) pursuant to that certain __________ Agreement
(the “Agreement”) dated _________, 200__, by and between __________________ and
____________________________________________
(“Landlord”).




1.          The
undersigned (“Tenant”) is the lessee under that certain Lease dated ________,
20__, by and between _____________________________________, as Landlord, and
________________________________________, as Tenant (the “Lease”), covering a
portion of those certain premises commonly known and designated as
_____________________________________________, Pennsylvania, consisting of
approximately _________ square feet (the “Premises”). A true, complete and
correct copy of the Lease is attached hereto as Exhibit “A”.




2.          The
Lease has not been modified, changed, altered or amended in any respect (except
as indicated following this sentence) and is the only lease or agreement between
the undersigned
and the Landlord affecting the Premises. If none, state
“none”. _________________________________________






3.          The
undersigned has made no agreements with Landlord or its agents or employees,
which are not described in the Lease concerning free rent, partial rent, rebate
of rental payments or any other type of rental concession with respect to the
Lease (except as indicated following this sentence). If none, state
“none”.   _______________________________________________________________________________________________________


___________________________________________________________________________________________________________




4.          The
undersigned accepted possession of the Premises on _______, 20__, currently
occupies the Premises and has been open for business since ______________, 20__.
The current term of the Lease began on _____________, 20__. The current term of
the Lease will expire on, _________, 20__, and Tenant has no present right to
cancel or terminate the Lease under the terms thereof, or otherwise. No rent
payable pursuant to the Lease has been prepaid for more than two (2) months, and
no monies otherwise payable to Landlord under the Lease have been paid in
advance of the due date therefor as set forth in the Lease. The fixed minimum
rent currently being paid under the Lease is $_____________ per month. Future
changes to the fixed minimum rental are as set forth in the Lease. The
undersigned also pays amounts for insurance and property tax escalations based
upon the square footage of the Premises subject to the Lease, as set forth in
the Lease, which amounts have been paid to and including ____________,
200_.




5.          The
Lease is fully valid obligation of the undersigned and enforceable against the
undersigned and is currently in full force and effect. Neither the undersigned,
or to the knowledge of the undersigned, the [other party] is in default
thereunder, and all conditions and obligations on the part of [the other party]
to be fulfilled under the terms of the Lease have been satisfied or fully
performed including, without limitation, all required tenant improvements,
allowances, alterations, installations and construction, and payment therefor
has been made in full. Tenant has no present offset, claim, defense or
counterclaim against any rent or other sum payable by Tenant under the Lease or
against any other obligation of Tenant under the Lease except as set forth in
Paragraph 7 below. To the knowledge of the undersigned, no condition exists
which with the giving of notice or the passage of time, or both, would
constitute a default under the Lease.







6.          Tenant
has not suffered any assignment of the Lease or sublet the Premises or any
portion thereof, and no person or entity, other than Tenant, has any possessory
interest in the Premises or right to occupy the Premises or any portion thereof,
except as permitted under the Lease.




7.          Tenant
claims no right, title or interest in or to the Premises or right to possession
of the Premises, except as Tenant under the terms of the Lease. The Lease does
not contain and the undersigned does not have any outstanding options or rights
of first refusal to purchase the Premises or any portion thereof or the real
property of which the Premises are a part, except as otherwise set forth below.
If none, state “none”.  
___________________________________________________________________________


____________________________________________________________________________




8.          No
actions, whether voluntary or otherwise, are pending against the undersigned
under the bankruptcy laws of the United States or any state thereof, and the
undersigned knows of no fact or pending or threatened claim or litigation that
might result in the insolvency or bankruptcy of Tenant.




9.          The
undersigned is a [corporation] [limited partnership] [general partnership] duly
organized and validly existing and in good standing under the laws of the State
of ____________ [and qualified to do business in the State where the Premises is
located]. [________________, a ____________, owns and holds all of the issued
and outstanding stock in and of the undersigned, and is a separate and distinct
entity from Tenant].




10.          To
the knowledge of the undersigned, Tenant’s occupancy of the Premises complies
fully with all local, state and federal laws, ordinances, codes, rules,
regulations and orders including, without limitation, those concerning hazardous
wastes, hazardous materials, asbestos, oil and underground storage tanks. In
addition, to the knowledge of the undersigned, no such hazardous wastes,
hazardous materials, asbestos, oil or underground storage tanks have been or are
incorporated in, stored on or under, released from, treated on, transported to
or from or disposed of, on or from the Premises or any portion
thereof.




11.          To
the knowledge of the undersigned, all inspections, licenses, permits, consents,
permissions, approvals and certificates required, whether by law, regulation or
insurance standards, to be made or issued with respect to the conduct of
Tenant’s business, the Premises and the use and occupancy of the Premises by
Tenant have been made by or issued by all necessary private parties, the
appropriate governmental or quasi-governmental authorities or other authorities
having jurisdiction over the Premises and/or Tenant’s business, are in full
force and effect, and the undersigned has not received notification from any
such authority that Tenant or the Premises is in material noncompliance with
such laws, regulations or standards, that the Premises is being used, operated
or occupied unlawfully or that Tenant has failed to obtain such inspections,
permits, consents, permissions, approvals, licenses or certificates, as the case
may be. The undersigned has not received notice of any violation or failure to
conform with any such law, ordinance, regulation, standard, license, permit,
consent, .permission, approval or certificate.




-2-




12.          All
insurance policies required to be maintained by the undersigned under the Lease
have been maintained, are in full force and effect and all premiums with respect
thereto have been paid in full.




13.          Upon
receipt of notice of the closing of the purchase and sale of the Premises as set
forth in the Agreement, Tenant shall recognize ______ as Landlord under the
Lease, and all payments of rent and other sums due to Landlord under the Lease
and all communications permitted or required under the Lease shall be directed
to _________ c/o _______________________,
and all communications permitted or required under the Lease shall be directed
to Tenant at the address for Tenant set forth in the Lease (except as otherwise
indicated following this sentence), unless and until otherwise specified in
written notice by the party to whom notice is to be given at such address. If
none, state “none”.




14.          This
certification is made to induce __________________ [to enter into the Agreement]
[to provide financing to Landlord [Tenant]] [to sublease the Premises or accept
the assignment of this Lease] knowing that ________________________ is relying
upon the truth of this Estoppel Certificate in [entering into the Agreement,]
[providing such financing] [subleasing the Premises or accepting the assignment
of this Lease] and that [the acquisition of the Premises by
___________________________ pursuant to the Agreement] [the assumption of the
Lease by _________ pursuant to the Agreement] [the financing provided to
Landlord] [the subleasing of the Premises] shall be deemed good and valuable
consideration to Tenant for the foregoing representations made by the
undersigned.




Dated
this _____ day of __________, 2000.


TENANT:aBY:Name:Title:


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EXHIBIT
F




GUARANTY
OF CONSTRUCTION ALLOWANCE




WHEREAS,
ICON CLINICAL RESEARCH, INC., a Pennsylvania corporation, with offices at 212
Church Road, Upper Gwynedd Township, Pennsylvania 19486 (hereinafter referred to
as “Tenant”) is desirous of entering into the lease hereinafter mentioned;
and




WHEREAS,
ICON PLC, an Ireland corporation, with offices at South County Business Park,
Leopardstown, Dublin 18, Ireland (hereinafter referred to as “Guarantor”) has
requested 212 CHURCH ASSOCIATES, L.P., a Delaware limited partnership, with
offices at c/o First Evergreen, 101 Eisenhower Parkway, Roseland, New Jersey
07068 (hereinafter referred to as “Landlord”) to enter into an amended and
restated lease with the Tenant in the building located at 212 Church Road, Upper
Gwynedd Township, Pennsylvania (hereinafter referred to as “Lease”) and provide
a Construction Allowance to Tenant; and




WHEREAS,
the Landlord has refused to enter into the said Lease and provide a Construction
Allowance to Tenant unless the Guarantor guarantees said Construction Allowance
in the manner hereinafter set forth.




NOW,
THEREFORE, to induce the Landlord to enter into said Lease and provide a
Construction Allowance to Tenant, which Lease is dated this day and is being
executed simultaneously herewith, the Guarantor hereby agrees as
follows:




1.         (a)
The Guarantor unconditionally guarantees to the Landlord and the successors and
assigns of the Landlord, the full and punctual performance and observance by the
Tenant of all of the terms, covenants and conditions in said Lease contained on
Tenant’s part to be kept, performed or, observed.




(b)
If, at any time, default shall be made by the Tenant in the performance or
observance of any of the terms, covenants or conditions in said Lease contained
on the Tenant’s part to be kept, performed or observed, the Guarantor will repay
to Landlord an amount equal to the then outstanding and unamortized Construction
Allowance.




(c)
The liability of the Guarantor hereunder shall be enforceable against the
Guarantor without the necessity for any suit or proceedings on the Landlord’s
part of any kind or nature whatsoever against the Tenant.




2.          Any
act of the Landlord, or the successors or assigns of the Landlord, consisting of
a waiver of any of the terms or conditions of said Lease, or the giving of any
consent to any manner or thing relating to said Lease, or the granting of any
indulgences or extensions of time, to the Tenant, may be done without notice to
the Guarantor and without releasing the obligations of the Guarantor
hereunder.




3.          The
obligations of the Guarantor hereunder shall not be released by Landlord’s
receipt, application or release of security given for the performance and
observance of covenants and conditions in said Lease contained on the Tenant’s
part to be performed or observed; nor by any modification of such Lease, but in
the case of any such modification, the liability of the Guarantor shall be
deemed modified in accordance with the terms of any such modification of the
Lease.







4.          The
liability of the Guarantor hereunder shall in no way be affected by (a) the
release or discharge of the Tenant in any creditors’ receivership, bankruptcy or
other proceedings; (b) the impairment, limitation or modification of the
liability of the Tenant or the estate of the Tenant in bankruptcy, or of any
remedy for the enforcement of the Tenant’s said liability under the Lease,
resulting from the operation of any present or future provision of the
Bankruptcy Code or other statute or from the decision in any court; (c) the
rejection or disaffirmance of the Lease in any such proceedings; (d) the
assignment or transfer of the Lease by the Tenant; (e) any disability or other
defense of the Tenant; or (f) the cessation from any cause whatsoever of the
liability of the Tenant.




5.          Until
all the covenants and conditions in said Lease on the Tenant’s part to be
performed and observed are fully performed and observed, the Guarantor: (a)
shall have no right of subrogation against the Tenant by reasons of any payments
or acts of performance by the Guarantor hereunder; (b) waives any right to
enforce any remedy which the Guarantor now or hereafter shall have against the
Tenant by reason of any one or more payment or acts of performance in compliance
with the obligations of the Guarantor hereunder; and (c) subordinates any
liability or indebtedness of the Tenant now or hereafter held by the Guarantor
to the obligations of the Tenant to the Landlord under said Lease.




6.          Notwithstanding
any payments of Basic Rent or Additional Rent made by the undersigned pursuant
to the provisions of this Guaranty, the undersigned shall not seek to enforce or
collect upon any rights which the undersigned now has or may acquire against the
Tenant either by way of subrogation, indemnity, reimbursement or contribution
for any amount paid under this Guaranty. In the event either a petition is filed
under the Bankruptcy Code or under any other applicable Federal or state
insolvency law in regard to the Tenant, or an action or proceeding is commenced
for the benefit of the creditors of the Tenant, and the Landlord is ordered to
repay all or any portion of any payments made to Landlord which were received
from or on behalf of the Tenant and which are held voidable on the grounds of
preference, fraudulent conveyance or otherwise, the undersigned shall pay to the
Landlord an amount equal to such payments held to be voidable, provided,
however, that the aggregate of all payments made by the undersigned under this
Guaranty shall not exceed the amount of the Basic Rent and Additional Rent
arrears then due and payable.




If
at any time payment, or portion thereof, made by or for the account of the
undersigned on account of the obligations under this Guaranty, is set aside by
any court or trustee having jurisdiction as a voidable preference, fraudulent
conveyance or otherwise as being subject to avoidance or recovery under the
provisions of the Bankruptcy Code or under any other applicable Federal or state
insolvency law or similar law, the undersigned hereby agrees that this Guaranty
(a) shall continue and remain in full force and effect, and (b) if previously
terminated as a result of the undersigned having fulfilled the undersigned’s
obligations hereunder in full or as a result of the Landlord having released the
undersigned from its obligations and liabilities hereunder, shall without
further act or instrument be reinstated and shall thereafter remain in full
force and effect, in either case with the same force and effect as though such
payment or portion thereof had not been made, and, if applicable, as if such
previous termination had not occurred.


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7.          The
undersigned Guarantor hereby (a) irrevocably consents and submits to the
jurisdiction of any federal, state, county or municipal court sitting in the
Commonwealth of Pennsylvania in respect to any action or proceeding brought by
Landlord against Guarantor arising out of or in any way related to the Guaranty;
(b) expressly waives any rights of Guarantor pursuant to the laws of Ireland or
any other jurisdiction by virtue of which exclusive jurisdiction of the courts
of Ireland or any other jurisdiction might be claimed; (c) irrevocably waives
personal service of any summons and complaint and consents to the service upon
it of process in any such action or proceeding by the mailing of such process
to: the law firm of McCausland, Keen & Buckman, Radnor Court, Suite 160, 259
North Radnor, Chester Road, Radnor, Pennsylvania 19087-5240, and hereby agrees
that such service shall be deemed sufficient; (d) irrevocably waives all
objections as to venue and any and all rights it may have to seek a change of
venue with respect to any such action or proceeding; (e) agrees that the laws of
the Commonwealth of Pennsylvania shall govern in any such action or proceeding
and waives any defense to any action or proceeding granted by the laws of any
other country or jurisdiction unless such defense is also allowed by the laws of
the Commonwealth of Pennsylvania; and (f) agrees that any final judgment
rendered against it in any such action or proceeding shall be conclusive and may
be enforced in Ireland or any other jurisdictions by suit on the judgment or in
any other manner provided by law and expressly consents to the affirmation of
the validity of any such judgment by the courts of Ireland or any other
jurisdiction so as to permit execution thereon.




8.          Notwithstanding
anything contained herein to the contrary, the obligations of the Guarantor
shall be limited to an amount equal to the then outstanding and unamortized
Construction Allowance, upon the occurrence of a default by Tenant (beyond any
applicable cure period) of its rental obligation for the payment of Basic Rent
and\or Additional Rent.




9.          This
Guaranty shall apply to the said Lease.




10.        This
instrument may not be changed, modified, discharged or terminated orally or in
any manner other than by an agreement in writing signed by the Guarantor and the
Landlord.




IN
WITNESS WHEREOF, the Guarantor has hereunto set his hands and seals as of the
1st day of January, 2001.


ICON
      PLC, an Ireland corporationBy:Name:Title:




[ACKNOWLEDGEMENT]


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EXHIBIT
G




GENERAL
WAIVER OF LIENS




THIS
WAIVER OF LIEN (the “Waiver”) is executed as of the ____ day of ___________,
2001, by __________________________, a corporation (“Contractor”) having offices
at _________________________.




The
background of this Waiver is as follows:


1.
            __________________
      (“Owner”) is the owner of the property located at __________________,
      _______________ County, Pennsylvania, as more specifically described on
      Attachment 1 attached hereto and made part hereof (the
      “Property”).2.
            Owner
      intends to erect, construct, improve, equip and complete the construction
      of certain improvements (the “Improvements”) on the Property. Owner has
      contracted with the Contractor for the construction of the Improvements
      pursuant to a contract (the “Contract”).3.
            Contractor
      agrees that no mechanic’s, materialman’s or any other liens or claims will
      be filed or maintained against the Improvements or the estate or title of
      Owner in the Property or any part thereof, or the curtilages appurtenant
      thereto, either by itself or anyone else for or on account of any work,
      labor, materials or services supplied by Contractor in the erection,
      construction or completion of the Improvements on the Property or any of
      the curtilages appurtenant
thereto.







NOW THIS
WAIVER WITNESSETH:


1.
            Contractor,
      for itself and anyone else acting or claiming through or under it, for and
      in consideration of the fee to be paid for Contractor’s services, and
      intending to be legally bound hereby, does hereby waive and relinquish all
      right to file a mechanic’s, materialman’s or any other lien or claim, or
      notice of intention to file any lien or claim and does hereby covenant,
      promise and agree that no mechanic’s or materialman’s lien or claim to
      other lien or claim of any kind whatsoever shall be filed or maintained
      against the Improvements or the estate or title of Owner in the Property
      or the curtilages appurtenant thereto, by or in the name of Contractor or
      anyone furnishing labor and/or materials for the Project for work done or
      materials furnished by Contractor or by any other party acting under or
      through it, them, or any of them, for and about the Improvements or the
      Property or any part thereof, or on credit thereof, and that all
      subcontractors, suppliers, materialmen, and laborers shall look to and
      hold Contractor personally liable for all subcontracts, work done, and
      materials, labor and services furnished, so that there shall not be any
      legal or lawful claim of any kind whatever against Owner for any work done
      or labor, materials or services furnished under the Contract for and about
      the erection, construction, improvement, equipping and completion of the
      Improvements, or under any contract for extra work, or for work
      supplemental thereto, or otherwise.2.
            This
      Agreement waiving the right of lien shall be an independent covenant and
      shall operate and be effective as well with respect to work done and
      labor, materials and services furnished under any supplemental contract
      for extra work in the erection, construction, improvement, equipping and
      completion of the Improvements as to any work done and materials, labor
      and services furnished under the
Contract.


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3.
              In
      order to give Owner full power and authority to protect itself, the
      improvements, the Property, the estate or title of Owner therein, and the
      curtilages appurtenant thereto, against any and all liens or claims filed
      by Contractor or anyone acting under or through it in violation of this
      Waiver, Contractor hereby authorizes and employs the Prothonotary of any
      Court of the Commonwealth of Pennsylvania to appear as Attorney for it,
      them, or any of them, in any such Court, and in its or their name or
      names, (a) to the extent permitted by law, mark satisfied or record at the
      cost and expense of Contractor or of any subcontractors, materialmen or
      laborers, any and all claims of liens filed in violation of this Waiver,
      or (b) cause to be filed and served in connection with such claims or
      liens (in the name of Contractor or any subcontractors or anyone else
      acting under or through it, them, or any of them) any pleading or
      instrument, or any amendment to any pleading or instrument, previously
      filed by it or them, to incorporate therein as part of the record the
      waiver contained in this instrument, and for such act or acts this
      instrument shall be good and sufficient warrant and authority, and a
      reference to the Court, term and number in which and where this Waiver
      shall have been filed shall be a sufficient exhibit of the authority
      herein contained to warrant such action, and Contractor, for itself and
      for them, does warrant such action, and Contractor, for itself and for
      them, does hereby remise, release and quit-claim all rights and all manner
      of errors, defects and imperfections whatsoever in entering such
      satisfaction or in filing such pleading, instrument or amendment, or in
      any way concerning them. The authority herein is coupled with an interest
      and shall be irrevocable.4.
              In
      the event Contractor consists of more than one person, firm or
      corporation, the undertakings hereunder of each of such persons, firms or
      corporations shall be joint and several, and the word “Contractor” shall
      mean all or some or any of them. For purposes of this Waiver, the singular
      shall be deemed to include the plural, and the neuter shall be deemed to
      include the masculine and feminine, as the context may require. This
      waiver shall be governed by Pennsylvania
law.




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IN
WITNESS WHEREOF, and intending to be legally bound hereby, Contractor has caused
this Waiver to be duly executed and delivered on the date first above
written.


By:Name:Title:ATTEST:By:Name:Title:
   -4-