Exhibit 10.1(a)




OfficeSpace Lease


for




212
Church Road, North Wales, Pennsylvania




by
and between




0’NEILL
LANSDALE PROPERTIES, L.P.


(as
Landlord)




and




ICON
CLINICAL RESEARCH, INC.


(as
Tenant)




Date:
September 25th,
1998







TABLE
OF CONTENTS


Section
                
                
                Page1.
                
                Definitions
                
                42.
                
                Premises
                
                43.
                
                Completion of Premises
                
                44.
                
                Term
                
                55.
                
                Use of Premises
                
                56.
                
                Rent
                
                57.
                
                Insurance
                
                88.
                
                Repairs and Maintenance
                
                99.
                
                Utilities and Services
                
                910.
                
                Governmental Regulations
                
                1111.
                
                Signs
                
                1112.
                
                Alterations, Additions and Fixtures
                
                1213.
                
                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
                
                1519.
                
                Quiet Enjoyment
                
                1620.
                
                Rules and Regulations
                
                1621.
                
                Assignment and Sublease
                
                1622.
                
                Tenant’s Relocation
                
                1823.
                
                Subordination
                
                1824.
                
                Curing Tenant’s Defaults
                
                1925.
                
                Surrender
                
                1926.
                
                Defaults-Remedies
                
                1927.
                
                Condition of Premises
                
                2228.
                
                Hazardous Substances
                
                2229.
                
                Recording
                
                2330.
                
                Brokers’ Commission
                
                2331.
                
                Notices
                
                2432.
                
                Irrevocable
      Offer; No
      Option
                
                2433.
                
                Inability to Perform
                
                2434.
                
                Survival
                
                2435.
                
                Corporate Tenants
                
                2536.
                
                Waiver of Invalidity of Lease
                
                2537.
                
                Security Deposit
                
                2538.
                
                Estoppel Certificate
                
                2539.
                
                Rights Reserved by Landlord
                
                2640.
                
                Miscellaneous
                
                2641.
                
                Additional Definitions
                
                2742.
                
                Tenant’s Right to Expand Office Area
                
                2843.
                
                Tenant’s Right of First Offer
                
                2944.
                
                Tenant’s Right of First Refusal
                
                2945.
                
                Contingency
                
                30


-i-




THIS
LEASE (the “Lease”) is made the day of September, 1998 between O’NEILL LANSDALE
PROPERTIES, L.P. (herein referred to as “Landlord”) whose address is 1710 Walton
Road, Suite 301, Blue Bell, Pennsylvania, 19422 and ICON CLINICAL RESEARCH, INC.
(herein referred to as “Tenant”) whose address is 190 West Germantown Pike,
Norristown, Pennsylvania 19401.




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.          BASE YEAR
COSTS shall mean the Annual Operating Costs, as set forth in Section
6(b)(i), for the calendar year ending December 31, 1999 provided, however, that
if the Building is not fully occupied during all or a portion of such calendar
year, in order to increase the variable Annual Operating Costs to a level
corresponding to ninety-five percent (95%) occupancy, Landlord shall, in
accordance with sound accounting and management practices, determine the amount
of variable Annual Operating Costs (i.e., those items which vary according to
occupancy levels, that would have been paid had the Building been fully occupied
and the amount so determined shall be deemed to have been the amount of variable
Annual Operating Costs for such calendar year and the Landlord shall make the
appropriate upward adjustment to the Base Year Costs; and provided further that
Impositions (as defined in Section 6(b)(i)) shall be included at the greater of
the assessed amount or the estimated amount therefor set forth on Exhibit H
which reflects an Imposition reassessment based upon the redevelopment of the
Property. Attached hereto as Exhibit H is a schedule of the anticipated Base
Year Costs which reflects an anticipated line item breakdown of such costs for
both Office Area (as defined below) and the Storage Space (as defined
below).




3.          BROKER(S)
shall mean Kelley & Associates, Inc. and Julien J. Studley,
Inc.




4.          BUILDING
shall bean 212 Church Road, North Wales, Pennsylvania as described on Exhibit A
hereto.




5.          PROPERTY
shall mean the Building together with the underlying land.




6.          BUILDING
HOLIDAYS shall be those shown on Exhibit
D.




7.          COMMENCEMENT
DATE shall have the meaning given such term in Section 4 of the
Lease.




8.          RENT
COMMENCEMENT DATE shall be five (5) Business Days after the Commencement
Date.




9.          DEMISED
PREMISES OR PREMISES shall be a portion of the Building consisting of
approximately Eighty One Thousand Three Hundred Six (81,306) gross rentable
square feet as outlined on Exhibits A-1 and A-2 hereof. All measurements are
subject to final measurement and agreement in accordance with 1996 BOMA
standards.







10.        EXHIBITS
shall be the following, attached to this Lease and incorporated herein and made
apart hereof:


Rider
      A
            Renewal
      OptionExhibit
      A
            Location
      of PremisesExhibit
      A-1
            Office
      AreaExhibit
      A-2
            Storage
      SpaceExhibit
      B
            Rules
      and RegulationsExhibit
      C
            Work
      LetterExhibit
      D
            Building
      HolidaysExhibit
      E
            Tenant
      Estoppel CertificateExhibit
      F
            Commencement
      Date AgreementExhibit
      G
            Janitorial
      SpecificationsExhibit
      H
            Base
      Year Costs




11.          EXPIRATION
DATE shall be the day before the tenth (10th) calendar year anniversary
of the Rent Commencement Date.




12.          FIXED
BASIC RENT shall be the sum of the Fixed Basic Rent for the Office Area
and the Fixed Basic Rent for the Storage Space.




Fixed
Basic Rent for the Office Area shall be calculated and payable based upon the
square footages (subject to adjustment as set forth in Paragraph 11 below) and
rates set forth below (net of Tenant utilities):


Year
                    
                    Rentable
                      Sq.
      Ft.
                    
                    Rate
      Per
                      Rentable
                      Sq.
      Foot
                    
                    Yearly
                      Rate
                    
                    Monthly
                      Installment1
                    
                    52,306
                    
                    $
                    17.00
                    
                    $
                    889,202.00
                    
                    $
                    74,100.172
                    
                    61,306
                    
                    $
                    17.75
                    
                    $
                    1,088,181.50
                    
                    $
                    90,681.793
                    
                    61,306
                    
                    $
                    18.25
                    
                    $
                    1,118,834.50
                    
                    $
                    93,236.214
                    
                    61,306
                    
                    $
                    18.75
                    
                    $
                    1,149,487.50
                    
                    $
                    95,790.635
                    
                    61,306
                    
                    $
                    19.25
                    
                    $
                    1,180,140.50
                    
                    $
                    98,345.046
                    
                    61,306
                    
                    $
                    19.75
                    
                    $
                    1,210,793.50
                    
                    $
                    100,899.467
                    
                    61,306
                    
                    $
                    20.25
                    
                    $
                    1,241,446.50
                    
                    $
                    103,453.888
                    
                    61,306
                    
                    $
                    20.75
                    
                    $
                    1,272,099.50
                    
                    $
                    106,008.299
                    
                    61,308
                    
                    $
                    21.00
                    
                    $
                    1,287,426.00
                    
                    $
                    107,285.5010
                    
                    61,306
                    
                    $
                    21.25
                    
                    $
                    1,302,752.50
                    
                    $
                    108,562.71


-2-




Fixed
Basic Rent for the Storage Space shall be calculated and payable based upon the
square footages (subject to adjustment as set forth in Paragraph 15 below) and
rates set forth below (net of Tenant utilities):


Year
                  
                  Rentable
                    Sq.
      Ft.
                  
                  Rate
      Per
                    Rentable
                    Sq.
      Foot
                  
                  Yearly
                    Rate
                  
                  Monthly
                    Installment1
                  
                  20,000
                  
                  $
                  8.32
                  
                  $
                  166,400.00
                  
                  $
                  13,866.672
                  
                  20,000
                  
                  $
                  8.32
                  
                  $
                  166,400.00
                  
                  $
                  13,866.673
                  
                  20,000
                  
                  $
                  8.32
                  
                  $
                  166,400.00
                  
                  $
                  13,866.674
                  
                  20,000
                  
                  $
                  8.82
                  
                  $
                  176,400.00
                  
                  $
                  14,700.005
                  
                  20,000
                  
                  $
                  8.82
                  
                  $
                  176,400.00
                  
                  $
                  14,700.006
                  
                  20,000
                  
                  $
                  8.82
                  
                  $
                  176,400.00
                  
                  $
                  14,700.007
                  
                  20,000
                  
                  $
                  9.37
                  
                  $
                  187,400.00
                  
                  $
                  15,616.678
                  
                  20,000
                  
                  $
                  9.37
                  
                  $
                  187,400.00
                  
                  $
                  15,616.679
                  
                  20,000
                  
                  $
                  9.37
                  
                  $
                  187,400.00
                  
                  $
                  15,616.6710
                  
                  20,000
                  
                  $
                  9.97
                  
                  $
                  199,400.00
                  
                  $
                  16,616.67




13.          OFFICE
AREA shall be approximately sixty one thousand three hundred and six
(61,306) gross rentable square feet as depicted on Exhibit A-1 (the “Office
Area”), provided, however, such Office Area may be expanded as set forth in
Section 42 of the Lease. All measurements are subject to final measurement and
agreement in accordance with 1996 BOMA standards.




14.          PERMITTED
USE shall be general office use, warehouse, lab, manufacturing and any
other purpose permitted by law.




15.          PROPORTIONATE
SHARE shall mean one eighty six and 68/100 percent (86.68%).




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




17.          STORAGE
SPACE shall be approximately twenty thousand (20,000) gross rentable
square feet as depicted on Exhibit A-2 (the “Storage Space”), provided, however,
such Storage Space may be reduced as set forth in Section 42 of the Lease. All
measurements are subject to final measurement and agreement in accordance with
1996 BOMA standards.




18.          TARGET
DATE shall have the meaning given such term in Schedule 1 to the Work
Letter attached to this Lease as Exhibit C.




19.          TERM
shall mean ten (10) years from the Rent Commencement Date unless terminated or
extended pursuant to any option or provision contained herein.


-3-




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 Agreement. 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 Agreement, including the Preamble (this
“Lease” ). The Tenant’s interest in the Premises as tenant shall include the
right, in common with Landlord and other occupants of the Building, to use
driveways, sidewalks, loading and parking areas, lobbies, hallways and other
facilities which are located within the Property and which are designated by
Landlord from time to time for the use of all of the tenants of the Building
(the “Common Facilities”). 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.




3.
          Completion of Premises.The Building and the Premises shall be completed in accordance with the Work
Letter attached hereto as Exhibit C (herein called the “Work Letter”) at
Landlord’s expense. All necessary work shall be commenced promptly following
Landlord’s execution of this Lease and shall be substantially completed on the
Target Date set forth in the Preamble; provided, however, that the time for
substantial completion of the Building and the Premises shall be extended for
additional periods of time equal to the time lost by Landlord or Landlord’s
contractors, subcontractors or suppliers which is beyond such party’s reasonable
control due to strikes or other labor troubles, governmental restrictions and
limitations, unavailability or delays in obtaining fuel, labor or materials, war
or other national emergency, accidents, floods, defective materials, fire damage
or other casualties, adverse weather conditions, the inability to obtain
building or use and occupancy permits, or any cause similar or dissimilar to the
foregoing which is beyond the reasonable control of Landlord or Landlord’s
contractors, subcontractors or suppliers (“Force Majeure”); and Tenant Delay (as
defined in Exhibit
C). The Building and the Premises shall be deemed “substantially
completed” when (i) all of the work and installations required to improve the
Building and Premises as delineated in the Work Letter (“Landlord Work”) are
completed in conformity with such Work Letter as determined by Tenant’s
Architect (as defined in the Work Letter) (subject, in the case of the Premises
Work (as defined in Exhibit C) to minor dimensional variations due to
construction being carried out within an existing structure and “punch list”
items (as defined in the Work Letter, which shall be completed within thirty(30)
days thereafter), and the HVAC (and all building utilities) shall be in good
working order and be functioning in accordance with operating standards
described in the Lease or in the Work Letter but in all events and in all
aspects necessary to permit Tenant to occupy and fully utilize the Building and
the Premises for its intended use, (ii) Tenant has received from Landlord all
permits required for lawful use and occupancy of the Premises by the Tenant, and
(iii) delivery to Tenant of a permanent or temporary Certificate of Occupancy
for the Premises. No failure to deliver the Premises by the Target Date shall in
any respect affect the validity or continuance of this Lease or any obligation
of Tenant hereunder or extend the Term of the Lease provided, however, that the
Commencement Date shall be delayed until such time as the Premises and the
Building are substantially completed in accordance with this Section 3. In the
event Landlord fails to substantially complete the Premises on or before the
date which is sixty (60) days after the Target Date, then Tenant may elect to
terminate this Lease or to extend the Target Date for an additional sixty (60)
days by written notice to Landlord. If Tenant elects to extend the Target Date,
Tenant shall be entitled to one (1) day of Rent abatement for each one (1) day
of delay until the Premises are substantially completed. In the event the
Landlord fails to substantially complete the Premises within the additional
sixty (60) day period, then Tenant may terminate this Lease upon three (3) days
prior written notice to Landlord. Once Landlord substantially completes the
Premises, the Tenant shall no longer be entitled to exercise its right to
terminate this Lease as set forth in this Section 3.


-4-




4.          Term.The
term of this Lease shall commence (the “Commencement Date”) on the date Landlord
delivers possession of the Premises to Tenant with the Building and Premises
substantially completed (as set forth in Section 3 above). Following the
Commencement Date, the term of this Lease, unless sooner terminated as expressly
provided in this Lease, Shall continue until the date of expiration of the term
specified as the Term of Lease in the Preamble plus the number of days which
remain in the calendar month in which such term expires (the “Term”). Upon
request of Landlord, Tenant shall enter into a memorandum agreement stipulating
the actual Commencement Date, Rent Commencement Date and Expiration Date of the
Term substantially in the form attached hereto as Exhibit
F.




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 and delivered to
Landlord’s onsite property manager, if any, as agent for Landlord, in the
amounts, time and manner more particularly provided in this Lease.




a)          Fixed Basic Rent. Commencing
on the Rent Commencement Date, 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 Rent 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 Rent
Commencement Date and the first day of the first full calendar month in the Term
and such apportioned sum shall be paid on the Rent Commencement
Date.


-5-




b)          Additional Rent. For each year
(or part thereof) following the calendar year 1999, Tenant shall pay, as
Additional Rent, its Proportionate Share of Annual Operating Costs to the extent
same exceeds the Base Year Costs. Additional Rent shall be calculated an¢
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 $0.40 per
rentable square foot of the Premises for the first lease year not to increase by
more than 3% 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
connection with negotiations or disputes with tenants or prospective tenants or
associated with the enforcement of any leases or the defense of Landlord’s title
to or interest in the Building 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 or services sold or
provided to tenants (including Tenant) for which Landlord is entitled to be
reimbursed by such tenants or which are not generally provided to all tenants of
the Building; 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 or any
tenant of the terms and conditions of any lease, governmental, law, order or
regulation in existence as of the Commencement bate; 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 or
which Landlord provides selectively to one or more tenants or occupants of the
Building (other than Tenant) without reimbursement; 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, expenses or
expenditures relating to the duties, liabilities or obligations of other tenants
in 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 or any other lease in the Building;
fines or penalties incurred by Landlord due to violations of or noncompliance
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.


-6-




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 Base Year Costs (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 Base Year Costs 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 bf Tenant’s security deposit until all Additional
Rent payable by Tenant is determined and paid.


-7-




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)          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
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 benefiting 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 o£ such notifications, each party shall be deemed to
have obtained such waiver of subrogation.


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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.




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 in accordance with the terms of the Work
Letter. The HVAC equipment to be installed 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 will 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 of
electronic data processing machines) after Landlord substantially completes the
Premises as set forth in the Work Letter, 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.


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b)          Within
the common areas of the Building and within the Premises, Landlord shall
furnish: (i) 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. Landlord shall provide janitorial service to the Office Area in
accordance with the specifications contained in Exhibit “G” hereto, five days
per week, after regular business hours, and the costs of such service will be
passed through to Tenant as set forth in Section 6; provided, however, that
Tenant may elect to use its own janitorial service company, reasonably
acceptable to Landlord, in which event Landlord’s expenses for janitorial
service to the Premises shall not be included in Annual Operating Expenses or in
the Base Year Costs and Tenant shall be entitled to a reduction in the Fixed
Basic Rent equal to the cost of providing such services to Tenant during the
Base Year, computed on an annualized basis.




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.




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.


-10-




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 or 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.




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. The other tenants of the Building, if any, shall be
permitted to place their names and logos on the monument sign at the Building as
well as on the Building adjacent to the entrance to their premises in accordance
with the terms of their leases; provided, however, that no sign placed on the
Building shall be more dominant than Tenant’s sign.


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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.




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 oil 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.


-13-




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.




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 Agreement, 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.


-14-




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 Agreement, 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.




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
seured by the Premises.


-15-




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 he 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 Agreement and such rules and
regulations, the Lease Agreement 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, provided, such Rules and Regulations
are uniformly enforced against all tenants in the Building.




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).


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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 n et 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.




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.


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d)          In
the event that any or all of Tenants 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 accept 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 as the Tenant,
nor shall Tenant pledge its interest in this Lease or in any security deposit
required hereunder.




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 mortgage agrees not to disturb the use
and occupancy of the Premises in accordance with the terms of this Lease
Agreement upon and 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 best efforts to obtain and deliver to Tenant a
subordination, non-disturbance and attornment agreement from the holder(s) of
any mortgage nor other security interest affecting the Premises or
Building.




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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.




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.


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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.




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 ant 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 mouth 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.


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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 often 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.




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
SEEN 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 TENANTS 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.


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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 RELATIOIf4SHIP OF LANDLORD AND TENANT,
TENANT’S USE OF 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.




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 br 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.
Tenant represents that the Property and the Premises, as same are to be
developed by Landlord in accordance with the Work Letter attached as Exhibit C to this Lease, have been
examined by Tenant and Tenant will accept them, the nature, condition and
usability thereof or the use or uses to which the Premises and the Property or
any part thereof may be put under present zoning ordinances or otherwise, once
such Work is substantially completed. Tenant is not relying on any
representation, covenant or warranty, express or implied, in fact or in law, by
Landlord and waives all recourse to Landlord, except as expressly set forth in
this Lease and except as to latent defects in such work. Landlord represents and
warrants to Tenant that the zoning of the Property permits Tenant’s intended use
of the Property. Tenant’s occupancy of the Premises shall constitute acceptance
of the Work performed by Landlord pursuant to Section 3, except as otherwise
provided therein and in Exhibit
C.




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.


-22-




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.




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 ih 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.


-23-




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 TenantICON
      Clinical Research, Inc.
              190
      West Germantown Pike
              Norristown
      PA 19401Attn:
      Lois Valentine, Manager of Administrationwith
      a copy to:McCausland,
      Keen & Buckman
              Radnor
      Court, Suite 160
              259
      North Radnor-Chester Road
              Radnor,
      PA 19087-5240
              Attn:
      Carol A. Cinotti, EsquireIf
      to Landlord:O’Neill
      Lansdale Properties, L.P.
              1710
      Walton Road, Suite 301
              Blue
      Bell, PA 19422
              Attn:
      Stephen M. Spaederwith
      a copy to:Kevin
      W. Walsh, Esquire
              Adelman
      Lavine Gold and Levin
              Suite
      1900; Two Penn Center Plaza
              Philadelphia,
      PA 19102-1799




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.




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 Tern 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.


-24-




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 Tenant of the terms
and covenants of this Lease, Tenant has deposited with Landlord the Security
Deposit, as set forth in the Preamble. 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. In the event Tenant
has not defaulted under the terms of this Lease beyond any notice and cure
period, then commencing on the first day of the twenty fifth (25th) month
following the Rent Commencement Date, the 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.




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 (a “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 suit 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 Termination 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.


-25-




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 hot 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.




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.


-26-




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.




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 of 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 1egal 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.


-27-




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.
          Tenant’s Right to Expand Office
Area. Tenant shall have a right to expand the Office Area to include
all or a portion of the areas which are deemed Storage Space on Exhibit A-2. If
tenant elects to expand such Office Area, the additional space shall be added to
the Office Area by amendment to this Lease, which amendment (the “Amendment”)
shall adjust the number of rentable square feet of space included in the Office
Area and the Storage Space, a corresponding adjustment in the current escalated
Fixed Basic Rent schedules for the Office Area and the Storage Space as set
forth in the Preamble and such other Changes as may be appropriate and as are
agreed to by the parties. In the event Tenant elects to expand the Office Area,
the Tenant shall be entitled to a tenant improvement Allowance in the amount of
Thirty Dollars ($30.00) per rentable square foot of such additional space which
sum shall be reduced by $0.25 per calendar month from the Rent Commencement Date
through the effective date of the Amendment and shall be payable by Landlord to
Tenant promptly upon presentation of invoices for tenant improvement work. In
the event Tenant does not fully utilize the Tenant Improvement Allowance
associated with the expanded Office Area, such excess amounts will be credited
against Tenant’s obligation to pay Rent.


-28-




43.
          Tenant’s Right of First
Offer.




a)
          Tenant shall have a
right of first offer (“Right of Offer”) with respect to the leasing of any space
in the Building (“Offer Space”) as such space becomes available for leasing by
the Landlord, provided that there is not an event of default continuing in
accordance with the terms and conditions of the Lease, Tenant is in possession
of the Demised Premises pursuant to this Lease and subject to the following
conditions:




i)
          Landlord shall offer
such Offer Space to Tenant in writing (the “Landlord Notification”) on the terms
set forth in Section 43(a)(ii), before entering into a lease with another tenant
for the Offer Space. Tenant may accept the Offer Space only by delivering to
Landlord written notice of such acceptance of the entire Offer Space within ten
(10) Business Days of the Landlord Notification. If Tenant fails to accept the
Offer Space within such ten (10) Business Day period, Tenant will be deemed to
have irrevocably waived its Right of Offer for that particular Offer Space and
Landlord may enter into a lease for the Offer Space at any rental rate with
other persons or entities subject; however, to Section 44 hereof. If Landlord
fails to lease the Offer Space within ninety (90) days, then it must be offered
to Tenant again in accordance with this Section 43. Tenant must accept the Offer
Space offered pursuant to this provision in whole and not in part. Once Tenant
exercises its Right of Offer with respect to the Offer Space, the exercise will
be irrevocable.




ii)
          All of the terms and
conditions of this Lease will apply to any Offer Space leased by Tenant,
effective as of the date of delivery to Tenant of such Offer Space. The term of
the lease with respect to the Offer Space shall be coterminous with the Term
applicable to the original Premises. The Fixed Basic Rent rate for the Offer
Space will be the then current escalated Fixed Basic Rent payable under this
Lease and Tenant’s Proportionate Share shall be increased in proportion to the
square footage of any Offer Space leased by Tenant and provided there is two (2)
or more years remaining in the current Term of the, Lease, or, if not, provided
Tenant elects to extend the Term of the Lease pursuant to any existing option,
then Tenant shall be entitled to a tenant allowance for Tenant improvements as
follows: (i) in the event all or any portion of the Offer Space had been used as
an office by the last tenant then Tenant shall be entitled to a tenant
improvement allowance with respect to the portion of the Offer Space so
previously used equal to $12.00 per rentable square foot or (ii) in the event
the all or a portion of the Offer Space bad not been used as an office by the
last tenant, then Tenant shall be entitled to a tenant improvement allowance
with respect to the portion of the Offer Space not so previously used as set
forth in Section 42 above, and which shall be payable by Landlord to Tenant
promptly upon presentation of invoices for tenant improvement work. If Tenant
does not fully utilize the tenant improvement allowance, such excess shall be
credited against Tenant’s obligation to pay Rent. Landlord will have no
liability to Tenant if any Tenant of the Offer Space wrongfully holds over. In
the event such Tenant wrongfully holds over, Landlord will attempt in good faith
to cause such Tenant to vacate the Offer Space.




44.
          Tenant’s Right of First
Refusal.




a)
          Tenant shall have a
right of first refusal (“Right of Refusal”) to lease any additional space in the
Building which becomes available during the Term (“Additional Space”). If
Landlord has Additional Space available and receives a bona fide offer (the
“Offer”) to lease the Additional Space from a third party (“Offeror”) which
Landlord is willing to accept, Landlord shall send written notice to Tenant,
which notice shall set forth the terms of the third party offer (“Landlord’s
Notification”). Within ten (10) Business Days after receipt of Landlord’s
notice, Tenant shall reply by written notice either accepting the Additional
Space on the same terms and conditions of the third party offer, or rejecting
the same. Failure to respond within the ten (10) day period shall constitute a
rejection of the Additional Space. If Tenant accepts the Additional Space, the
Additional Space shall be added to the Premises by amendment to this Lease,
which shall include an adjustment of tenant’s Proportionate Share to include
such Additional Space and such other changes as may be appropriate and as are
agreed to by the parties. In the event Tenant rejects the Offer, then Landlord
may proceed to enter into a lease for such Additional Space with the Offeror on
terms no more favorable than contained in the Offer provided such lease is
executed by the Landlord and the Offeror and the Offeror takes possession of the
Additional Space within six (6) months from the date of the Offer. In the event
a new offer is tendered or received by Landlord, Landlord must again submit such
new offer to Tenant in accordance with this Section 43.


-29-




b)
          All of the terms and
conditions of this Lease will apply to any Additional Space leased by Tenant,
except as otherwise provided in Landlord’s Notification, effective as of the
date of delivery to Tenant of the Additional Space. Tenant’s Proportionate Share
shall be increased in proportion to the square footage of any Additional Space
leased by Tenant, The term of this Lease with respect to the Additional Space
shall be coterminous with the Term of this Lease with respect to the original
Premises. Landlord will have no liability to Tenant if any tenant of the
Additional Space wrongfully holds over. In the event such tenant wrongfully
holds over, Landlord will attempt in good faith to cause such tenant to vacate
the Additional Space.




c)
          During the term
hereof (or until the entire Building is leased) Landlord shall not enter into
any other lease for space in the Building which has an initial term in excess of
five (5) nears or which grants such tenants right to renew for any period beyond
the initial five (5) years which is not subject to Tenant’s rights herein
without first obtaining Tenant’s written consent.




45.
          Contingency.Landlord
shall deliver to Tenant within five (5) Business Days of the date this Lease is
fully executed by the parties hereto an executed Subordination, Non-Disturbance
and Attornment Agreement (“SNDA”) from Landlord’s mortgagee lender in a form
reasonably satisfactory to Tenant. In the event Landlord fails to deliver the
executed SNDA as required, then Tenant may elect, by written notice to Landlord
given within three (3) Business Days of such five (5) Business Day period, to
terminate this Lease.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


-30-




Specifications
For Janitorial Services




Daily


1.
                All
      desks and other furniture will be dusted with specifically treated dust
      cloths.2.
                All
      windowsills, chair rails, baseboards, moldings, partitions, picture frames
      under six feet (6’) in height will be hand dusted and wiped
      clean.3.
                All
      floors will be dust mopped with specially treated dust
    mops.4.
                All
      bright metal work will be maintained and kept in a clean, polished
      condition.5.
                All
      drinking fountains will be thoroughly cleaned and
    sanitized.6.
                All
      stairways will be swept with a chemically treated dust mop and wet mopped
      as needed.7.
                Replacement
      of light bulbs as needed8.
                All
      elevators will be wet mopped, one coat of finish applied to floor and
      machine buffed. If floors are carpeted, carpet will be vacuumed nightly.
      Interior of cabs will be wiped clean and all metal hardware
      polished.9.
                Empty,
      clean and dust all wastepaper baskets, ash trays, receptacles, etc.10.
                Remove
      trash and wastepaper to designated areas.11.
                Carpeting
      and rugs to be swept in all trafficked areas nightly and ail areas,
      including offices, conference rooms, lobbies vacuumed once a
      week.12.
                All
      tile floors in all areas will maintain a satin finish. Trafficked areas to
      receive regularly programmed floor maintenance to insure luster and remove
      black marks and scuffs. Cafeteria done
nightly.




Lavatories:


1.
            Floors
      to be swept and washed using antiseptic liquid
  detergent.2.
            Bowls,
      urinals and basins will be cleaned nightly. A safe antiseptic and
      deodorant bowl cleaner will be used.3.
            All
      metal and mirrors will be cleaned and polished.4.
            Fill
      and maintain mechanical operations of all tissue, towel, soap, and
      sanitary napkin dispensers. Material to be supplied from contractor’s
      stock.5.
            Remove
      wastepaper and refuse.







Miscellaneous




Weekly


1.
            Spot
      clean all interior partitions glass as required.2.
            Remove
      fingerprints, smudges and scuff marks from all vertical and horizontal
      surfaces (doors, walls, sills) under six feet (6’) in
    height.3.
            Wash
      and refinish resilient floors in public areas, strip, wax and polish as
      needed.




Monthly


1.
            Polish
      and buff (no wax) resilient floors in tenant areas as
    needed.2.
            Dust
      all louvers, grills and other then flush light
  fixtures.




Quarterly


1.
            Dust
      clean all vertical surfaces: such as walls, partitions, doors, etc, not
      reached in nightly cleaning, e.g. above six feet (6’) in
      height.2.
            Dust
      and wipe clean all venetian blinds.




Every
Four Months


1.
            Wax
      and buff all resilient flooring in tenant areas, or as needed. Floors
      shall be stripped, re-waxed, and buffed where required.. Unusual traffic
      conditions will receive special attention.2.
            Wash
      windows, inside and outside.


-2-




EXHIBIT
H




BASE
YEAR COSTS


212
      CHURCH RD
                    OPERATING
      EXPENSEANNUALIZED
                  
                  SFBUILDING
      SECURITY
                  
                  
                  
                  7,480
                  
                  
                  $
                  0.08ELEVATOR
      MAINTENANCE
                  
                  
                  
                  NA
                  
                  
                  
                  NAEXTERIOR
      MAINTENANCE
                  
                  
                  
                  29,920
                  
                  
                  $
                  0.32EXTERMINATING
                  
                  
                  
                  935
                  
                  
                  $
                  0,01HVAC
      CONTRACT
                  
                  
                  
                  9,350
                  
                  
                  $
                  0.10JANITORIAL
      SUPPLIES/SERVICE
                  
                  
                  
                  83,215
                  
                  
                  $
                  0.89REPAIRS
      MAINTENANCE
                  
                  
                  
                  21,605
                  
                  
                  $
                  0.23TRASH
      REMOVAL
                  
                  
                  
                  11,220
                  
                  
                  $
                  0.12COMMON
      ELECTRIC
                  
                  
                  
                  7,480
                  
                  
                  $
                  0.08WATER
      & SEWER
                  
                  
                  
                  9,350
                  
                  
                  $
                  0.10MANAGEMENT
      FEES
                  
                  
                  
                  37,400
                  
                  
                  $
                  0.40OFFICE
      SUPPLIES/STAT1ONARY
                  
                  
                  
                  1,170
                  
                  
                  $
                  0.02TELEPHONE
                  
                  
                  
                  4,675
                  
                  
                  $
                  0.05INSURANCE
                  
                  
                  
                  15,895
                  
                  
                  $
                  0.17REAL
      ESTATE TAXES
                  
                  
                  
                  130,422
                  
                  
                  $
                  1.39370,717
                  
                  
                  $
                  3.96