|              |
|-------------------|
| Exhibit      10.4 |

----

|   |   |                                                              |   |   |
|--------|--------|-------------------------------------------------------------------|--------|--------|
| 1.     |   | BASIC      DEFINITIONS AND PROVISIONS                             |   | 1      |
|   |   |                                                              |   |   |
|   | a.     | Premises                                                          |   | 1      |
|   | b.     | Term                                                              |   | 1      |
|   | c.     | Permitted      Use                                                |   | 1      |
|   | d.     | Occupancy      Limitation                                         |   | 1      |
|   | e.     | Base      Rent                                                    |   | 2      |
|   | f.     | Rent      Payment Address                                         |   | 2      |
|   | g.     | Security      Deposit                                             |   | 2      |
|   | h.     | Business      Hours                                               |   | 2      |
|   | i.     | Electrical      Service                                           |   | 2      |
|   | j.     | After      Hours HVAC Rate                                        |   | 2      |
|   | k.     | Parking                                                           |   | 2      |
|   | l.     | Construction      Fee                                             |   | 2      |
|   | m.     | Notice      Addresses                                             |   | 2      |
|   | n.     | Broker                                                            |   | 3      |
|   |   |                                                              |   |   |
| 2.     |   | LEASED      PREMISES                                              |   | 3      |
|   |   |                                                              |   |   |
|   | a.     | Premises                                                          |   | 3      |
|   | b.     | Rentable      Square      Foot Determination                      |   | 3      |
|   | c.     | Common      Areas                                                 |   | 3      |
|   |   |                                                              |   |   |
| 3.     |   | TERM                                                              |   | 4      |
|   |   |                                                              |   |   |
|   | a.     | Commencement      and      Expiration Dates                       |   | 4      |
|   | b.     | Adjustments      to Commencement      Date                        |   | 4      |
|   | c.     | Termination      by      Tenant for Failure to Deliver Possession |   | 5      |
|   | d.     | Delivery      of      Possession                                  |   | 5      |
|   | e.     | Right      to      Occupy                                         |   | 5      |
|   | f.     | Commencement      Agreement                                       |   | 5      |
|   |   |                                                              |   |   |
| 4.     |   | USE                                                               |   | 5      |
|   |   |                                                              |   |   |
|   | a.     | Permitted      Use                                                |   | 5      |
|   | b.     | Prohibited      Uses                                              |   | 5      |
|   | c.     | Prohibited      Equipment in      Premises                        |   | 6      |
|   | d.     | Parking                                                           |   | 6      |
|   |   |                                                              |   |   |
| 5.     |   | RENT                                                              |   | 7      |
|   |   |                                                              |   |   |
|   | a.     | Payment      Obligations                                          |   | 7      |
|   | b.     | Base      Rent                                                    |   | 7      |
|   | c.     | Additional      Rent                                              |   | 7      |
|   | d.     | Operating      Expenses                                           |   | 8      |

----

|   |   |                                                                 |   |   |
|--------|--------|----------------------------------------------------------------------|--------|--------|
|   | e.     | Review                                                               |   | 11     |
|   |   |                                                                 |   |   |
| 6.     |   | SECURITY      DEPOSIT                                                |   | 11     |
|   |   |                                                                 |   |   |
|   | a.     | Amount      of      Deposit                                          |   | 11     |
|   | b.     | Application      of Deposit                                          |   | 11     |
|   | c.     | Refund      of Deposit                                               |   | 12     |
|   |   |                                                                 |   |   |
| 7.     |   | SERVICES      BY LANDLORD                                            |   | 12     |
|   |   |                                                                 |   |   |
|   | a.     | Base      Services                                                   |   | 12     |
|   | b.     | Landlord’s      Maintenance                                    |   | 13     |
|   | c.     | No      Abatement                                                    |   | 13     |
|   | d.     | Tenant’s      Obligation to Report Defects                     |   | 13     |
|   | e.     | Limitation      on Landlord’s Liability                        |   | 13     |
|   |   |                                                                 |   |   |
| 8.     |   | TENANT’S      ACCEPTANCE AND MAINTENANCE OF PREMISES           |   | 14     |
|   |   |                                                                 |   |   |
|   | a.     | Acceptance      of      Premises                                     |   | 14     |
|   | b.     | Move-In      Obligations                                             |   | 14     |
|   | c.     | Tenant’s      Maintenance                                      |   | 14     |
|   | d.     | Alterations      to Premises                                         |   | 14     |
|   | e.     | Restoration      of Premises                                         |   | 15     |
|   | f.     | Landlord’s      Performance      of Tenant’s Obligations |   | 15     |
|   | g.     | Construction      Liens                                              |   | 16     |
|   | h.     | Communications      Compliance                                       |   | 16     |
|   | i.     | Landlord’s      Representations and      Warranties            |   | 17     |
|   |   |                                                                 |   |   |
| 9.     |   | PROPERTY      OF TENANT                                              |   | 17     |
|   |   |                                                                 |   |   |
|   | a.     | Property      Taxes                                                  |   | 17     |
|   | b.     | Removal                                                              |   | 17     |
|   | c.     | Waiver                                                               |   | 17     |
|   |   |                                                                 |   |   |
| 10.    |   | SIGNS                                                                |   | 18     |
|   |   |                                                                 |   |   |
| 11.    |   | ACCESS      TO PREMISES                                              |   | 18     |
|   |   |                                                                 |   |   |
|   | a.     | Tenant’s      Access                                           |   | 18     |
|   | b.     | Landlord’s      Access                                         |   | 18     |
|   | c.     | Emergency      Access                                                |   | 18     |
|   |   |                                                                 |   |   |
| 12.    |   | TENANT’S      COMPLIANCE                                       |   | 18     |
|   |   |                                                                 |   |   |
|   | a.     | Laws                                                                 |   | 18     |
|   | b.     | Rules      and      Regulations                                      |   | 19     |

----

|   |   |                                                                                     |   |   |
|--------|--------|------------------------------------------------------------------------------------------|--------|--------|
| 13.    |   | ADA      COMPLIANCE                                                                      |   | 19     |
|   |   |                                                                                     |   |   |
|   | a.     | Tenant’s Compliance                                                           |   | 19     |
|   | b.     | Landlord’s      Compliance                                                         |   | 19     |
|   | c.     | ADA      Notices                                                                         |   | 19     |
|   |   |                                                                                     |   |   |
| 14.    |   | INSURANCE      REQUIREMENTS                                                              |   | 19     |
|   |   |                                                                                     |   |   |
|   | a.     | Tenant’s Liability      Insurance                                             |   | 19     |
|   | b.     | Tenant’s      Property Insurance                                                   |   | 20     |
|   | c.     | Certificates      of Insurance                                                           |   | 20     |
|   | d.     | Insurance      Policy Requirements                                                       |   | 20     |
|   | e.     | Landlord’s      Property Insurance                                                 |   | 20     |
|   | f.     | Mutual      Waiver of Subrogation                                                        |   | 20     |
|   |   |                                                                                     |   |   |
| 15.    |   | INDEMNITY                                                                                |   | 21     |
|   |   |                                                                                     |   |   |
|   | a.     | Indemnity                                                                                |   | 21     |
|   | b.     | Defense      Obligation                                                                  |   | 21     |
|   | c.     | Landlord’s      Indemnity                                                          |   | 21     |
|   |   |                                                                                     |   |   |
| 16.    |   | QUIET      ENJOYMENT                                                                     |   | 21     |
|   |   |                                                                                     |   |   |
| 17.    |   | SUBORDINATION;      ATTORNMENT; NON-DISTURBANCE;      AND      ESTOPPEL      CERTIFICATE |   | 22     |
|   |   |                                                                                     |   |   |
|   | a.     | Subordination      and Attornment                                                        |   | 22     |
|   | b.     | Non-Disturbance                                                                          |   | 22     |
|   | c.     | Estoppel      Certificates                                                               |   | 22     |
|   |   |                                                                                     |   |   |
| 18.    |   | ASSIGNMENT      - SUBLEASE                                                               |   | 23     |
|   |   |                                                                                     |   |   |
|   | a.     | Landlord      Consent                                                                    |   | 23     |
|   | b.     | Definition      of      Assignment                                                       |   | 23     |
|   | c.     | Permitted      Assignments/Subleases                                                     |   | 23     |
|   | d.     | Notice      to      Landlord                                                             |   | 23     |
|   | e.     | Prohibited      Assignments/Subleases                                                    |   | 23     |
|   | f.     | Limitation      on      Rights      of Assignee/Sublessee                                |   | 24     |
|   | g.     | Tenant      Not Released                                                                 |   | 24     |
|   | h.     | Landlord’s      Right to      Collect Sublease Rents upon Tenant Default           |   | 24     |
|   | i.     | Excess      Rents                                                                        |   | 24     |
|   | j.     | Landlord’s      Fees                                                               |   | 24     |
|   | k.     | Unauthorized      Assignment or      Sublease                                            |   | 24     |
|   |   |                                                                                     |   |   |
| 19.    |   | DAMAGES      TO PREMISES                                                                 |   | 24     |
|   |   |                                                                                     |   |   |
|   | a.     | Landlord’s      Restoration      Obligations                                       |   | 24     |
|   | b.     | Termination      of Lease by Landlord                                                    |   | 25     |

----

|   |   |                                                |   |   |
|--------|--------|-----------------------------------------------------|--------|--------|
|   | c.     | Termination      of Lease by      Tenant            |   | 25     |
|   | d.     | Tenant’s      Restoration Obligations         |   | 25     |
|   | e.     | Rent      Abatement                                 |   | 25     |
|   | f.     | Waiver      of Claims                               |   | 25     |
|   |   |                                                |   |   |
| 20.    |   | EMINENT      DOMAIN                                 |   | 26     |
|   |   |                                                |   |   |
|   | a.     | Effect      on      Lease                           |   | 26     |
|   | b.     | Right      to      Condemnation Award               |   | 26     |
|   |   |                                                |   |   |
| 21.    |   | ENVIRONMENTAL      COMPLIANCE                       |   | 26     |
|   |   |                                                |   |   |
|   | a.     | Environmental      Laws                             |   | 26     |
|   | b.     | Tenant’s      Responsibility                  |   | 26     |
|   | c.     | Tenant’s      Liability                       |   | 27     |
|   | d.     | Limitation      on Tenant’s Liability         |   | 27     |
|   | e.     | Inspections      by Landlord                        |   | 27     |
|   | f.     | Landlord’s      Liability                     |   | 27     |
|   | g.     | [Title]                                             |   | 28     |
|   | h.     | Property                                            |   | 28     |
|   | i.     | Liability      After Termination of Lease           |   | 28     |
|   |   |                                                |   |   |
| 22.    |   | DEFAULT                                             |   | 28     |
|   |   |                                                |   |   |
|   | a.     | Tenant’s      Default                         |   | 28     |
|   | b.     | Landlord’s      Remedies                      |   | 29     |
|   | c.     | Landlord’s      Expenses;      Attorneys Fees |   | 29     |
|   | d.     | Remedies      Cumulative                            |   | 29     |
|   | e.     | No      Accord and      Satisfaction                |   | 30     |
|   | f.     | No      Reinstatement                               |   | 30     |
|   | g.     | Summary      Ejectment                              |   | 30     |
|   | h.     | Landlord      Default                               |   | 30     |
|   |   |                                                |   |   |
| 23.    |   | MULTIPLE      DEFAULTS                              |   | 30     |
|   |   |                                                |   |   |
| 24.    |   | BANKRUPTCY                                          |   | 31     |
|   |   |                                                |   |   |
|   | a.     | Trustee’s      Rights                         |   | 31     |
|   | b.     | Adequate      Assurance                             |   | 31     |
|   | c.     | Assumption      of Lease Obligations                |   | 31     |
|   |   |                                                |   |   |
| 25.    |   | NOTICES                                             |   | 31     |
|   |   |                                                |   |   |
|   | a.     | Addresses                                           |   | 31     |
|   | b.     | Form;      Delivery; Receipt                        |   | 32     |
|   | c.     | Address      Changes                                |   | 32     |
|   | d.     | Notice      by Legal Counsel                        |   | 32     |

----

|   |   |                                                                |   |   |
|--------|--------|---------------------------------------------------------------------|--------|--------|
| 26.    |   | HOLDING      OVER                                                   |   | 32     |
|   |   |                                                                |   |   |
| 27.    |   | RIGHT      TO RELOCATE                                              |   | 32     |
|   |   |                                                                |   |   |
| 28.    |   | BROKER’S      COMMISSIONS                                     |   | 32     |
|   |   |                                                                |   |   |
|   | a.     | Broker                                                              |   | 32     |
|   | b.     | Landlord’s      Obligation                                    |   | 32     |
|   | c.     | Indemnity                                                           |   | 32     |
|   |   |                                                                |   |   |
| 29.    |   | MISCELLANEOUS                                                       |   | 33     |
|   |   |                                                                |   |   |
|   | a.     | No      Agency                                                      |   | 33     |
|   | b.     | Force      Majeure                                                  |   | 33     |
|   | c.     | Building      Standard Improvements                                 |   | 33     |
|   | d.     | Limitation      on Damages                                          |   | 33     |
|   | e.     | Satisfaction      of Judgments      Against Landlord                |   | 33     |
|   | f.     | Interest                                                            |   | 33     |
|   | g.     | Legal      Costs                                                    |   | 33     |
|   | h.     | Sale      of      Premises or Building                              |   | 33     |
|   | i.     | Time      of the Essence                                            |   | 34     |
|   | j.     | Transfer      of Security Deposit                                   |   | 34     |
|   | k.     | Tender      of Promises                                             |   | 34     |
|   | l.     | Tenant’s      Financial Statements                            |   | 34     |
|   | m.     | Recordation                                                         |   | 34     |
|   | n.     | Partial      Invalidity                                             |   | 34     |
|   | o.     | Binding      Effect                                                 |   | 34     |
|   | p.     | Entire      Agreement                                               |   | 34     |
|   | q.     | Good      Standing                                                  |   | 34     |
|   | r.     | Terminology                                                         |   | 35     |
|   | s.     | Headings                                                            |   | 35     |
|   | t.     | Choice      of Law                                                  |   | 35     |
|   | u.     | Effective      Date                                                 |   | 35     |
|   | v.     | Generator      License Agreement and Satellite Antenna    Agreement |   | 35     |
|   | w.     | Confidentiality                                                     |   | 35     |
|   |   |                                                                |   |   |
| 30.    |   | OPTIONS      TO RENEW LEASE TERM                                    |   | 35     |
|   |   |                                                                |   |   |
|   | a.     | Option      to Extend                                               |   | 35     |
|   | b.     | Exercise      of Option                                             |   | 36     |
|   | c.     | Term                                                                |   | 36     |
|   | d.     | Suspension      of Renewal Option      on Transfer      by Tenant   |   | 36     |
|   | e.     | Base      Rent      for Renewal Lease      Term                     |   | 36     |
|   |   |                                                                |   |   |
| 31.    |   | EXPANSION      OPTIONS OF TENANT                                    |   | 38     |
|   |   |                                                                |   |   |
|   | a.     | Right      of      First Refusal                                    |   | 38     |
|   | b.     | Other      Tenant      Leases                                       |   | 38     |

----

|   |   |                                                            |   |   |
|--------|--------|-----------------------------------------------------------------|--------|--------|
|   | c.     | Exercise      of      Right of First Refusal                    |   | 38     |
|   | d.     | Contingency                                                     |   | 39     |
|   | e.     | Rent      and      Term                                         |   | 39     |
|   | f.     | Improvement      Allowance                                      |   | 39     |
|   | g.     | Space      in Other Buildings                                   |   | 39     |
|   |   |                                                            |   |   |
| 32.    |   | ASSIGNMENT      AND ASSUMPTION OF TENANT’S EXISTING LEASE |   | 40     |
|   |   |                                                            |   |   |
| 33.    |   | EXHIBITS                                                        |   | 41     |

----

   1.         BASIC DEFINITIONS ANDPROVISIONS.

|   |   |                       |   |                                                                                                                                                                                                                                                          |   |                                                                                                                           |
|--------|--------|----------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------|
|   |   |                       |   |                                                                                                                                                                                                                                                          |   |                                                                                                                           |
|   | a.     | Premises.                  |   | Rentable      Square Feet:                                                                                                                                                                                                                                    |   | Initial      Premises: 70,000Swing      Premises: 11,891                                                                       |
|   |   |                       |   |                                                                                                                                                                                                                                                          |   |                                                                                                                           |
|   |   |                       |   | Suite:Building:Street      Address:City/County:State/Zip      Code:                                                                                                                                                                                           |   | Entire      3rd, 4th and 5th FloorsSeven      Springs I320      Seven Springs WayBrentwood,      DavidsonTennessee,      37027 |
|   |   |                       |   |                                                                                                                                                                                                                                                          |   |                                                                                                                           |
|   | b.     | Term.                      |   | Number      of Months:Commencement      Date:                                                                                                                                                                                                                 |   | 120July      1, 2003, subject to adjustmentunder      Section 3(b)                                                             |
|   |   |                       |   |                                                                                                                                                                                                                                                          |   |                                                                                                                           |
|   |   |                       |   | Expiration      Date:                                                                                                                                                                                                                                         |   | June      30, 2013, subject to adjustmentunder      Section 3(b)                                                               |
|   |   |                       |   |                                                                                                                                                                                                                                                          |   |                                                                                                                           |
|   | c.     | Permitted      Use.        |   | General      office space and data center space, including without limitation a      raised-floor computer area, FM 200 fire suppression system, a supplemental      HVAC system and structural improvements sufficient to support a movable      file system |
|   |   |                       |   |                                                                                                                                                                                                                                                          |   |                                                                                                                           |
|   | d.     | Occupancy      Limitation. |   | No      more than 5.3 persons per one thousand (1,000) rentable square      feet.                                                                                                                                                                             |

----

ase Rent. The minimum baserent for the Term is $18,609,151.44, payable in monthly installments on the 1stday of each month in accordance with the following Base Rent Schedule:

| MONTHS          |   |   | MONTHLY      RENT |   |   | $/SQ.      FT. |   |   | CUMULATIVE      RENT |
|-----------------|--------|--------|-------------------|--------|--------|----------------|--------|--------|----------------------|
|            |   |   |              |   |   |           |   |   |                 |
| 01-12           |   |   | $124,016.67       |   |   |           | $21.26 |   |                 | $1,488,200.04 |
| 13-24           |   |   | $147,062.59       |   |   |           | $21.55 |   |                 | $1,764,751.08 |
| 25-36           |   |   | $149,928.77       |   |   |           | $21.97 |   |                 | $1,799,145.24 |
| 37-48           |   |   | $152,794.96       |   |   |           | $22.39 |   |                 | $1,833,539.52 |
| 49-60           |   |   | $155,661.14       |   |   |           | $22.81 |   |                 | $1,867,933.68 |
| 61-72           |   |   | $158,527.33       |   |   |           | $23.23 |   |                 | $1,902,327.96 |
| 73-84           |   |   | $161,393,51       |   |   |           | $23.65 |   |                 | $1,936,722.12 |
| 85-96           |   |   | $164,259.70       |   |   |           | $24.07 |   |                 | $1,971,116.40 |
| 97-108          |   |   | $167,125.88       |   |   |           | $24.49 |   |                 | $2,005,510.56 |
| 109-120         |   |   | $169,992.07       |   |   |           | $24.91 |   |                 | $2,039,904.84 |
| BASE      RENT: |   |   |              |   |   |           |   |   |                 | $18,609,151.44 |
|            |   |   |              |   |   |           |   |   |                 |   |

|   |   |                        |                                                                                                                                                                                                                             |
|--------|--------|-----------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | f.     | Rent Payment      Address.  | Highwoods      Realty Limited PartnershipP.O.      Box 409355Atlanta,      GA 30384Tax      ID# 56-1869557                                                                                                                       |
|   |   |                        |                                                                                                                                                                                                                             |
|   | g.     | Security      Deposit.      | $155,076.26                                                                                                                                                                                                                      |
|   |   |                        |                                                                                                                                                                                                                             |
|   | h.     | Business      Hours.        | 7:00      A.M. to 6:00 P.M. Monday through Friday (excluding National and State      Holidays).                                                                                                                                  |
|   |   |                        |                                                                                                                                                                                                                             |
|   | i.     | Electrical      Service.    | No      more than five (5) watts per useable square foot for convenience outlets      and lighting.                                                                                                                              |
|   |   |                        |                                                                                                                                                                                                                             |
|   | j.     | After Hours HVAC      Rate. | $25.00      per hour, per zone, with a minimum of two (2) hours per      occurrence.                                                                                                                                             |
|   |   |                        |                                                                                                                                                                                                                             |
|   | k.     | Parking.                    | Unreserved;      not less than 4.5 spaces per 1,000 rentable squarefeet.                                                                                                                                                         |
|   |   |                        |                                                                                                                                                                                                                             |
|   | l.     | Construction      Fee.      | The      Construction Supervision Fee for alterations is three percent (3%) of the      cost of the work. The construction supervision fee for Tenant Improvements      is set forth in the Workletter attached as Exhibit    B. |
|   |   |                        |                                                                                                                                                                                                                             |
|   | m.     | Notice      Addresses.      |                                                                                                                                                                                                                             |
|   |   |                        |                                                                                                                                                                                                                             |
|   |   | LANDLORD:                   | HIGHWOODS      REALTY LIMITEDPARTNERSHIPc/o      Highwoods Properties, Inc.3100      Smoketree Court, Suite 600Raleigh,      North Carolina 27604Attn:      Manager, Lease AdministrationFacsimile      #:919/876-2448           |

----

|   |   |                 |                                                                                                                                                                                                                                                                                          |
|--------|--------|----------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | with      a copy to: | Highwoods      Properties, Inc.2120      West End AvenueSuite      100Nashville,      TN 37203Facsimile:      615-320-5607                                                                                                                                                                    |
|   |   |                 |                                                                                                                                                                                                                                                                                          |
|   |   | TENANT:              | Icon      Clinical Research Inc.212      Church RoadNorth      Wales, Pennsylvania 19454Attn:           Ms. Lois Valentine and              Mr.      David PetersFacsimile      #:215-616-3089 |
|   |   |                 |                                                                                                                                                                                                                                                                                          |
|   |   | with      a copy to: | Stephan      K. Pahides, EsquireMcCausland,      Keen & BuckmanRadnor      Court, Suite 160259      N. Radnor-Chester RoadRadnor,      PA 19087Facsimile:      610-341-1099                                                                                                               |
|   |   |                 |                                                                                                                                                                                                                                                                                          |
|   | n.     | Broker.              | Julien      J. Studley, Inc.3390      Peachtree Road, NE #800Atlanta,      GA 30326Facsimile      #: 404-467-0710                                                                                                                                                                             |

EASEDPREMISES.

remises. Landlord leases toTenant and Tenant leases from Landlord the Initial Premises identified inSection 1.a and as more particularly shown on Exhibit A, attached hereto. Onthe first anniversary of the Commencement Date, the Swing Premises, as moreparticularly shown on ExhibitA-1 attached hereto, shall be and become a part of the Premises, withoutthe need for any further action by Tenant or Landlord. As to Tenant’s right touse and obligation set forth herein with respect to the Swing Premises, from andafter the first anniversary of the Commencement Date, the term “Premises” shallrefer collectively to the Initial Premises and the SwingPremises.

entable Square FootDetermination. The parties acknowledgethat the square foot measurements of the Initial Premises and Swing Premises areas shown above.

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ommon Areas. Tenant shallhave non-exclusive right to use and access the Common Areas of Seven Springs I(the “Building”). The common areas generally include space that is not includedin portions of the Building set aside for leasing to tenants or reserved forLandlord’s exclusive use, and include entrances, hallways, lobbies, elevators,restrooms, walkways, driveways, parking areas and plazas (“Common Areas”).Landlord has the exclusive right to (i) designate the Common Areas, (ii) changethe designation of any Common Area and otherwise modify the Common Areas, and(iii) permit special use of the Common Areas, including temporary exclusive usefor special occasions; provided, that (a) no such change shall materiallyadversely affect Tenant, its access to the Building or the Premises, Tenant’suse and occupancy of the Premises (or the conduct of its business therein) orthe exercise or realization of Tenant’s other rights under this Lease, and (b)no such change in or to the parking areas serving the Building shall be made inviolation of Section 4.d hereof. Tenant shall not interfere with the rights ofothers to use the Common Areas. All use of the Common Areas shall be subject tothe Rules and Regulations promulgated by Landlord. Tenant shall also have thenonexclusive right to use and access all common driveways, walkways and plaza ofthe Seven Springs office campus of which the Building is a part, as shown on thesite plan attached hereto as Exhibit J (as now or hereafter existing, the“Office Campus”), to the extent controlled by Landlord or as permitted by anyapplicable easements, subject to the Rules and Regulations and the rights ofothers and shall have unimpeded access between the Premises and a publicroad.

ERM.

ommencement and ExpirationDates. The Lease Term commences on Commencement Date and expires on theExpiration Date, as set forth in Section 1.b.

djustments to CommencementDate. TheCommencement Date shall be adjusted as follows:

|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | i.     | If      Tenant requests possession of the Premises prior to the Commencement Date,      and Landlord consents, the Commencement Date shall be the date of      possession, provided, however, that, absent such a request by Tenant,      Landlord agrees that the Commencement Date shall be the date that is      twenty-one (21) days after possession shall be given to Tenant, during      which time Tenant may install telephones, computers, fixtures, furniture      and equipment.                                                                                                                                                                                                            |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | ii.    | If      Landlord, for any reason, cannot deliver possession of the Premises to      Tenant on the projected commencement date set forth in Section 1.b, then      the Commencement Date, Expiration Date, and all other dates that may be      affected by their change, shall be revised to conform to the date of      Landlord’s delivery of possession of the Premises to Tenant plus      twenty-one (21) days. Any such delay shall not relieve Tenant of its      obligations under this Lease, and neither Landlord nor Landlord’s agents      shall be liable to Tenant for any loss or damage resulting from the delay      in delivery of possession, except as provided  below. |

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ermination by Tenant for Failure toDeliver Possession. In the event Landlord is unable to deliver possessionof the Initial Premises as required herein within sixty (60) days after theprojected Commencement Date set forth in Section 1.b due to any reason otherthan an Excused Delay (“Landlord Delay”), Tenant shall receive for each day pastthe projected commencement date, until Landlord does deliver possession of thePremises as required herein, an abatement of Base Rent for each day of LandlordDelay, which abatement shall be taken commencing on the Commencement Date. Inthe event Landlord is unable to deliver possession of the Premises as requiredherein within ninety (90) days after the projected Commencement Date set forthin Section 1.b (excluding any delays resulting from force majeure or caused byTenant –“Excused Delays”), then Tenant may terminate this Lease by giving notice toLandlord within one hundred (100) days of the projected Commencement Date(excluding Excused Delays). Tenant may not terminate the Lease, however, ifTenant has taken possession of any part of the Premises.

elivery of Possession. Unlessotherwise specified in the Workletter attached as Exhibit B, “delivery ofpossession” of the Initial Premises shall mean, following Landlord’s completionof the Work, the earlier of: (i) the date Landlord has the Initial Premisesready for occupancy by Tenant as evidenced by a permanent or temporaryCertificate of Occupancy issued by a proper governmental authority, and (ii) thedate Landlord could have had the Initial Premises ready had there been no Delaysattributable to Tenant, including without limitation Tenant’s failure to obtainpermits and install low voltage equipment and to install modular furnishings. Inthe event a temporary Certificate of Occupancy is issued, Landlord shallcomplete all requirements set forth in such temporary Certificate of Occupancywithin the time limits required thereby. Landlord shall provide notice to Tenantthat Landlord is making delivery of possession on the date that delivery ofpossession occurs.

ight to Occupy. Tenant shall not occupythe Initial Premises until Tenant has complied with all of the followingrequirements to the extent applicable under the terms of this Lease: (i)delivery of all certificates of insurance, (ii) payment of Security Deposit,(iii) execution and delivery of any required Guaranty of Lease, and (iv) ifTenant is an entity, receipt of a good standing certificate from the State whereit was organized and a certificate of authority to do business in the State inwhich the Premises are located (if different). Tenant’s failure to comply withthese (or any other conditions precedent to occupancy under the terms of thisLease) shall not delay the Commencement Date.

ommencement Agreement. The Commencement Date,Term, and Expiration Date shall be set forth in a Commencement Agreement similarto Exhibit D, attachedhereto, to be prepared by Landlord and executed by the parties after theCommencement Date.

SE.

ermitted Use. The Premisesmay be used only for general office purposes and data center in connection withTenant’s Permitted Use as defined in Section 1c and in accordance with theOccupancy Limitation as set forth in Section 1d (“PermittedUse”).

rohibited Uses. Tenant shallnot use the Premises:

|   |   |   |                                                                             |
|--------|--------|--------|----------------------------------------------------------------------------------|
|   |   | i.     | In      violation of any restrictive covenants which apply to the      Premises; |

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|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | ii.    | In      any manner that constitutes a nuisance or trespass;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | iii.   | In      any manner which increases any insurance premiums, or makes such insurance      unavailable to Landlord on the Building; provided that, in the event of an      increase in Landlord’s insurance premiums which results from Tenant’s use      of the Premises in any manner in      violation of this Lease, Landlord may elect to permit the use and charge      Tenant for the increase in premiums, and Tenant’s failure to pay Landlord,      on demand, the amount of such Increase shall be an event of      default; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | iv.    | In      any manner that creates unusual demands for electricity, heating or air      conditioning without the consent of Landlord as provided hereinbelow in      Section 4.c.; or                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | v.     | For      any purpose except the Permitted Use, unless consented to by Landlord in      writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

rohibited Equipment inPremises. Tenant shall notinstall any equipment in the Premises that places unusual demands on theelectrical, heating or air conditioning systems (“High Demand Equipment”)without Landlord’s prior written consent. No such consent will be given ifLandlord determines, in its opinion, that such equipment may not be safely usedin the Premises or that electrical service is not adequate to support theequipment. Landlord’s consent may be conditioned, without limitation, uponseparate metering of the High Demand Equipment and Tenant’s payment of allactual and reasonable engineering, equipment, installation, maintenance, removaland restoration costs and utility charges associated with the High DemandEquipment and the separate meter incurred by Landlord. If High Demand Equipmentused in the Premises by Tenant affect the temperature otherwise maintained bythe heating and air conditioning system, Landlord shall have the right toinstall supplemental air conditioning units in the Premises with the actual andreasonable cost of engineering; installation, operation and maintenance of theunits to be paid by Tenant. All costs and expenses relating to High DemandEquipment and Landlord’s reasonable administrative costs (such as reading metersand calculating invoices) shall be Additional Rent, payable by Tenant upondemand. Tenant shall not operate any electrical device (other than normal officeequipment) that may emanate waves that could unreasonably and materiallyinterfere with or impair radio or television broadcasting or reception from orin the Building.

arking. At all times during theterm of this Lease, Landlord shall maintain on the property on which theBuilding is located, available 24 hours a day, seven days a week (withoutcharge), parking spaces equal to at least 4.5 spaces per 1,000 rentable squarefeet in the Building, and Tenant shall have the nonexclusive right to use suchspaces, together with the employees, invitees, contractors and guests of thoseparties with possessory rights or managerial duties in the Building and Tenantshall have parking rights as set forth in Section 1k of this Lease. If duringthe Lease Term Landlord offers reserved parking to any tenant in the Building,Tenant shall be entitled to reserve parking in similar locations and in the sameratio of rentable square feet of leased premises to reserved parking spaces asafforded such other tenant.

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ENT.

ayment Obligations. Tenant shall pay BaseRent and Additional Rent (collectively, “Rent”) on or before the first day ofeach calendar month during the Term, as follows:

|   |   |   |                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | i.     | Rent      payments shall be sent to the Rent Payment Address set forth in Section      1f.                                                                                                                                                                                                                                                              |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                    |
|   |   | ii.    | Rent      shall be paid without previous demand or notice and without set off or      deduction. Except as otherwise specifically provided, Tenant’s obligation      to pay Rent under this Lease is completely separate and independent from      any of Landlord’s obligations under this Lease.                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                    |
|   |   | iii.   | If      the Term commences on a day other than the first day of a calendar month,      then Rent for such month shall be (i) prorated for the period between the      Commencement Date and the last day of the month in which the Commencement      Date falls, and (ii) due and payable on the Commencement    Date.                                  |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                    |
|   |   | iv.    | For      each Rent payment that is due on a monthly basis and that Landlord      receives after the fifth (5th) day of the month, Landlord shall be      entitled to all default remedies provided under the terms of this Lease,      and a late charge in the amount of five percent (5%) of all Rent due      for such month.                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                    |
|   |   | v.     | If      Landlord presents Tenant’s check to any bank and Tenant has insufficient      funds to pay for such check, then Landlord shall be entitled to all      default remedies provided under the terms of this Lease and the maximum      lawful bad check fee or five percent (5%) of the amount of such check,      whichever amount is less. |

ase Rent. Tenant shall payBase Rent as set forth in Section 1e.

dditional Rent. In addition to Base Rent,Tenant shall pay as rent all sums and charges due and payable by Tenant underthis Lease (“Additional Rent”), including, but not limited to, thefollowing:

|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | i.     | Tenant’s      Proportionate Share of the increase in Landlord’s Operating Expenses as      set forth below in Section 5.d;                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | ii.    | Any      sales or use tax imposed on rents collected by Landlord or any tax on      rents in lieu of ad valorem taxes on the Building, even though laws      imposing such taxes attempt to require Landlord to pay the same; provided,      however, if any such sales or use tax are imposed on Landlord and Landlord      is prohibited by applicable law from collecting the amount of such tax      from Tenant as Additional Rent, then Landlord, upon sixty (60) days prior      notice to Tenant, may terminate this Lease;and |

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|   |   |   |                                                                                                                                    |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   |   | iii.   | Any      construction supervision fees in connection with the construction of      Tenant Improvements or alterations to the  Premises. |

perating Expenses. For eachCalendar Year (as hereinafter defined) during the Term after 2004, Tenant agreesto pay to Landlord, as Additional Rent, in monthly installments, Tenant’sProportionate Share of any increase in Operating Expenses (as hereinafterdefined) incurred by Landlord’s operation or maintenance of the Building, above$5.80 per rentable square foot of the Building (the “Expense Stop”). So long asthe Operating Expenses of the Building do not exceed the Expense Stop, Tenantshall pay no Proportionate Share.

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eview. If Tenant disputes theamount of Operating Expenses as set forth in the Annual Statement from theLandlord, then Tenant may have Landlord’s books and records relating toOperating Expenses audited by a qualified professional selected by Tenant or byTenant itself, provided Tenant gives written notice of the audit withinforty-five (45) days of Tenant’s receipt of the Annual Statement. No subtenantshall have any right to conduct an audit and no assigns shall conduct an auditfor any period during which such assignee was not in possession of thePremises.

ECURITYDEPOSIT.

mount ofDeposit. Tenant shall deposit with Landlord a Security Deposit in theamount set forth in Section 1.g , which sum Landlord shall retain as securityfor the performance by Tenant of each of its obligations hereunder. The SecurityDeposit shall not bear interest.

pplication of Deposit. IfTenant at any time fails to perform any of its obligations under this Lease,including its Rent or other payment obligations, its restoration obligations, orits insurance and indemnity obligations, then Landlord may, at its option, applythe Security Deposit (or any portion) to cure Tenant’s default or to pay fordamages caused by Tenant’s default. If the Lease has been terminated, thenLandlord may apply the Security Deposit (or any portion) against the damagesincurred as a consequence of Tenant’s breach. The application of the SecurityDeposit shall not limit Landlord’s remedies for default under the terms of thisLease. If Landlord depletes the Security Deposit, in whole or in part, prior tothe Expiration Date or any termination of this Lease, then Tenant, upon noticefrom Landlord of such depletion, shall restore immediately the amount so used byLandlord.

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efund of Deposit. UnlessLandlord uses the Security Deposit to cure a default of Tenant, to pay damagesfor Tenant’s breach of the Lease, or to restore the Premises to the condition towhich Tenant is required to leave the Premises upon the expiration or anytermination of the Lease, then Landlord shall, within thirty (30) days after theExpiration Date or any termination of this Lease, refund to Tenant any fundsremaining in the Security Deposit. Tenant may not credit the Security Depositagainst any month’s Rent.

ERVICES BYLANDLORD.

ase Services. Provided thatTenant is not then in default, Landlord shall cause to be furnished, twenty-four(24) hours a day, seven (7) days a week (unless otherwise provided), to theBuilding, or as applicable, the Premises, in common with other tenants thefollowing services:

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | i.     | Cold      and hot water (if available from city mains) for drinking, lavatory and      toilet purposes.                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | ii.    | Electricity      (if available from the utility supplier) for the building standard      fluorescent lighting and for the operation of general office machines,      such as electric typewriters, desk top computers, dictating equipment,      adding machines and calculators, and general service non-production type      office copy machines; provided that Landlord shall have no obligation to      provide more than the amount of power for convenience outlets and lighting      as set forth in Section 1i. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | iii.   | Operatorless      elevator service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | iv.    | Building      standard fluorescent lighting composed of 2’ x 4’ fixtures, bulbs and      ballasts; Tenant shall service, replace and maintain at its own expense      any incandescent fixtures, table lamps, or lighting other than the      building standard fluorescent light, and any dimmers or lighting controls      other than controls for the building standard fluorescent      lighting.                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | v.     | Heating      and air conditioning for the reasonably comfortable use and occupancy of      the Premises as set forth on Exhibit F during      Business Hours as set forth in Section 1h; provided that, heating and      cooling conforming to any governmental regulation prescribing limitations      thereon shall be deemed to comply with this  service.                                                                                                                                                            |

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|   |   |                                                                                                                                                                                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | vi.    | After      Business Hours, weekend and holiday heating and air conditioning at the      After Hours HVAC rate set forth in Section 1j, with such charges subject      to commercially reasonable annual increases as determined by      Landlord. |
|   |   |                                                                                                                                                                                                                                              |
|   | vii.   | Janitorial      services five (5) days a week (excluding National and State holidays)      after Business Hours as set forth on Exhibit    G.                                                                                                     |

andlord’s Maintenance.Landlord shall keep and maintain the Building and all Common Areas in goodcondition and repair, to a level consistent with similar “first-class A” officebuildings in the Nashville area. Landlord shall keep and maintain the CommonAreas reasonably clean and the sidewalks and parking areas well lit, paved andstriped, in good repair, and free from accumulations of snow, ice and trash.Landlord shall replace all lighting tubes, lamp ballasts and bulbs for thebuilding standard lighting within the Premises and in the Common Areas. Landlordshall make all repairs and replacements to the Building (including Buildingfixtures and equipment), Common Areas and Building Standard Improvements in thePremises, except for repairs and replacements that Tenant must make underSection 8. Landlord’s maintenance shall include the roof, foundation, exteriorwalls, interior structural walls, all structural components, and all Buildingsystems, such as mechanical, electrical, HVAC, and plumbing. Repairs orreplacements shall be made within a reasonable time (depending on the nature ofthe repair or replacement needed) after receiving notice from Tenant or Landlordhaving actual knowledge of the need for a repair orreplacement.

o Abatement. There shall beno abatement or reduction of Rent by reason of any of the foregoing services notbeing continuously provided to Tenant. Landlord shall have the right to shutdown the Building systems (including electricity and HVAC systems) for requiredmaintenance and safety inspections, and in cases of emergency. In making allrepairs and restorations and in fulfilling its obligations under this Lease,Landlord shall use best efforts to minimize the disruption of Tenant’s use andenjoyment of the Premises, consistent with the task undertaken in connectionwith such repair or restoration. Notwithstanding the foregoing, in the eventTenant’s ability to reasonably conduct Tenant’s business at the Premises duringnormal operating hours, as contemplated by this Lease, is interrupted forseventy-two (72) continuous hours as a result of the interruption of theservices to be provided to Tenant referenced in Section 7.a above where suchinterruption is not the result of a force majeure, Base Rent shall abatefor the period commencing on the expiration of such seventy-two (72) hour periodand ending at such time as Tenant is able to resume the reasonable conduct ofTenant’s business at the Premises.

enant’s Obligation to ReportDefects. Tenant shall use its reasonable efforts to report to Landlordpromptly any defective condition in or about the Premises known toTenant.

imitation on Landlord’sLiability. Landlord shall not be liable to Tenant for any damage causedto Tenant and its property due to the Building or any part or appurtenancethereof being or becoming out of repair, or arising from the leaking of gas,water, sewer or steam pipes, or from problems with electrical service, unlesssuch damage results from the willful misconduct or gross negligence ofLandlord.

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ENANT’S ACCEPTANCE AND MAINTENANCE OFPREMISES.

cceptance of Premises. Subject to the terms ofthe attached Workletter ―Exhibit B, Tenants occupancyof the Premises is Tenant’s representation to Landlord that (i) Tenant hasexamined and inspected the Premises, (ii) finds the Premises to be asrepresented by Landlord and satisfactory for Tenant’s intended use, and (iii)constitutes Tenant’s acceptance of the Premises “as is”. Landlord makes norepresentation or warranty as to the condition of the Premises except as may bespecifically set forth herein or in the Workletter.

ove-In Obligations. Tenantshall schedule its move-in with the Landlord’s Property Manager. During Tenant’smove-in, a representative of Tenant must be on-site with Tenant’s moving companyto insure proper treatment of the Building and the Premises. Elevators,entrances, hallways and other Common Areas must remain in use for the generalpublic during business hours. Any specialized use of elevators or other CommonAreas must be coordinated with Landlord’s Property Manager. Tenant must properlydispose of all packing material and refuse in accordance with the Rules andRegulations. Any damage or destruction to the Building or the Premises due tomoving will be the sole responsibility of Tenant.

enant’s Maintenance. Tenant shall: (i) keepthe Premises and fixtures in good order, (ii) make repairs and replacements tothe Premises or Building needed because of Tenant’s misuse or negligence; (iii)repair and replace Non-Standard Improvements, including any special equipment ordecorative treatments, installed by or at Tenant’s request that serve thePremises other than lights and mechanical, electrical or HVAC systems, otherthan any special HVAC, mechanical, lighting or electrical systems installed byTenant (unless the Lease is ended because of casualty loss or condemnation); and(iv) not commit waste.

lterations to Premises.Tenant shall make no structural alterations to the Premises. If Tenant requestssuch alterations, then Tenant shall provide Landlord with a complete set ofconstruction drawings. If Landlord consents to the alterations, then theLandlord shall determine the actual cost of the work to be done (to include aconstruction supervision fee to be paid to Landlord in the amount set forth inSection 1l). Tenant may then either agree to pay Landlord to have the work doneor withdraw its request for alterations. All such alterations are subject to theprior written approval of Landlord. Tenant shall have the right to makenon-structural alterations to the Premises of up to $5,000.00 without the priorwritten approval of Landlord (“Permitted Alterations”), provided such PermittedAlterations (i) do not require a building permit, (ii) do not create anunreasonable burden on the load bearing capability of the floor or any otherBuilding structure, (iii) do not modify, connect to, or interfere with anyBuilding systems (such as the HVAC or electrical systems) and (iv) are notvisible outside of the Premises. Tenant shall notify Landlord in writing priorto making any such Permitted Alterations. Prior to making any alterations to anyBuilding systems (such as the HVAC or electrical systems) or any other work forwhich a permit is required, Tenant shall obtain Landlord’s approval, whichapproval shall not be unreasonably withheld, conditioned or delayed, provided,however, that Landlord’s approval may include considerations of the impact ofsuch alterations on HVAC or electrical systems service and capacity for otherspaces in the Building. (Any such alterations approved by Landlord are referredto herein as “Approved Alterations”). Notwithstanding the foregoing, Tenantshall be permitted to conduct ongoing decorative activities such as painting andreplacement of carpet without prior approval of Landlord, but shall providenotice of such activities.

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estoration of Premises. At the expiration orearlier termination of this Lease, Tenant shall deliver each and every part ofthe Premises in good repair and condition, ordinary wear and tear and damage byinsured casualty excepted. If Tenant has required or installed Non-StandardImprovements, such improvements shall be removed as part of Tenant’s restorationobligation. Landlord, however, may elect in writing to require Tenant to leaveany Non-Standard Improvements in the Premises by notice given at the time suchNon-Standard Improvements were installed. Tenant shall repair any damage causedby the removal of any Non-Standard Improvements. “Non-Standard Improvements”means such Items as (i) High Demand Equipment and separate meters, (ii) allwiring and cabling from the point of origin to the termination point, (iii)raised floors for computer or communications systems, (iv) telephone equipment,security systems, and UPS systems, (v) equipment racks, (vi) alterationsinstalled by or at the request of Tenant after the Commencement Date, exceptPermitted Alterations, Approved Alterations and Support Systems, and (vii) anyother improvements that are not part of the Building StandardImprovements.

andlord’s Performance of Tenant’sObligations. If Tenant does not perform its maintenance or restorationobligations in a timely manner, commencing the same within thirty (30) daysafter receipt of notice from Landlord specifying the work needed, and thereafterdiligently and continuously pursuing the work until completion, then Landlordshall have the right, but not the obligation, to perform such work. Any amountsexpended by Landlord on such maintenance or restoration shall be Additional Rentto be paid by Tenant to Landlord within thirty (30) days afterdemand.

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onstruction Liens. Tenant shall have nopower to do any act or make any contract that may create or be the foundation ofany lien, mortgage or other encumbrance upon the reversionary or other estate ofLandlord, or any interest of Landlord in the Premises. NO CONSTRUCTION LIENS OROTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALLATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO THE PREMISES OR THEBUILDING. Tenant shall keep the Premises and the Building free from any liensarising out of any work performed, materials furnished, or obligations Incurredby or on behalf of Tenant. Should any lien or claim of lien be filed against thePremises or the Building by reason of any act or omission of Tenant or any ofTenant’s agents, employees, contractors or representatives, then Tenant shallcause the same to be canceled and discharged of record by bond or otherwisewithin ten (10) days after the filing thereof. Should Tenant fail to dischargeor provide security for the lien within ten (10) days, then Landlord maydischarge the lien. The amount paid by Landlord to discharge the lien (whetherdirectly or by bond), plus all reasonable administrative and legal costsincurred by Landlord, shall be Additional Rent payable on demand. The remediesprovided herein shall be in addition to all other remedies available to Landlordunder this Lease or otherwise.

ommunications Compliance.Tenant acknowledges and agrees that any and all telephone and telecommunicationservices desired by Tenant shall be ordered and utilized at the sole expense ofTenant. Unless Landlord requests otherwise or consents in writing, all ofTenant’s telecommunications equipment shall be located and remain solely in thePremises in accordance with reasonable rules and regulations adopted andpublished to Tenant by Landlord from time to time. Landlord shall make availableto Tenant on a non-exclusive basis, at no cost, risers and conduits within theBuilding if and to the extent available. Landlord shall not have anyresponsibility for the maintenance of Tenant’s telecommunications equipment,including wiring; nor for any wiring or other infrastructure to which Tenant’stelecommunications equipment may be connected. Tenant agrees that, to the extentany telecommunications service is interrupted, curtailed or discontinued,Landlord shall have no obligation or liability with respect thereto unlesscaused by the gross negligence or intentional act of Landlord or its agents oremployees, Landlord shall have the right, upon reasonable prior oral or writtennotice to Tenant, to temporarily interrupt or turn off telecommunicationsfacilities in the event of emergency or as necessary in connection with repairsto the Building or installation of telecommunications equipment for othertenants of the Building; provided that Landlord shall use best effortsconsistent with the nature of such repairs to conduct non-emergency or otherrepairs during non-business hours. In the event that Tenant wishes at any timeto utilize the services of a telephone or telecommunications provider whoseequipment is not then servicing the Building, the provider shall not bepermitted to install its lines or other equipment within the Building withoutfirst securing the prior written approval of Landlord. Landlord’s approval maybe conditioned in such a manner to as to protect Landlord’s financial interests,the interest of the Building, and the other tenants therein, all in acommercially reasonable manner. The refusal of Landlord to grant its approval toany prospective telecommunications provider shall not be deemed a default orbreach by Landlord of its obligation under this Lease. The provision of thisparagraph may be enforced solely by Tenant and Landlord, are not for the benefitof any other party, and specifically but without limitation, no telephone ortelecommunications provider shall be deemed a third party beneficiary of thisLease. Tenant shall not utilize any wireless communications equipment (otherthan usual and customary cellular telephones), including antennae and satellitereceiver dishes (other than as provided in the Satellite Agreement betweenLandlord and Tenant of even date herewith), within the Premises or the Building,without Landlord’s prior written consent. Landlord’s consent may be conditionedin such a manner so as to protect Landlord’s financial interests, the interestsof the Building, and the other tenants therein. At Landlord’s option, Tenant maybe required to remove any and all telecommunications equipment (includingwireless equipment) installed in the Premises or elsewhere in or on the Buildingby or on behalf of Tenant, including wiring, or other facilities fortelecommunications transmittal prior to the expiration or termination of theLease and at Tenant’s sole cost.

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andlord’s Representations andWarranties. Landlord represents to the best of Landlord’s knowledge,that: (a) Landlord has not received any notice that the Building is not incompliance with all applicable laws, ordinances and governmental regulations(including all Environmental Laws, as hereinafter defined); (b) Landlord has notreceived any notice that there exists any violation of building, safety or fireordinances or regulations respecting the Building; (c) Landlord has not receivedany notice that there are unpaid assessments for the installation of any sewerand water lines serving the Building or charges for making connection thereto orfor street paving or curbing, or for any other public improvements, nor hasLandlord received any notice that any governmental authority intends to make anypublic improvements affecting the Building; (d) Landlord has fee simple title tothe Building and has the right, power and authority to enter into this Lease andto perform Landlord’s obligations hereunder, and no joinder by any other partyand no approvals or consents of any other persons are necessary in order forthis Lease to be valid and binding upon Landlord in accordance with its terms;and (e) there are no ground or underlying leases with respect to the Building orany portion thereof.

ROPERTY OFTENANT.

roperty Taxes. Tenant shallpay when due all taxes levied or assessed upon Tenant’s equipment, fixtures,furniture, leasehold Improvements and personal property located in thePremises.

emoval. Provided Tenant isnot in default, Tenant may remove all fixtures and equipment which it has placedin the Premises; provided, however, Tenant must repair all damages caused bysuch removal. If Tenant does not remove its property from the Premises upon theexpiration or earlier termination (for whatever cause) of this Lease, suchproperty shall be deemed abandoned by Tenant, and Landlord may dispose of thesame in whatever manner Landlord may elect without any liability toTenant.

aiver. Landlord waives anystatutory or common law lien or security interest that it has or may have on, inor to any personal property, equipment or fixtures of Tenant to the securityinterest of any party with a properly perfected security interest in suchproperty.

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IGNS. Tenant may not erect,install or display any sign or advertising material upon the exterior of theBuilding or Premises (including any exterior doors, walls or windows) withoutthe prior written consent of Landlord, which consent may be withheld inLandlord’s sole discretion. Door and directory signage shall be provided andinstalled by the Landlord in accordance with building standards at Tenant’sexpense, unless otherwise provided in the Workletter attached as Exhibit B.

CCESS TOPREMISES.

enant’s Access. Tenant, itsagents, employees, invitees, and guests, shall have access to the Premises andreasonable ingress and egress to common and public areas of the Buildingtwenty-four hours a day, seven days a week; provided, however, Landlord byreasonable regulation may control such access for the comfort, convenience,safety and protection of all tenants in the Building, or as needed for makingrepairs and alterations. Tenant shall be responsible for providing access to thePremises to its agents, employees, invitees and guests after business hours andon weekends and holidays, and shall follow all security rules associated withsuch access.

andlord’s Access. Landlordshall have the right, at all reasonable times and upon reasonable oral notice,either itself or through its authorized agents, to enter the Premises (i) tomake repairs, alterations or changes as Landlord deems necessary, (ii) toinspect the Premises, mechanical systems and electrical devices, and (iii) toshow the Premises to prospective mortgagees and purchasers. Within one hundredeighty (180) days prior to the Expiration Date, Landlord shall have the right,either itself or through its authorized agents, to enter the Premises at allreasonable times to show prospective tenants. Landlord shall use best effortsconsistent with the access required to minimize any material disruption ofTenant’s business operations when undertaking any inspections of or repairs,replacements or additions, in, to, on or about the Premises or the Building.Tenant may have a representative present during Landlord’s entry into thePremises. Landlord agrees to comply, and to cause any prospective mortgagee,purchaser or tenant with respect to their entry into the Premises to comply withTenant’s reasonable safety, security and confidentiality requirements. EntryInto the Premises by any vendor, contractor or subcontractor of Landlord shallbe subject to the reasonable security regulations adopted by Tenant and madeavailable to Landlord.

mergency Access. Landlordshall have the right to enter the Premises at any time without notice in theevent of an emergency, but shall promptly after such entry provide noticethereof to Tenant.

ENANT’SCOMPLIANCE.

aws. Tenant shall comply withall applicable laws, ordinances and regulations affecting the Premises, whethernow existing or hereafter enacted, provided that Landlord, and not Tenant, shallbe responsible for compliance with all such laws, ordinances or regulations thatare generally applicable to the Building and not limited to Tenant’s particularuse of the Premises.

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ules and Regulations. Tenant shall complywith the Rules and Regulations attached as Exhibit C. The Rules andRegulations may be reasonably modified from time to time by Landlord, effectiveas of the date delivered to Tenant, provided such rules are for the safety, careand convenience of the tenants of the Building uniformly applicable to alltenants in the Building and do not materially increase Tenant’s obligations ormaterially limit Tenant’s rights hereunder. Any conflict between this. Lease andthe Rules and Regulations shall be governed by the terms of thisLease.

DACOMPLIANCE.

enant’s Compliance. Tenant,at Tenant’s sole expense, shall comply with all laws, rules, orders, ordinances,directions, regulations and requirements of federal, state, county and municipalauthorities now in force, which shall impose any duty upon Landlord or Tenantwith respect to the specific use or occupation of the Premises (other than anyrestrooms located within the Premises, but including any shower facilitieswithin the Premises) or alteration of the Premises made by Tenant to accommodatepersons with special needs, including using all reasonable efforts to complywith The Americans With Disabilities Act (collectively, the “ADA”) in connectionwith any alteration made to the Premises after the CommencementDate.

andlord’s Compliance. Subjectto Section 13.a, Landlord, at Landlord’s sole expense, shall comply with alllaws, rules, orders, ordinances, directions, regulations and requirements offederal, state, county and municipal authorities now in force, which shallimpose any duty upon Landlord or Tenant with respect to the use or occupation ofthe Building or the Common Areas, other than the interior of the Premises (otherthan any restrooms (but not shower areas) located within the Premises, whichshall be Landlord’s responsibility) after the Commencement Date, or alterationof the Building or Common Areas to accommodate persons with special needs,including using all use all reasonable efforts to meet the requirements of theADA as it applies to the Common Areas and restrooms of the Building; butLandlord shall have no responsibility for ADA compliance with respect to thePremises other than the elevator doorways and doorways from the Premises to anystairwells. Landlord shall not be required to make changes to the Common Areasor restrooms of the Building to comply with ADA standards adopted afterconstruction of the Building unless specifically required to do so bylaw.

DA Notices. If Tenantreceives any notices alleging a violation of ADA relating to any portion of theBuilding or Premises (including any governmental or regulatory actions orinvestigations regarding non-compliance with ADA), then Tenant shall notifyLandlord in writing within ten (10) days of such notice and provide Landlordwith copies of any such notice.

NSURANCEREQUIREMENTS.

enant’sLiability Insurance.Throughout the Term, Tenant, at its sole cost and expense, shall keep or causeto be kept for the mutual benefit of Landlord, Landlord’s Property Manager, andTenant, Commercial General Liability Insurance (1986 ISO Form or its equivalent)with a combined single limit, each Occurrence and General Aggregate-per locationof at least TWO MILLION DOLLARS ($2,000,000), which policy shall insure againstliability of Tenant, arising out of and in connection with Tenant’s use of thePremises, and which shall insure the indemnity provisions contained in thisLease. Not more frequently than once every three (3) years, Landlord may requirethe limits to be increased by a commercially reasonable amount if in itsreasonable judgment (or that of its mortgagee) the coverage isinsufficient.

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enant’s Property Insurance.Tenant shall also carry the equivalent of ISO Special Form Property Insurance onTenant’s Property for full replacement value and with coinsurance waived. Forpurposes of this provision, “Tenant’s Property” shall mean Tenant’s personalproperty and fixtures, and any Non-Standard Improvements to the Premises. Tenantshall neither have, nor make, any claim against Landlord for any loss or damageto the Tenant’s Property, regardless of the cause of the loss ordamage.

ertificates of Insurance.Prior to taking possession of the Premises, and annually thereafter, Tenantshall deliver to Landlord certificates or other evidence of insurancesatisfactory to Landlord. All such policies shall be non-assessable and shallcontain language to the extent obtainable that: (i) any loss shall be payablenotwithstanding any act or negligence of Landlord or Tenant that might otherwiseresult in forfeiture of the insurance, (ii) that the policies are primary andnon-contributing with any insurance that Landlord may carry, and (iii) that thepolicies cannot be canceled, non-renewed, or coverage reduced except afterthirty (30) days’ prior notice to Landlord. If Tenant fails to provide Landlordwith such certificates or other evidence of insurance coverage, Landlord mayobtain such coverage and the cost of such coverage shall be Additional Rentpayable by Tenant upon demand.

nsurance Policy Requirements.Tenant’s insurance policies required by this Lease shall: (i) be issued byinsurance companies licensed to do business in the state in which the Premisesare located with a general policyholder’s ratings of at least A- and a financialrating of at least VI in the most current Best’s Insurance Reports available onthe Commencement Date, or if the Best’s ratings are changed or discontinued, theparties shall agree to a comparable method of rating insurance companies; (ii)name Landlord as an additional insured as its interest may appear [otherlandlords or tenants may be added as additional insureds in a blanket policy];(iii) provide that the insurance not be canceled, non-renewed or coveragematerially reduced unless thirty (30) days advance notice is given to Landlord;(iv) be primary policies; (v) provide that any loss shall be payablenotwithstanding any gross negligence of Landlord or Tenant which might result ina forfeiture thereunder of such insurance or the amount of proceeds payable;(vi) have no deductible exceeding TEN THOUSAND DOLLARS ($10,000), unlessapproved in writing by Landlord; and (vii) be maintained during the entire Termand any extension terms.

andlord’s Property Insurance.Throughout the term of this Lease, Landlord shall keep the Building, includingthe improvements (but excluding Tenant’s Property), insured against damage anddestruction by perils insured by the equivalent of ISO Special Form PropertyInsurance in the amount of the full replacement value of the Building and shallkeep in force general public liability insurance in a commercially reasonableamount of coverage.

utual Waiver of Subrogation.Anything in this Lease to the contrary notwithstanding, Landlord hereby releasesand waives unto Tenant (including all partners, stockholders, officers,directors, employees and agents thereof), its successors and assigns, and Tenanthereby releases and waives unto Landlord (including all partners, stockholders,officers, directors, employees and agents thereof), its successors and assigns,all rights to claim damages for any injury, loss, cost or damage to persons orto the Premises or any other casualty, as long as the amount of such injury,loss, cost or damage has been paid either to Landlord, Tenant, or any otherperson, firm or corporation, under the terms of any Property, General Liability,or other policy of insurance, to the extent such releases or waivers arepermitted under applicable law. As respects all policies of insurance carried ormaintained pursuant to this Lease and to the extent permitted under suchpolicies, Tenant and Landlord each waive the insurance carriers’ rights ofsubrogation.

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NDEMNITY. Subject to theinsurance requirements, releases and mutual waivers of subrogation set forth inthis Lease, Tenant agrees as follows:

ndemnity. Tenant shallindemnify and hold Landlord harmless from and against any and all claims,damages, losses, liabilities, lawsuits, costs and expenses (including reasonableattorneys’ fees at all tribunal levels) arising out of or related to (i) anyactivity, work, or other thing done, by Tenant in or about the Premises or theBuilding (except If done by Landlord for Tenant’s account), (ii) any breach ordefault by Tenant in the performance of any of its obligations under this Lease,or (iii) any act or neglect of Tenant, or any officer, agent, employee,contractor, servant, invitee or guest of Tenant.

efense Obligation. If any such action isbrought against Landlord, then Tenant, upon notice from Landlord, shall defendthe same through counsel selected by Landlord’s insurer, or other counselacceptable to Landlord. The provisions of this Section shall survive thetermination of this Lease.

andlord’s Indemnity. Subjectto the insurance requirements, releases and mutual waivers of subrogation setforth in this Lease, Landlord shall indemnify and hold Tenant harmless from andagainst any and all claims, damages, losses, liabilities, lawsuits, costs andexpenses (including reasonable attorneys’ fees at all tribunal levels) arisingout of or related to (i) any activity, work, or other thing done, by Landlord inor about the Premises or the Building, (ii) any breach or default by Landlord inthe performance of any of its obligations under this Lease, or (iii) any act orneglect of Landlord, or any officer, employee, contractor or servant ofLandlord. This indemnity shall not apply to any claim for property loss ordamage by Tenant or its officers, agents, employees, contractors or servants.Tenant’s failure to obtain any insurance coverage required under the terms ofthis Lease shall void Landlord’s indemnity obligation to the extent suchinsurance would have provided coverage for the claim. The provisions of thisSection shall survive the termination of this Lease.

UIET ENJOYMENT. Tenant shallhave quiet enjoyment and possession of the Premises provided Tenant promptly andfully complies with all of its obligations under this Lease. No action ofLandlord or other tenants working in other space in the Building, or inrepairing or restoring the Premises, shall be deemed a breach of this covenant,nor shall such action give to Tenant any right to modify this Lease either as toterm, rent payables or other obligations to be performed. Notwithstanding theforegoing, if such action constitutes a breach by Landlord of any otherobligation of Landlord under this Lease, Tenant may exercise any and all rightsassociated with or arising from such default.

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UBORDINATION; ATTORNMENT;NON-DISTURBANCE; AND ESTOPPEL CERTIFICATE.

ubordination and Attornment.Tenant agrees to execute within ten (10) business days after request to do sofrom Landlord or its mortgagee an agreement, in commercially reasonablefrom:

|   |   |                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | i.     | Making      this Lease superior or subordinate to the interests of the      mortgagee;                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
|   | ii.    | Agreeing      to attorn to the mortgagee;                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
|   | iii.   | Giving      the mortgagee notice of, and a reasonable opportunity (which shall in no      event be less than thirty (30) days after notice thereof is delivered to      mortgagee) to cure any Landlord default and agreeing to accept such cure      if effected by the mortgagee;                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
|   | iv.    | Permitting      the mortgagee (or other purchaser at any foreclosure sale), and its      successors and assigns, on acquiring Landlord’s interest in the Premises      and the Lease, to become substitute Landlord hereunder, with liability      only for such Landlord obligations as accrue after Landlord’s interest is      so acquired; |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
|   | v.     | Agreeing      to attorn to any successor Landlord; and                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
|   | vi.    | Containing      such other agreements and covenants on Tenant’s part as Landlord’s      mortgagee may reasonablyrequest.                                                                                                                                                                                                                       |

on-Disturbance. Tenant’sobligation to subordinate its interests or attorn to any mortgagee isconditioned upon the mortgagee’s agreement in writing, in a commerciallyreasonable form reasonably acceptable to Tenant, not to disturb Tenant’spossession and quiet enjoyment of the Premises under this Lease so long asTenant is in compliance with the terms of the Lease.

stoppel Certificates. Tenantagrees to execute within ten (10) business days after request, and as often asrequested, estoppel certificates confirming any factual matter requested byLandlord which is true and is within Tenant’s knowledge regarding this Lease,and the Premises, including but not limited to: (i) the date of occupancy, (ii)Expiration Date, (iii) the amount of Rent due and date to which Rent is paid,(iii) whether Tenant has any defense or offsets to the enforcement of this Leaseor the Rent payable, (iv) any default or breach by Landlord, and (v) whetherthis Lease, together with any modifications or amendments, is in full force andeffect. Tenant shall attach to such estoppel certificate copies of anymodifications or amendments to the Lease.

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SSIGNMENT -SUBLEASE.

andlord Consent. Tenant maynot assign or encumber this Lease or its interest in the Premises arising underthis Lease, and may not sublet all or any part of the Premises without firstobtaining the written consent of Landlord, which consent shall not beunreasonably withheld, conditioned or delayed. Factors which Landlord mayconsider in deciding whether to consent to an assignment or sublease include(without limitation), (i) the creditworthiness of the assignee and (ii) theproposed use of the Premises. Landlord will not consent to an assignment orsublease that might result in a use that conflicts with the rights of anyexisting tenant. One consent shall not be the basis for any furtherconsent.

efinition of Assignment. Forthe purpose of this Section 18, the word “assignment” shall be defined anddeemed to include the following: (i) if Tenant is a partnership, the withdrawalor change, whether voluntary, involuntary or by operation of law, of partnersowning thirty percent (30%) or more of the partnership, or the dissolution ofthe partnership; (ii) if Tenant consists of more than one person, an assignment,whether voluntary, involuntary, or by operation of law, by one person to one ofthe other persons that is a Tenant; (iii) if Tenant is a corporation, anydissolution or reorganization of Tenant, or the sale or other transfer of acontrolling percentage (hereafter defined) of capital stock of Tenant other thanto an affiliate or subsidiary or the sale of fifty-one percent (51%) in value ofthe assets of Tenant; (iv) if Tenant is a limited liability company, the changeof members whose interest in the company is fifty percent (50%) or more. Thephrase “controlling percentage” means the ownership of, and the right to vote,stock possessing at least fifty-one percent (51%) of the total combined votingpower of all classes of Tenant’s capital stock issued, outstanding and entitledto vote for the election of directors, or such lesser percentage as is requiredto provide actual control over the affairs of the corporation; except that, ifthe Tenant is a publicly traded company, public trades or sales of the Tenant’sstock on a national stock exchange shall not be considered an assignmenthereunder even if the aggregate of the trades of sales exceeds fifty percent(50%) of the capital stock of the company.

ermittedAssignments/Subleases. Notwithstanding the foregoing, Tenant may assignthis Lease or sublease part or all of the Premises WithoutLandlord’s consent to: (i) any corporation, limited liability company, orpartnership that controls, is controlled by, or is under common control with,Tenant at the Commencement Date; or (ii) any corporation or limited liabilitycompany resulting from the merger or consolidation with Tenant or to any entitythat acquires all of Tenant’s assets as a going concern of the business that isbeing conducted on the Premises; provided however, the assignor remains liableunder the Lease and the assignee or sublessee is a bona fide entity and assumesthe obligations of Tenant, is as creditworthy as the Tenant, and continues thesame Permitted Use as provided under Section 4.

otice to Landlord. Landlord must be givenprior written notice of every assignment or subletting, and failure to do soshall be a default hereunder.

rohibitedAssignments/Subleases. Except as provided in Section 18.c above, in noevent shall this Lease be assignable by operation of any law, and Tenant’srights hereunder may not become, and shall not be listed by Tenant as an assetunder any bankruptcy, insolvency or reorganization proceedings. Acceptance ofRent by Landlord after any non-permitted assignment or sublease shall notconstitute approval thereof by Landlord,

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imitation on Rights ofAssignee/Sublessee. Intentionally Omitted.

enant Not Released. Noassignment or sublease shall release Tenant of any of its obligations under thisLease, unless such assignment is by way of merger or other corporatereorganization and Tenant will not be a surviving entity.

andlord’s Right to Collect SubleaseRents upon Tenant Default. If the Premises (or any portion) is sublet andTenant defaults under its obligations to Landlord, then Landlord is authorized,at its option, to collect all sublease rents directly from the Sublessee. Tenanthereby assigns the right to collect the sublease rents to Landlord in the eventof Tenant default. The collection of sublease rents by Landlord shall notrelieve Tenant of its obligations under this Lease, nor shall it create acontractual relationship between Sublessee and Landlord or give Sublessee anygreater estate or right to the Premises than contained in itsSublease.

xcess Rents. If Tenantassigns this Lease or subleases all or part of the Premises at a rental ratethat exceeds the rentals paid to Landlord, then any such excess, net of all reasonable costsincurred by Tenant in connection with such assignment or sublease, shall be paidover to Landlord by Tenant.

andlord’s Fees. Tenant shallpay Landlord an administration fee of $1,000.00 per assignment or subleasetransaction for which consent is required.

nauthorized Assignment orSublease. Any unauthorized assignment or sublease shall constitute adefault under the terms of this Lease. In addition to its other remedies forDefault, Landlord may elect to increase Base Rent to 150% of the Base Rentreserved under the terms of this Lease.

AMAGES TOPREMISES.

andlord’s RestorationObligations. If the Building or Premises are damaged by fire or othercasualty (“Casualty”), then Landlord shall repair and restore the Premises tosubstantially the same condition of the Premises immediately prior to suchCasualty, subject to the following terms and conditions:

|   |   |                                                                                                                                                                                                                                                                                                                  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | i.     | The      casualty must be insured under Landlord’s insurance policies, and      Landlord’s obligation is limited to the extent of the insurance proceeds      received by Landlord. Landlord’s duty to repair and restore the Premises      shall not begin until receipt of the insuranceproceeds. |
|   |   |                                                                                                                                                                                                                                                                                                                  |
|   | ii.    | Landlord’s      lender(s) must permit the insurance proceeds to be used for such repair      and restoration.                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                  |
|   | iii.   | Landlord      shall have no obligation to repair and restore Tenant’s trade fixtures,      decorations, signs, contents, or any Non-Standard Improvements to the      Premises.                                                                                                                                 |

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ermination of Lease byLandlord. Landlord shall have the option of terminating the Lease if: (i)the Premises is rendered wholly untenantable; (ii) the Premises is damaged inwhole or in part as a result of a risk which is not covered by Landlord’sinsurance policies; (iii) Landlord’s lender does not permit a sufficient amountof the insurance proceeds to be used for restoration purposes; (iv) the Premisesis damaged in whole or in part during the last year of the Term; or (v) theBuilding containing the Premises is damaged (whether or not the Premises isdamaged) to an extent of fifty percent (50%) or more of the fair market valuethereof. If Landlord elects to terminate this Lease, then it shall give noticeof the cancellation to Tenant within sixty (60) days after the date of theCasualty. Tenant shall vacate and surrender the Premises to Landlord withinfifteen (15) days after receipt of the notice of termination.

ermination of Lease byTenant. Tenant shall have the option of terminating the Lease if: (i)Landlord has failed to substantially restore the damaged Building or Premiseswithin one hundred eighty (180) days of the Casualty (“Restoration Period”);(ii) the Restoration Period has not been delayed by force Majeure, it beingagreed that Landlord’s lack of capital or insurance proceeds shall notconstitute forceMajeure; and (iii) Tenant gives Landlord notice of the termination withinfifteen 15 days after the end of the Restoration Period (as extended by anyforce Majeure delays);or if such casualty occurs within the last year of the Term. If Landlord isdelayed by forceMajeure, then Landlord must provide Tenant with notice of the delayswithin fifteen (15) days of the force Majeure event stating thereason for the delays and a good faith estimate of the length of thedelays.

enant’s RestorationObligations. Unless terminated, the Lease shall remain in full force andeffect, and Tenant shall promptly repair, restore, or replace Tenant’s tradefixtures, decorations, signs, contents, and any Non-Standard Improvements to thePremises that were not installed by Landlord prior to the Commencement Date. Allrepair, testoration or replacement shall be at least to the same condition asexisted prior to the Casualty. The proceeds of all Insurance carried by Tenanton its property shall be held in trust by Tenant for the purposes of suchrepair, restoration, or replacement.

ent Abatement. If thePremises is rendered substantially untenantable by the Casualty, then the Rentpayable by Tenant shall be fully abated. If the Premises is only partiallydamaged, then Tenant shall continue the operation of Tenant’s business in anypart not damaged to the extent reasonably practicable from the standpoint ofprudent business management, and Rent and other charges shall be abatedproportionately to the portion of the Premises rendered untenantable. Theabatement shall be from the date of the Casualty until the Premises have beensubstantially repaired and restored, or until Tenant’s business operations arerestored in the entire Premises, whichever shall first occur. However, if theCasualty is caused by the negligence or other wrongful conduct of Tenant or ofTenant’s subtenants, licensees, contractors, or invitees, or their respectiveagents or employees, and Landlord does not recover any loss of income or rentalinterruption insurance as a result of such Casualty, there shall be no abatementof Rent.

aiver of Claims. Theabatement of the Rent set forth above is Tenant’s exclusive remedy againstLandlord in the event of a Casualty. Tenant hereby waives all claims againstLandlord for any compensation or damage for loss of use of the whole or anypart

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EMINENTDOMAIN.

Effect onLease. If all of the Premises are taken under the power of eminent domain(or by conveyance in lieu thereof), then this Lease shall terminate as of thedate possession is taken by the condemnor, and Rent shall be adjusted betweenLandlord and Tenant as of such date. If only a portion of the Premises is takenand Tenant can continue use of the remainder in a manner reasonablysatisfactorily to Tenant for its business purposes, then this Lease will notterminate, but Rent shall abate in a just and proportionate amount to the lossof use occasioned by the taking.

Right toCondemnation Award. Landlord shall beentitled to receive and retain the entire condemnation award for the taking ofthe Building and Premises. Tenant shall have no right or claim against Landlordfor any part of any award received by Landlord for the taking. Tenant shall haveno right or claim for any alleged value of the unexpired portion of this Lease,or its leasehold estate, or for costs of removal, relocation, businessinterruption expense or any other damages arising out of such taking. Tenant,however, shall not be prevented from making a claim against the condemning party(but not against Landlord) for any moving expenses, loss of profits, or takingof Tenant’s personal property (other than its leasehold estate) to which Tenantmay be entitled; provided that any such award shall not reduce the amount of theaward otherwise payable to Landlord for the taking of the Building andPremises.

ENVIRONMENTALCOMPLIANCE.

.            Environmental Laws. The term“Environmental Laws” shall mean all now existing or hereafter enacted or issuedstatutes, laws, rules, ordinances, orders, permits and regulations of all state,federal, local and other governmental and regulatory authorities, agencies andbodies applicable to the Premises, pertaining to, environmental matters orregulating, prohibiting or otherwise having to do with asbestos and all othertoxic, radioactive, or hazardous wastes or materials including, but not limitedto, the Federal Clean Air Act, the Federal Water Pollution Control Act, and theComprehensive Environmental Response, Compensation, and Liability Act of 1980,as from time to time amended.

Tenant’sResponsibility. Tenant covenants andagrees that it will keep and maintain the Premises at alltimes in compliance with Environmental Laws. Tenant shall not (either with orwithout negligence) cause the escape, disposal or release of any biologically active orother hazardous substances, or materials on the Property. Tenant shall not allowthe storage or use of such substances or materials in any manner not sanctionedby law or in compliance with the highest standards prevailing in the industryfor the storage and use of such substances or materials, nor allow to be broughtonto the Property any such materials or substances except to use in the ordinarycourse of Tenant’s business, and then only after notice is given to Landlord ofthe identity of such substances or materials. No such notice shall be required,however, for commercially reasonable amounts of ordinary office supplies andjanitorial supplies. Tenant shall execute affidavits, representations and thelike, from time to time, at Landlord’s request, concerning Tenant’s bestknowledge and belief regarding the presence of hazardous substances or materialson the Premises.

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Tenant’sLiability. Tenant shall holdLandlord free, harmless, and indemnified from any penalty, fine, claim, demand,liability, cost, or charge whatsoever which Landlord shall incur, or whichLandlord would otherwise incur, by reason of Tenant’s failure to comply withthis Section 21 including, but not limited to: (i) the cost of full remediationof any contamination to bring the Property into the same condition as prior tothe Commencement Date and into full compliance with all Environmental Laws; (ii)the reasonable cost of all appropriate tests and examinations of the Premises toconfirm that the Premises and any other contaminated areas have been remediatedand brought into compliance with all Environmental Laws; and (iii) thereasonable fees and expenses of Landlord’s attorneys, engineers, and consultantsincurred by Landlord in enforcing and confirming compliance with this Section21.

Limitation onTenant’s Liability. Tenant’s obligationsunder this Section 21 shall not apply to any condition or matter constituting aviolation of any Environmental Laws: (i) which existed prior to the commencementof Tenant’s use or occupancy of the Premises; (ii) which was not caused, inwhole or in part, by Tenant or Tenant’s agents, employees, officers, partners,contractors or invitees; or (iii) to the extent such violation is caused by, orresults from the acts or neglects of Landlord or Landlord’s agents, employees,officers, partners, contractors, guests, or invitees.

Inspections byLandlord. Landlord and its engineers, technicians, and consultants (collectively the“Auditors”) may, from time to time as Landlord deems appropriate, conductperiodic tests and examinations (“Audits”) of the Premises to confirm andmonitor Tenant’s compliance with this Section 21. Such Audits shall be conductedin such a manner as to minimize the interference with Tenant’s Permitted Use;however in all cases, the Audits shall be of such nature and scope as shall bereasonably required by then existing technology to confirm Tenant’s compliancewith this Section 21. Tenant shall fully cooperate with Landlord and itsAuditors in the conduct of such Audits. The cost of such Audits shall be paid byLandlord unless an Audit shall disclose a material failure of Tenant to complywith this Section 21, in which case, the cost of such Audit, and the cost of allsubsequent Audits made during the Term and within thirty (30) days thereafter(not to exceed two (2) such Audits per calendar year), shall be paid for ondemand by Tenant.

Landlord’sLiability. Landlord represents andwarrants that, to the best of Landlord’s knowledge, there are nohazardous materials or biologically active substances on the Premises or theOffice Campus as of the Commencement Date in violation of any EnvironmentalLaws. Landlord shall indemnify and hold Tenant harmless from any liabilityresulting from Landlord’s violation of this representation and warranty.Landlord shall hold Tenant free, harmless, and indemnified from any penalty,fine, claim, demand, liability, cost, or charge whatsoever which Tenant shallincur, or which Tenant would otherwise incur, by reason of Landlord’s breach ofits representation and warranty set forth above. In the event that it isdiscovered that any hazardous material or biologically active substance ispresent in the Premises or on the Property (a “Discovery”), and such was notintroduced by Tenant or any of its agents, contractors or employees, thenLandlord shall cause any such hazardous substances or biologically activesubstances to be promptly, fully and properly cleaned-up and removed from thePremises and the Property, in compliance with all applicable laws, orders andregulations.

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[Title]. In the event of anyDiscovery that renders the Premises substantially untenantable or if Tenant’sability to access the Premises is substantially hindered, Tenant shall have theoption of terminating the Lease if: (i) Landlord has failed to substantiallyremove or remediate the Discovery within one hundred eighty (180) days of theCasualty (“Removal Period”); (ii) the Removal Period has not been delayed byforce Majeure, it being agreed thatLandlord’s lack of capital or insurance proceeds shall not constitute force Majeure; and (iii)Tenant gives Landlord notice of the termination within fifteen 15 days after theend of the Removal Period (as extended by any force Majeure delays); or if such Discovery occurswithin the last year of the Term. If Landlord is delayed by force Majeure, then Landlordmust provide Tenant with notice of the delays within fifteen (15) days of theforce Majeure eventstating the reason for the delays and a good faith estimate of the length of thedelays.

Property. For the purposes ofthis Section 21, the term “Property” shall include the Premises, Building, allCommon Areas, the real estate upon which the Building is located; all personalproperty (including that owned by Tenant); and the soil, ground water, andsurface water of the real estate upon which the Building islocated.

Liability AfterTermination of Lease. The covenants containedin this Section 21 shall survive the expiration or termination of this Lease,and shall continue for so long as either party or its respective successors andassigns may be subject to any expense, liability, charge, penalty, or obligationagainst which the other party has agreed to indemnify it or them under thisSection 21.

DEFAULT.

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|   | a.     | Tenant’s      Default. Tenant shall be in default under this Lease only if      Tenant: |
|   |   |                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   | i.                                                                                            | Fails      to pay when due any Base Rent, Additional Rent, or any other sum of money      which Tenant is obligated to pay, as provided in this Lease and such      failure continues for a period of five (5) days of written notice thereof      from Landlord, provided that Landlord shall not be obligated to provide      such notice more than twice in any twelve month period;                                                                                   |
|   |   |                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   | ii.                                                                                           | Breaches      any other agreement, covenant or obligation in this Lease and such breach      is not remedied within thirty (30) days after Landlord gives Tenant notice      specifying the breach, or if such breach cannot, with due diligence, be      cured within thirty (30) days, Tenant does not commence curing within      thirty (30) days and with reasonable diligence completely cure the breach      within a reasonable period of time after the  notice; |

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|   |   | iii.   | Files      any petition or action for relief under any creditor’s law (including      bankruptcy, reorganization, or similar action), either in state or federal      court, or has such a petition or action filed against it which is not      stayed or vacated within ninety (90) days after filing;  or                         |
|   |   |   |                                                                                                                                                                                                                                                                                                                                       |
|   |   | iv.    | Makes      any transfer in fraud of creditors as defined in Section 548 of the United      States Bankruptcy Code (11 U.S.C. 548, as amended or replaced), has a      receiver appointed for its assets (and the appointment is not stayed or      vacated within ninety (90) days), or makes an assignment for benefit of      creditors. |
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Landlord’s Remedies. In theevent of a Tenant default, Landlord at its option may do one or more of thefollowing:

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|   |   | i.     | Terminate      this Lease and recover all damages caused by Tenant’s breach, including      damages for lost future rent;                                                                                                                                                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                     |
|   |   | ii.    | Repossess      the Premises, with or without terminating, and relet the Premises at such      amount as Landlord deems reasonable;                                                                                                                                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                     |
|   |   | iii.   | Declare      the entire remaining Base Rent and Additional Rent immediately due and      payable, such amount to be discounted to its present value at a discount      rate equal to the U.S. Treasury Bill or Note rate with the closest      maturity to the remaining term of the Lease as selected by      Landlord; |
|   |   |   |                                                                                                                                                                                                                                                                                                                     |
|   |   | iv.    | Bring      action for recovery of all amounts due from Tenant;                                                                                                                                                                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                     |
|   |   | v.     | Seize      and hold any personal property of Tenant located in the Premises and      assert against the same a lien for monies due Landlord;                                                                                                                                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                     |
|   |   | vi.    | Lock      the Premises and deny Tenant access thereto without obtaining any court      authorization; or                                                                                                                                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                     |
|   |   | vii.   | Pursue      any other remedy available in law orequity.                                                                                                                                                                                                                                                                  |

Landlord’s Expenses; AttorneysFees. Allreasonable expenses of Landlord in repairing, restoring, or altering thePremises for reletting as general office space, together with leasing fees andall other expenses in seeking and obtaining a new Tenant, shall be charged toand be a liability of Tenant. Landlord’s reasonable attorneys’ fees in pursuingany of the foregoing remedies, or in collecting any Rent or Additional Rent dueby Tenant hereunder, shall be paid by Tenant.

Remedies Cumulative. Allrights and remedies of Landlord are cumulative, and the exercise of any oneshall not be an election excluding Landlord at any other time from exercise of adifferent or inconsistent remedy. No exercise by Landlord of any right or remedygranted herein shall constitute or effect a termination of this Lease unlessLandlord shall so elect by notice delivered to Tenant. The failure of Landlordto exercise its rights in connection with this Lease or any breach or violationof any term, or any subsequent breach of the same or any other term, covenant orcondition herein contained shall not be a waiver of such term, covenant orcondition or any subsequent breach of the same or any other covenant orcondition herein contained. In the event of a default hereunder by Tenant,Landlord shall use its commercially reasonable efforts to mitigate the damagessuffered by Landlord in connection with such breach, provided, however, thatsuch mitigation shall not prevent Landlord from exercising Landlord’s remediesunder Sections 22.b.iii and 22.b.iv above.

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No Accord and Satisfaction.No acceptance by Landlord of a lesser sum than the Rent, Additional Rent andother sums then due shall be deemed to be other than on account of the earliestinstallment of such payments due, nor shall any endorsement or statement on anycheck or any letter accompanying any check or payment be deemed as accord andsatisfaction, and Landlord may accept such check or payment without prejudice toLandlord’s right to recover the balance of such installment or pursue any otherremedy provided in this Lease.

No Reinstatement. No payment of money byTenant to Landlord after the expiration or termination of this Lease shallreinstate or extend the Term, or make ineffective anynotice of termination given to Tenant prior to the payment of such money. Afterthe service of notice or the commencement of a suit, or after final judgmentgranting Landlord possession of the Premises, Landlord may receive and collectany sums due under this Lease, and the payment thereof shall not makeineffective any notice or in any manner affect any pending suit or any judgmentpreviously obtained.

Summary Ejectment. Tenant agrees that inaddition to all other rights and remedies Landlord may obtain an order forsummary ejectment from any court of competent jurisdiction without prejudice toLandlord’s rights to otherwise collect rents or breach of contract damages fromTenant.

Landlord Default. Landlordshall be in default under this Lease if Landlord breaches any agreement,covenant or obligation in this Lease and such breach is not remedied withinthirty (30) days after Tenant gives Landlord written notice specifying thebreach, or if such breach cannot, with due diligence, be cured within thirty(30) days, Landlord does not commence curing within thirty (30) days and withreasonable diligence completely cure the breach within a reasonable period oftime after the notice.

MULTIPLE DEFAULTS. Tenantacknowledges that any rights or options of first refusal, or to extend the Term,to expand the size of the Premises, to purchase the Premises or the Building, orother similar rights or options which have been granted to Tenant under thisLease are conditioned upon the prompt and diligent performance of the terms ofthis Lease by Tenant. Accordingly, should Tenant materially default under thisLease on four (4) or more occasions during the twenty-four (24) month periodprior to the permitted exercise of such right or option, in addition to allother remedies available to Landlord, all such rights and optionsshall  automatically, and without further action on the part of anyparty, expire and be of no further force and effect.

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BANKRUPTCY.

Trustee’s Rights. Landlord and Tenanttunderstand that, notwithstanding contrary terms in this Lease, a trustee ordebtor in possession under the United States Bankruptcy Code, as amended, (the“Code”) may have certain rights to assume or assign this Lease. This Lease shallnot be construed to give the trustee or debtor in possession any rights greaterthan the minimum rights granted under the Code.

Adequate Assurance. Landlordand Tenant acknowledge that, pursuant to the Code, Landlord is entitled toadequate assurances of future performance of the provisions of this Lease. Theparties agree that the term “adequate assurance” shall include at least thefollowing:

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|   | i.     | In      order to assure Landlord that any proposed assignee will have the      resources with which to pay all Rent payable pursuant to the provisions of      this Lease, any proposed assignee must have, as demonstrated to Landlord’s      satisfaction, a net worth (as defined in accordance with generally      accepted accounting principles consistently applied) of not less than the      net worth of Tenant on the Effective Date (as hereinafter defined),      increased by seven percent (7%), compounded annually, for each year from      the Effective Date through the date of the proposed assignment. It is      understood and agreed that the financial condition and resources of Tenant      were a material inducement to Landlord in entering into this      Lease. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ii.    | Any      proposed assignee must have been engaged in the conduct of business for      the five (5) years prior to any such proposed assignment, which business      does not violate the Use provisions under Section 4 above, and such      proposed assignee shall continue to engage in the Permitted Use under      Section 4. It is understood that Landlord’s asset will be substantially      impaired if the trustee in bankruptcy or any assignee of this Lease makes      any use of the Premises other than the Permitted  Use.                                                                                                                                                                                                                                                       |

Assumption of LeaseObligations. Any proposed assignee of this Lease must assume and agree tobe personally bound by the provisions of this Lease.

NOTICES.

Addresses. All notices,demands and requests by Landlord or Tenant shall be sent to the Notice Addressesset forth in Section 1m, or to such other address as a party may specify by dulygiven notice.

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Form; Delivery; Receipt.ALL NOTICES, DEMANDS ANDREQUESTS WHICH MAY BE GIVEN OR WHICH ARE REQUIRED TO BE GIVEN BY EITHER PARTY TOTHE OTHER MUST BE IN WRITING UNLESS OTHERWISE SPECIFIED. Notices, demandsor requests shall be deemed to have been properly given for all purposesif  (i) delivered against a written receipt of delivery, (ii) mailedby express, registered or certified mail of the United States Postal Service,return receipt requested, postage prepaid, or (iii) delivered to a nationallyrecognized overnight courier service for next business day delivery to thereceiving party’s address as set forth above or (iv) delivered via telecopier orfacsimile transmission to the facsimile number listed above, with an originalcounterpart of such communication sent concurrently as specified in subsection(ii) or (iii) above and with written confirmation of receipt of transmissionprovided. Each such notice, demand or request shall be deemed to have beenreceived upon the earlier of the actual receipt or refusal by the addressee orthree (3) business days after deposit thereof at any main or branch UnitedStates post office if sent in accordance with subsection (ii) above, and thenext business day after deposit thereof with the courier if sent pursuant tosubsection (iii) above.

 Address Changes. The partiesshall notify the other of any change in address, which notification must be atleast fifteen (15) days in advance of it being effective.

Notice by Legal Counsel.Notices may be given on behalf of any party by such party’s legalcounsel.

HOLDING OVER. If Tenant holdsover after the Expiration Date or other termination of this Lease, such holdingover shall not be a renewal of this Lease but shall create atenancy-at-sufferance. Tenant shall continue to be bound by all of the terms andconditions of this Lease, except that during such tenancy-at-sufferance Tenantshall pay to Landlord (i) Base Rent at the rate equal to one hundred fiftypercent (150%) of that provided for as of the expiration or termination date,and (ii) any and all Operating Expenses and other forms of Additional Rentpayable under this Lease. The increased Rent during such holding over isintended to compensate Landlord partially for losses, damages and expenses,including frustrating and delaying Landlord’s ability to secure a replacementtenant. If Landlord loses a prospective tenant because Tenant fails to vacatethe Premises on the Expiration Date or any termination of the Lease after noticeto do so, then Tenant will be liable for such damages as Landlord can provebecause of Tenant’s wrongful failure to vacate.

RIGHT TO RELOCATE.[INTENTIONALLY DELETED]

BROKER’SCOMMISSIONS.

Broker. Each party representsand warrants to the other that it has not dealt with any real estate broker,finder or other person with respect to this Lease in any manner, except theBroker identified in Section 1n.

Landlord’s Obligation.Landlord shall pay any commissions or fees that are payable to the Broker withrespect to this Lease pursuant to Landlord’s separate agreement with theBroker.

Indemnity. Each party shallindemnify and hold the other party harmless from any and all damages resultingfrom claims that may be asserted against the other party by any other broker,finder or other person (including, without limitation, any substitute orreplacement broker claiming to have been engaged by indemnifying party in thefuture), claiming to have dealt with the indemnifying party in connection withthis Lease or any amendment or extension hereto, or which may result in Tenantleasing other or enlarged space from Landlord. The provisions of this Sectionshall survive the termination of this Lease.

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MISCELLANEOUS.

No Agency. Tenant is not, maynot become, and shall never represent itself to be an agent of Landlord, andTenant acknowledges that Landlord’s title to the Building is paramount, and thatit can do nothing to affect or impair Landlord’s title.

Force Majeure. The term “force majeure” means: fire, flood,extreme weather, labor disputes, strike, lock-out, riot, government interference(including regulation, appropriation or rationing), unusual delay ingovernmental permitting, unusual delay inn deliveries or unavailability ofmaterials, unavoidable casualties, Act of God, or other causes beyond theLandlord’s reasonable control.

Building StandardImprovements. The term “BuildingStandard Improvements” shall mean the standards for normal construction ofgeneral office space within the Building as specified by Landlord, includingdesign and construction standards, electrical load factors, materials, fixturesand finishes, and shall include, without limitation, the items listed on Exhibit B.

Limitation on Damages. Notwithstanding anyother provisions in this Lease, Landlordshall not be liable to Tenant for any special, consequential, incidental orpunitive damages.

Satisfaction of Judgments AgainstLandlord. If Landlord, or its employees, officers, directors,stockholders or partners are ordered to pay Tenant a money judgment because ofLandlord’s default under this Lease, said money judgment may only be enforcedagainst and satisfied out of: (i) Landlord’s interest in the Building in whichthe Premises are located including the rental income and proceeds from sale; and(ii) any insurance or condemnation proceeds received because of damage orcondemnation to, or of, said Building that are available for use by Landlord. Noother assets of Landlord or said other parties exculpated by the precedingsentence shall be liable for, or subject to, any such moneyjudgment.

Interest. Should Tenant fail topay any amount due to Landlord within 30 days of the date such amount is due(whether Base Rent, Additional Rent, or any other payment obligation), then theamount due shall begin accruing interest at the rate of 12% per annum,compounded monthly, or the highest permissible rate under applicable usury law,whichever is less, until paid.

Legal Costs. Should eitherparty prevail in any legal proceedings against the other for breach of anyprovision in this Lease, then such non-prevailing party shall be liable for thecosts and expenses of the prevailing party, including itsreasonable attorneys’ fees (at all tribunal levels).

Sale of Premises orBuilding. Landlord may sell thePremises or the Building without affecting the obligations of Tenant hereunder;upon the sale of the Premises or the Building, Landlord shall be relieved of allresponsibility for the Premises and shall be released from any liabilitythereafter accruing under this Lease provided the purchaser of the Propertyassumes this Lease in writing.

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Time of the Essence. Time isof the essence in the performance of all obligations under the terms of thisLease.

j.           Transfer of Security Deposit.If any Security Deposit or prepaid Rent has been paid by Tenant, Landlord maytransfer the Security Deposit or prepaid Rent to Landlord’s successor and uponsuch transfer, Landlord shall be released from any liability for return of theSecurity Deposit or prepaid Rent.

Tender of Promises. The delivery of a keyor other such tender of possession of the Premises to Landlord or to an employeeof Landlord shall not operate as a termination of this Lease or a surrender ofthe Premises unless requested in writing by Landlord.

Tenant’s FinancialStatements. Upon reasonable requestof Landlord not exceeding once in any calendar year, Tenant agrees to causeGuarantor (as defined in Exhibit E to this Lease) tofurnish to Landlord copies of Guarantor’s most recent annual, quarterly andmonthly financial statements, audited if available. The financial statementsshall be prepared in accordance with generally accepted accounting principles,consistently applied. The financial statements shall include a balance sheet anda statement of profit and loss, and the annual financial statement shall alsoinclude a statement of changes in financial position and appropriate explanatorynotes. Landlord may deliver the financial statements to any prospective orexisting mortgagee or purchaser of the Building.

Recordation. This Lease may not berecorded without Landlord’s prior written consent, but Tenant and Landlordagree, upon the request of the other party, to execute a memorandum hereof forrecording purposes.

Partial Invalidity. The invalidity of anyportion of this Lease shall not invalidate the remaining portions of theLease.

Binding Effect. This Lease shall bebinding upon the respective parties hereto, and upon their heirs, executors,successors and assigns.

Entire Agreement. This Leasesupersedes and cancels all prior negotiations between the parties, and nochanges shall be effective unless in writing signed by both parties. Tenantacknowledges and agrees that it has not relied upon any statements,representations, agreements or warranties except those expressed in this Lease,and that this Lease contains the entire agreement of the parties hereto withrespect to the subject matter hereof. All Exhibits referenced herein are made apart hereof as if set out in full herein.

Good Standing. If requestedby Landlord, Tenant shall furnish reasonable appropriate legal documentationevidencing the valid existence in good standing of Tenant, and the authority ofany person signing this Lease to act for the Tenant. If Tenant signs as acorporation, each of the persons executing this Lease on behalf of Tenant doeshereby covenant  and warrant that Tenant is a duly authorized andexisting corporation, that Tenant has and is qualified to do business in theState in which the Premises are located, that the corporation has a full rightand authority to enter into this Lease and that each of the persons signing onbehalf of the corporation is authorized to do so.

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Terminology. The singularshall include the plural, and the masculine, feminine or neuter includes theother.

Headings. Headings of sectionsare for convenience only and shall not be considered in construing the meaningof the contents of such section.

Choice of Law. This Lease shall beinterpreted and enforced in accordance with the laws of the State in which thePremises are located.

Effective Date. Thesubmission of this Lease to Tenant for review does not constitute a reservationof or option for the Premises, and this Lease shall become effective as acontract only upon the execution and delivery by both Landlord and Tenant. Thedate of execution shall be entered on the top of the first page of this Lease byLandlord, and shall be the date on which the last party signed the Lease, or asotherwise may be specifically agreed by both parties. Such date, once inserted,shall be established as the final day of ratification by all parties to thisLease, and shall be the date for use throughout this Lease as the “EffectiveDate”.

Generator License Agreement andSatellite Antenna Agreement. Landlord and Tenant have agreed upon theform of a Generator License Agreement and a Satellite Agreement, copies of whichare attached hereto as ExhibitsH and I,respectively. The parties shall use the forms in the event the parties agree onthe placement of a generator or satellite antenna, as applicable, and Landlordshall not unreasonably withhold such agreement,

Confidentiality. Landlordagrees that it shall not issue any press release that includes the name ofTenant or the guarantor of the Lease, or any derivative of either such name orthat in any way identifies Tenant orsuch guarantor, in connection with this Lease or otherwise. Notwithstanding theforegoing, Landlord may (i) disclose the identity of Tenant in connection withany filings required by law; and (ii) disclose in a press release that it hasleased space to a leading clinical research organization.

OPTIONS TO RENEW LEASETERM.

Option to Extend. Tenant shall have theright and option to renew the Lease (the “Renewal Options”) for two (2)additional periods of five (5) years each (the “Renewal Lease Terms”) (aseparate notice is required. for each Renewal Lease Term); provided, however,such Renewal Option is contingent upon the following (i) Tenant is not indefault at the time Tenant gives Landlord notice of Tenant’s intention toexercise the Renewal Option; (ii) upon the Expiration Date or the expiration ofany Renewal Lease Term, Tenant has no outstanding default; (iii) no event hasoccurred that upon notice or the passage of time would constitute a default;(iv) Tenant is not disqualified by multiple defaults as provided in the Lease;and (v) Tenant or its permitted assignee or sublessee is occupying the Premises.Following the expiration of the second Renewal Lease Term, Tenant shall have nofurther right to renew the Lease pursuant to this RenewalOption.

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Exercise of Option. Tenantshall exercise each Renewal Option by giving Landlord notice at least threehundred sixty-five (365) days prior to the Expiration Date or the last day ofany Renewal Lease Term. If Tenant fails to give such notice to Landlord prior tosaid three hundred sixty-five (365) day period, then Tenant shall forfeit theRenewal Option. If Tenant exercises the Renewal Option, then during any suchRenewal Lease Term, Landlord and Tenant’s respective rights, duties andobligations shall be governed by the terms and conditions of the Lease. Time isof the essence in exercising the Renewal Option.

Term. If Tenant exercises theRenewal Option, then during any such Renewal Lease Term, all references to theterm “Term”, as used in the Lease, shall mean the “Renewal LeaseTerm”.

Suspension of Renewal Option onTransfer by Tenant. In the event that at anytime prior to the time that Tenant exercises a Renewal Option, Tenant hassubleased all of the Premises to a subtenant, and Landlord provides notice toTenant that in Landlord’s reasonable judgment, acting in good faith, suchsubtenant is (i) involved in on-going criminal activities, including withoutlimitation illegal drug trafficking; or (ii) in violation of any laws relatingto terrorism or money laundering, including Executive Order No. 13224 onTerrorist Financing (effective September 24, 2001), and the Uniting andStrengthening America by Providing Appropriate Tools Required to Intercept andObstruct Terrorism Act of 2001 (Pubic Law107-56); or (iii) engaged in a business or use at the Premises other than theuse permitted under the Lease; or (iv) of a type of tenant that Landlord wouldnot normally accept as a tenant in Landlord’s properties that are similar innature to the Building, based upon Landlord’s judgment of such tenant’sbusiness, financial condition, business history, proposed use or other similarlawful considerations, then upon Tenant’s receipt of such notice, Tenant’sRenewal Rights set forth in this Section 30 shall be suspended for so long assuch Subtenant remains a subtenant of Tenant of the Premises.

          Base Rent for Renewal LeaseTerm. TheMinimum Base Rent for the Renewal Lease Term shall be at the Fair Market RentalRate, determined as follows:

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|   | i.     | Definition. The term      “Fair Market Rental Rate” shall mean the market rental rate for the time      period such determination is being made for office space in class “A”      office buildings in the Brentwood/Cool Springs, Tennessee area (“Area”) of      comparable condition for space of equivalent quality, size, utility and      location. Such determination shall take into account all relevant factors,      including, without limitation, the following matters: the credit standing      of Tenant; the length of the term; expense stops; the fact that Landlord      will experience no vacancy period and that Tenant will not suffer the      costs and business interruption associated with moving its offices and      negotiating a new lease; construction allowances and other tenant      concessions that would be available to tenants comparable to Tenant in the      Area (such as moving expenses allowance, free rent periods, and lease      assumptions and take-over provisions, if any, but specifically excluding      the value of improvements installed in the Premises at Tenant’s cost), and      whether adjustments are then being made in determining the rental rates      for renewals in the Area because of concessions offered by Landlord to      Tenant (or the lack thereof for the Renewal Lease Term in question). For      purposes of such calculation, a commission in connection with the Renewal      Lease Term in question, to be paid by Landlord to a representative of      Tenant, and based on then current market rates, shall be included to the      extent actually required to bepaid. |

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|   | ii.    | Determination. Landlord shall      deliver to Tenant notice of the Fair Market Rental Rate (the “FMR Notice”)      for the Premises for the Renewal Lease Term in question within thirty (30)      days after Tenant exercises the option giving rise for the need to      determine the Fair Market Rental Rate. If Tenant disagrees with Landlord’s      assessment of the Fair Market Rental Rate specified in a FMR Notice, then      it shall so notify Landlord in writing with fifteen (15) business days      after delivery of such FMR Notice; otherwise, the rate set forth in such      notice shall be the Fair Market Rental Rate. If Tenant timely delivers to      Landlord notice that Tenant disagrees with Landlord’s assessment of the      Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to      determine the Fair Market Rental Rate. If Tenant and Landlord are unable      to agree on such Fair Market Rental Rate within ten (10) business days      after Tenant notifies Landlord of Tenant’s disagreement with Landlords’      assessment thereof, then Landlord and Tenant shall appoint an independent      real estate appraiser with at least five (5) years’ commercial real estate      appraisal experience in the Area market. The two appraisers shall then,      within ten (10) days after their designation, select an independent third      appraiser with like qualification. If the two appraisers are unable to      agree on the third appraiser within such ten (10) days period, either      Landlord or Tenant, by giving five (5) days prior notice thereof to the      other, may apply to the then presiding Clerk of Circuit Court of Davidson      County for selection of a third appraiser who meets the qualifications      stated above. Within fifteen (15) business days after the selection of the      third appraiser, a majority of the appraisers shall determine the Fair      Market Rental Rate. If a majority of the appraisers is unable to agree      upon the Fair Market Rental Rate by such time, then the two (2) closest      appraisals shall be averaged and the average will be the Fair Market      Rental Rate. Tenant shall bear the entire costs of the appraisers.      Notwithstanding the foregoing, in the event the Fair Market Rental Rate is      determined by the appraisers as described above, Tenant shall have five      (5) business days after the receipt of the establishment of the Fair      Market Rental Rate to withdrew the exercise of the Renewal      Option. |
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|   | iii.   | Administration. If Tenant has      exercised the Renewal Option and the Fair Market Rental Rate for the      Renewal Lease Term has not been determined in accordance with this Lease      by the time that Rent for the Renewal Lease Term is to commence in      accordance with the terms hereof, then Tenant shall pay Rent for the      Renewal Lease Term based on the Fair Market Rental Rate proposed by      Landlord pursuant to this Lease until such time as the Fair Market Rental      Rate has been so determined, at which time appropriate cash adjustments      shall be made between Landlord and Tenant such that Tenant is charged Rent      based on the Fair Market Rental Rate (as finally determined pursuant to      this Lease) for the Renewal Lease Term during the interval in      question.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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EXPANSION OPTIONS OFTENANT.

Right of First Refusal. During the Lease,Tenant shall have a continual right of first refusal on any space that becomesavailable in the Building, subject to the extension, expansion, renewal or otherrights of other tenants (each a “Third Party Tenant”) in the Building or otherbuildings owned by Landlord on the Office Campus.

Other Tenant Leases. As anadditional right to the right of first refusal provided in Section 31.a above,during the first seven (7) years of the Term, Tenant shall have a continuingright of first refusal on any space that becomes available within the Building,and Landlord shall not grant to any other Third Party Tenant any extension ofpremises or renewal of the lease of such Third Party Tenant (each a “Third PartyLease”) unless such Third Party Tenant is exercising an option to extend orrenew granted in the Third Party Lease or such Third Party Tenant expands itsexisting space and extends the term of the Third Party Lease to provide that thetermination of the Third Party Lease is coterminous with the lease for theexpanded space. Notwithstanding and without limiting the foregoing, if Tenantprovides written notice to Landlord no later than January 31, 2008 of Tenant’sintent to lease the space thereunder, Landlord shall not grant any renewal ofthat certain lease between Landlord and Title Enterprise Services Company, LLCdated March 18, 2002 for 5,673 square feet of space in theBuilding.

Exercise of Right of FirstRefusal. In addition to the contingencies listed in Section 31.d below,Tenant’s right of first refusal under this Section shall require that Tenantprovide written notice to Landlord of the exercise of such right within ten (10)business days after written notice from Landlord thereof (each, an “AvailabilityNotice”). Within ten (10) business days after receipt of a request from Tenant,Landlord shall provide to Tenant an Availability Notice on all space in theBuilding or the Office Campus that is not currently leased or the subject of anexecuted letter of intent, provided that Tenant shall not be entitled to makesuch request moree than four (4) times in any twelve month period. Tenant’sfailure to exercise such right as provided above shall remove such space fromTenant’s right of first refusal, provided that within two hundred seventy (270)days after the date of Tenant’s receipt of the Availability Notice with respectthereto, Landlord has entered into a lease with such third party or has executeda letter of intent with the third party and is diligently working to enter intosuch lease, in which case the two hundred seventy day period shall be extendedas long as Landlord and the third party are actively negotiating the terms ofsuch lease. In addition to the written notice from Landlord, Landlord shall,upon request of Tenant therefor, provide to Tenant a list of Third PartyLeases  that will expire within seven (7) years of the CommencementDate and the date, if any, that such Third Party Tenants must exercise rights ofrenewal or extension.

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Contingency. Tenant’s rightof first refusal under this Section is contingent upon the following, alleffective as of the date such right of first refusal is exercised by Tenant: (i)Tenant is not in default under the Lease; (ii) no event has occurred that uponnotice or the passage of time would constitute a default; (iii) Tenant is notdisqualified by multiple defaults as provided in the Lease; and (iv) Tenant orits permitted assignee is occupying the Premises.

.           Rent and Term. In the eventTenant exercises on one or more occasion any right of first refusal under thisSection, the space within the Building added under the right of first refusal(the “Added Space”) will be added to the Premises and the Base Rent for theInitial Premises and all other provisions of this Lease shall be applicable tothe Added Space. In the event that the Added Space is unfinished shell space(“Shell Space”), the term for such Added Space shall be the greater of (i) notless than five (5) years or (ii) Term of the Lease, as extended or renewed. Inthe event that the Added Space is second generation, finished space (“FinishedSpace”), the term for the Added Space shall be the greater of (i) not less thanthree (3) years or (ii) Term of the Lease, as extended or renewed. Commencementof Base Rent and Additional Rent payments, for Finished Space, shall occur onthe earlier of (i) occupancy by Tenant or (ii) two (2) months after delivery ofpossession to Tenant of the Added Space in broom-clean and vacant condition.Commencement of Base Rent and Additional Rent payments for Shell Space, shalloccur on the earlier of (i) occupancy by Tenant or (ii) three (3) months afterLandlord provides possession to Tenant of the Added Space in broom-clean andvacant condition with Base Building Improvements completed.

Improvement Allowance. Landlord shall grant anAllowance for the Tenant in the amount of $25.00 per rentable square foot forShell Space and an Allowance of $2.00 per rentable square foot for each year ofthe term established for Finished Space, not to exceed $12.00 per rentablesquare foot, and Landlord and Tenant will execute a Workletter for the AddedSpace in the form of ExhibitB attached hereto and incorporated herein by reference.

Space in OtherBuildings. Subject toavailability, in the event that Tenant has additional space needs that cannot bemet in the Building, but additional buildings are constructed, owned andcontrolled by Landlord or an affiliate of Landlord in the Office Campus (each, a“Related Building”), Landlord will extend to Tenant the option of leasingadditional space in such other buildings under terms set forth above inSubsections 31.c, e and f (the “Rent Terms”). In addition, following the initiallease term of any space in a Related Building, and subject to the rights of anyThird Party Tenant in such Related Building, Tenant shall have the right offirst offer on any space which Landlord or the owner or manager of such RelatedBuilding Intends to offer to the general market on the Rent Terms. Landlordshall provide to Tenant notice of such space being available and the terms andconditions on which Landlord is willing too lease such space. If Tenant desiresto lease such space it shall provide notice of such election to Landlord withinten (10) days after its receipt of the availability notice from Landlord. IfTenant fails to notify Landlord that it elects to lease such space, Landlordshall be free to lease such space to a third party on substantially the sameterms and conditions offered to Tenant. If Landlord does not within two hundredseventy (270) days after the date of Tenant’s receipt of the Availability Noticewith  respect thereto, enter into a lease or execute a letter ofintent with the third party and thereafter diligently negotiate to enter intosuch lease, Landlord shall first offer the space to Tenant again before offeringsuch space to the general market.

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 ASSIGNMENT AND ASSUMPTION OF TENANT’SEXISTING LEASE.

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EXHIBITS.

|   |   |                                         |
|--------|--------|----------------------------------------------|
|   | a.     | Exhibit A —Premises               |
|   |   |                                         |
|   | b.     | Exhibit A-1 —Swing      Premises       |
|   |   |                                         |
|   | c.     | Exhibit B — Workletter                 |
|   |   |                                         |
|   | d.     | Exhibit C — Rules and      Regulations |
|   |   |                                         |
|   | e.     | Exhibit D — Commencement      Letter   |
|   |   |                                         |
|   | f.     | Exhibit E — Guaranty of      Lease     |
|   |   |                                         |
|   | g.     | Exhibit F — HVAC      Specifications   |
|   |   |                                         |

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|   | h.     | Exhibit G — Cleaning      Specifications             |
|--------|--------|------------------------------------------------------------|
|   |   |                                                       |
|   | i.     | Exhibit H — Form of Generator License      Agreement |
|   |   |                                                       |
|   | j.     | Exhibit I — Form of Satellite      Agreement         |
|   |   |                                                       |
|   | k.     | Exhibit J — Site Plan of Office      Campus          |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | i.     | Municipal      or other governmental inspectors require changes to the Premises such as      additional exit lights, fire damper or whatever other changes they may      require. In such event, Landlord will notify the Tenant of the required      changes, but the cost of such changes and any delay associated with such      changes shall be the responsibility of the Tenant. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ii.    | Tenant      makes changes to the Plans or requests additional work. Tenant will be      notified of the cost and any delays that would result from the change by a      change order signed by Tenant before the changes are implemented. Any      actual delays caused by such changes shall not delay the Commencement Date      of the Lease.                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
|   | iii.   | Any      errors or omissions in the Plans or specifications which require changes.      Landlord will notify the Tenant of the required changes, but the cost of      such changes and any actual delay associated with such changes shall be      the responsibility of the Tenant, and shall not delay the commencement      date of the Lease.                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
|   | iv.    | Materials      are not readily available, require quick ship charges, or require      substitution.                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
|   | v.     | The      upfit schedule requires Express Review to get permits, which will increase      the costs of the permittingprocess.                                                                                                                                                                                                                                                           |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | i.     | Tenant’s      failure to approve the space plan within the time    specified;                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   | ii.    | Tenants      failure to furnish to Landlord the final Plans on or before the Tenant      Plan Delivery Date;                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   | iii.   | Tenant’s      failure to approve Landlord’s cost estimates;                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   | iv.    | Tenant’s      failure to timely respond to change orders;                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   | v.     | Tenant’s      changes in the Tenant Improvements or the Plans (notwithstanding      Landlord’s approval of any such changes);                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   | vi.    | Tenant’s      request for changes in or modifications to the Plans subsequent to the      Tenant Plan Delivery Date;                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   | vii.   | Inability      to obtain materials, finishes or installations requested by Tenant that      are not part of the Building Standard Improvements, but only if such      inability results from a force      Majeure;                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   | viii.  | The      performance of any work by any person, firm or corporation employed or      retained by Tenant; or                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   | ix.    | Any      other act or omission by Tenant or its agents, representatives, and/or      employees;                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | then,      in any such event, for purposes of determining the Commencement Date, the      Premises shall be deemed to have been delivered to Tenant on the date that      Landlord and Architect reasonably and in good faith determine that the      Premises would have been substantially completed and ready for delivery if      such delay or delays had notoccurred. |

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|   |                                                                                    |                                                                                      |
|--------|-----------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|
|   | Tenant:                                                                                 |                                                                                      |
|   |                                                                                    |                                                                                      |
|   | ICON      CLINICAL RESEARCH INC.,a      Pennsylvania corporation                        |
|   |                                                                                    |                                                                                      |
|   | By:                                                                                     |                                                                                      |
|   |                                                                                    |                                                                                      |
|   | Printed      Name:                                                                      |                                                                                      |
|   |                                                                                    |                                                                                      |
|   | Title:                                                                                  |                                                                                      |
|   |                                                                                    |                                                                                      |
|   | Date:                                                                                   |                                                                                      |
|   |                                                                                    |                                                                                      |
|   | Landlord:                                                                               |                                                                                      |
|   |                                                                                    |                                                                                      |
|   | HIGHWOODS      REALTY LIMITEDPARTNERSHIP,      a North Carolinalimited      partnership |
|   |                                                                                    |
|   | By:                                                                                     | Highwoods      Properties, Inc.,a      Maryland corporation,its      sole general partner |
|   |                                                                                    |                                                                                      |
|   | By:                                                                                     |                                                                                      |
|   |                                                                                    |                                                                                      |
|   | Printed      Name:                                                                      | W.      Brian Reames                                                                      |
|   |                                                                                    |                                                                                      |
|   | Title:                                                                                  | Vice      President                                                                       |
|   |                                                                                    |                                                                                      |
|   | Date:                                                                                   |                                                                                      |

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|   |             |   |
|--------|------------------|--------|
|   | ICON      PLC    |   |
|   |             |   |
|   | By:              |   |
|   |             |   |
|   | Print      Name: |   |
|   |             |   |
|   | Title:           |   |
|   |             |   |
|   | Date:            |   |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     | Vacuum      clean all carpeted areas.                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 2.     | Sweep      and dust mop all non-carpeted areas. Wet mop whenever necessary. Spray      buff and/or wash and polish all tile floors once per  month.                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.     | All      office furniture such as desks, chairs, files, filing cabinets, etc. shall      be dusted with a clean treated dust cloth whenever necessary and only if      such surfaces are clear of Tenant’s personal property including but not      limited to plants.                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.     | Intentionally      deleted.                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 5.     | Empty      wastepaper baskets and remove waste to the designated    areas.                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 6.     | All      vertical surfaces within arms reach shall be spot cleaned to remove finger      marks and smudges. Baseboard and window sills are to be spot cleaned      whenever necessary.                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 7.     | All      cleaning of cafeterias, vending areas, kitchen facilities are excluded.      Tenant may make necessary arrangements for same directly with Landlord’s      cleaning maintenance company.                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 8.     | Cleaning      hours shall be Monday through Friday between 5:30 p.m. and 11:00      p.m.                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9.     | No      cleaning service Is provided on Saturday, Sunday and Building      Holidays.                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.    | Cartons      or refuse in excess which can not be placed in wastebaskets will be marked      “Trash” by Tenant for removal.                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 11.    | Cleaning      maintenance company will not remove nor clean tea, coffee cups or similar      containers unless placed in proper waste basket. If such liquids are      spilled in waste baskets, the waste baskets will be emptied but not      otherwise cleaned. Landlord will not be responsible for any stained carpet      caused from liquids leaking or spilling from Tenant’s wastepaper      receptacles. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 12.    | Upon      completion of cleaning, all lights will be turned off and doors locked      leaving the Premises in an orderly condition.                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 13.    | Glass      entrance doors will be cleaned nightly. Interior glass doors or glass      partitions are excluded. Tenant may make arrangements for same with      Landlord’s cleaning maintenancecompany.                                                                                                                                                                                                             |

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|              |                                                                                                                                                                                                                                                             |
|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 14.               | Exterior      windows will be cleaned at least twice each Lease Year.                                                                                                                                                                                            |
|              |                                                                                                                                                                                                                                                             |
| 15.               | Window      blinds shall be dusted at least once per Lease Year.                                                                                                                                                                                                 |
|              |                                                                                                                                                                                                                                                             |
| COMMON      AREAS |
|              |
| 1.                | Vacuum-      all carpeting in entrance lobbies, outdoor mats and all      corridors.                                                                                                                                                                             |
|              |                                                                                                                                                                                                                                                             |
| 2.                | Wash      glass doors in entrance lobby with a clean damp cloth and dry towel. Dust      and wipe handles and railings daily.                                                                                                                                    |
|              |                                                                                                                                                                                                                                                             |
| 3.                | Clean      cigarette urns. Sweep and/or wet mop all resilient tile flooring. Hard      surface floors such as quarry tile, etc., shall be cleaned nightly.      Resilient tile flooring and hard surface floors shall be deep scrubbed      once per Lease Year. |
|              |                                                                                                                                                                                                                                                             |
| 4.                | Wash,      clean and disinfect water fountains.                                                                                                                                                                                                                  |
|              |                                                                                                                                                                                                                                                             |
| 5.                | Clean      all elevators and stairwells.                                                                                                                                                                                                                         |
|              |                                                                                                                                                                                                                                                             |
| 6.                | Lavatories ―      Men and Women.                                                                                                                                                                                                                      |

|   | a. | Floors      in all lavatories shall be wet mopped each evening with a germicidal      detergent to ensure a clean and germ free surface.      |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------|
|   | b. | Wash      and polish all mirrors, shelves, bright work including any piping and      toilet seats.                                            |
|   | c. | Wash      and disinfect wash basins and sinks using a germicidal      detergent.                                                              |
|   | d. | Wash      and disinfect toilet bowls and urinals.                                                                                             |
|   | e. | Keep      lavatory partitions, tiled walls, dispensers and receptacles in a clean      condition using a germicidal detergent when necessary. |
|   | f. | Empty      and sanitize sanitary disposal receptacles.                                                                                        |
|   | g. | Fill      toilet tissue holders, towel dispensers and soap dispensers. Refills to be      supplied byLandlord.                                |

| 7.     | Clean      all air ventilation grill work in ceilings.                                         |
|--------|------------------------------------------------------------------------------------------------|
|   |                                                                                           |
| 8.     | Atrium      glass, interior and exterior, shall be cleaned at least twice per Lease      Year. |

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|   |                                                                                    |                            |
|--------|-----------------------------------------------------------------------------------------|---------------------------------|
|   | LICENSEE:                                                                               |
|   |                                                                                    |
|   | ICON      CLINICAL RESEARCH INC.,                                                       |
|   | a      Pennsylvania corporation                                                         |
|   |                                                                                    |
|   | By:                                                                                     |                            |
|   |                                                                                    |                            |
|   | Printed      Name:                                                                      |                            |
|   |                                                                                    |                            |
|   | Title:                                                                                  |                            |
|   |                                                                                    |                            |
|   | Date:                                                                                   |                            |
|   |                                                                                    |
|   | Mailing      Address:                                                                   |
|   |                                                                                    |
|   | Icon      Clinical Research Inc.                                                        |
|   | 212      Church Road                                                                    |
|   | North      Wales, Pennsylvania 19454                                                    |
|   | Attn:                                                                                   | Ms.      Lois Valentine and     |
|   |                                                                                    | Mr.      David Peters           |
|   | Facsimile      #: 215-616-3089                                                          |
|   |                                                                                    |
|   | OWNER:                                                                                  |
|   |                                                                                    |
|   | HIGHWOODS      REALTY LIMITEDPARTNERSHIP,      a North CarolinaLimited      Partnership |
|   |                                                                                    |                            |
|   | By:                                                                                     | Highwoods      Properties, Inc. |
|   |                                                                                    | A      Maryland corporation,    |
|   |                                                                                    | its      Sole general partner   |
|   |                                                                                    |                            |
|   | By:                                                                                     |                            |
|   |                                                                                    |                            |
|   | Printed      Name:W.      Brian Reames                                                  |
|   |                                                                                    |                            |
|   | Title:Vice      President                                                               |
|   |                                                                                    |                            |
|   | Date:                                                                                   |                            |   |
|   |                                                                                    |                            |
|   | Mailing      address:                                                                   |
|   | 2120      West End Avenue, Suite 100                                                    |
|   | Nashville,      Tennessee 37203                                                         |
|   | Facsimile:      615-320-5607                                                            |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 1.     | Capitalized      terms used herein and not otherwise defined shall have the meaning given      in the Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 2.     | Consent.      Landlord, in consideration of the covenants and agreements to be performed      by the Tenant and upon the terms and conditions herein stated, consents to      the Tenant installing, maintaining and operating, during the term of this      agreement, a ______________ (“Equipment”), of a size, weight, design and      shape described on Exhibit A, attached hereto and made a part hereof, or      such subsequent weight, design and shape as reasonably approved by      Landlord, on the roof of the Building for the purpose of      ____________________ [e.g., transmitting and/or receiving microwave or      radio signals], in a manner consistent with Tenant’s business, and such      cables and wires, on the roof and within the conduits of the building, as      are necessary to connect the Equipment to Tenant’s space demised under the      Lease (collectively, the “Cables”). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 2.     | Assignment.      Tenant shall not be permitted to assign or sublet the Equipment      installation and operation rights to any other party and the right to      operate the Equipment shall expire upon the termination of Tenant’s Lease      or the earlier termination of this Addendum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 3.     | Restrictions.      Tenant shall neither knowingly and willfully transmit nor receive any      communications via the Equipment that is restricted by law on the basis of      being obscene or otherwise subjects Landlord to potential civil or      criminal liability. Further, Tenant’s operation of the Equipment shall not      interfere with the use or operation of other tenant’s communications      existing on the date of this agreement. Following Tenant’s installation of      the Equipment, Landlord shall not permit any other tenant in the Building      to install equipment on the roof of the Building that interferes with the      use or operation of theEquipment.                                                                                                                                                                                                                                              |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 4.     | Liens. Should      any claim of lien or other lien be filed against the Land and/or the      Building by reason of any act or omission of Licensee or any of Licensee’s      agents, employees, contractors or representatives, then Licensee shall      cause the same to be canceled and discharged of record by bond or      otherwise within thirty (30) days after the filing thereof. Should      Licensee fall to discharge such lien within such thirty (30) day period,      then Owner may discharge the same, in which event Licensee shall reimburse      Owner, on demand, as additional rent hereunder, for the amount of the lien      or the amount of the bond, if greater, plus all administrative costs      incurred by Owner in connection therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 5.     | Location. The      location of the Equipment and any appurtenances (the “Dish Site”) thereto      shall be at shown on cross-hatch on Exhibit B, attached hereto and made a      part hereof. Owner, at its option, may substitute for the Dish Site other      space on the roof of the Building (the “Substitute Site”) at any time      during the term of this Agreement, provided that such Substitute Site is      usable by Tenant with any interference. Owner shall give Licensee at least      sixty (60) days written notice of its intention to relocate Licensee to      the Substitute Site. Owner agrees to relocate the Equipment and the Cables      and reconnect the Equipment and the Cables so that it is fully operational      following such relocation. Such relocation and reconnection shall be      undertaken by Owner at a time reasonably acceptable to Licensee. All such      work undertaken by Owner in connection with any such relocation shall be      performed in a good and workmanlike manner and in accordance with all      applicable laws, orders and regulations of all applicable governmental      authorities. Licensee agrees to occupy the Substitute Site as soon as      Owner’s work is substantially completed. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 6.     | Term. The term      of this agreement shall commence on the date first written above and shall      continue until termination is provided under paragraph 17 hereof or upon      the termination of the Lease and any amendments thereto, whichever first      occurs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 7.     | Payment. Tenant      agrees to pay the Landlord, in addition to the rent and other charges paid      to the Landlord or assumed by the Tenant in the Lease a monthly fee of      $250.00 on the first day of each calendar month during the term of this      agreement. The fee will be prorated for any partial calendar month in      which this addendum is in effect. If, the Landlord’s insurance premium or      real estate assessment increases as a direct result of the installation      and operation of the Equipment, the Tenant shall pay all such increases      each year as additional rent within thirty (30) days of receipt of the      bill and adequate documentation of such increase from Landlord. The Tenant      will have no right to an abatement or reduction in the amount of rent if      for any reason the Tenant is unable to use the Equipment, unless due to      the negligent or willful act or omission of Landlord, its agents,      contractors or employees. Notwithstanding the foregoing, Landlord shall      waive any payment for the first installation of Equipment, subject to the      approval rights retained herein. Exhibit      2                                                                                                |

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|   |   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|---------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 8.     | Installation of      Equipment. |
|   |   |                            |
|   |   | a.                              | As      set forth in paragraph 1, the size, weight, design and shape of any      substitute Equipment is subject to Landlord’s approval. In this regard,      Tenant shall submit all specifications of the Equipment to the Landlord      for approval. Tenant agrees to pay Landlord’s reasonable cost of review      and approval of the plans and specifications within 30 days of written      approval from Landlord. Consent of Landlord shall not constitute any      representations or warranty by the Landlord that such alterations are      feasible, advisable, accurate or sufficient or that the Tenant will be      granted permits for construction or operation by appropriate governmental      authorities, or that the resulting premises shall be safe, habitable or      tenantable, or fit for Tenant’s purposes.                                                     |
|   |   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | b.                              | Tenant’s      installation contractor for the Equipment shall be subject to Landlord’s      prior review and approval, which such approval shall not be unreasonably      withheld, conditioned or delayed, and such contractor must provide      evidence of liability and workmen’s compensation insurance reasonably      satisfactory to the Landlord prior to installation. Tenant’s contractors      and subcontractors must comply with all building rules in effect,      including but not limited to rules relating to the use of elevators, tool      storage and removal of debris. Tenant may begin construction within      ____ days of Landlord’s written approval if all other applicable      provisions of this Addendum have been complied with and within 30 days of      commencing construction shall complete the installation of the      Equipment. |
|   |   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | c.                              | Upon      installation of the Equipment, Landlord has the right to inspect such      Equipment in order to verify that such installation and the Equipment      complies with the approvals previously given by the Landlord. If such      inspection reveals any material deviation from Landlord’s prior approvals,      such material deviation shall constitute a breach of this addendum and the      Landlord may either require that Tenant immediately conform the Equipment      to the approved specifications, or terminate this addendum pursuant to      paragraph 17 herein.                                                                                                                                                                                                                                                                                                                 |
|   |   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | d.                              | Within      10 days of completion of the installation of the Equipment, the Tenant      shall notify the Landlord of same. The work to install the Equipment will      be accepted by Landlord when the last of the following condition      occurs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | i.     | Landlord      and/or its representative has inspected the Equipment after construction      is complete and has determined that such construction has been      substantially completed in accordance with the approved plans and      specifications; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ii.    | Tenant      provides Landlord with the final certificates and other permits required      by law, if any;                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | iii.   | Tenant      certifies to Landlord that Tenant has paid the installation cost in full      or established an escrow satisfactory to Landlord;                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | iv.    | Tenant      delivers to Landlord copies of the record drawings and specifications      which shall bear the stamp of a lawfully licensed design professional, if      required by law, along with modifications annotated thereto;      and            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | v.     | Tenant      provides Landlord with copies of final lien waivers from its contractor,      as well as any significant subcontractors and suppliers as requested by      Landlord, in a form reasonably acceptable to Landlord.                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                   |
|   | 9.     | Access. Tenant      may only access the roof of the Building through common areas of the      Building and other designated areas and Tenant agrees that it will not      pass through other tenants’ spaces, nor will it interfere with any other      tenants’ businesses. Additionally, Tenant agrees to give the Landlord      reasonable notice prior to accessing the roof, any cabling or      communication closets. Tenant also agrees only to access same during      normal business hours and upon Landlord’s consent, not to be unreasonably      withheld, conditioned or delayed. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.    | Use of Building      Electricity. Landlord agrees to allow Tenant to utilize electricity      in the Building for the purposes of operating the Equipment. However, the      proposed connection of electricity and location of the electric cables on      the roof and throughout the Building shall be subject to the Landlord’s      prior review and approval. Landlord, at its sole discretion, may have a      submetering device installed at Tenant’s expense to allocate additional      electrical costs to Tenant as a result of the use of the      Equipment.                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.    | Chanqes in      Equipment. Any future installations or changes in the Equipment or      any Cables shall be subject to all the conditions and restrictions for      original installation of the Equipment as set forth herein, and shall be      subject to Landlord’s prior approval.                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 12.    | Nonexclusive      Use. Landlord reserves the right to install any other equipment or      allow other tenants or licensees to install, maintain and operate other      equipment on the roof and in the Building. Landlord shall have the right      to do maintenance, repairs and remodeling to the Building and roof space      at any time without Tenant’s prior approval, provided such does not      interfere with the use or operation of the  Equipment.                                                                                                                                           |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 13.    | Installation and      Maintenance of Cable in the Building. In the event that Tenant      desires to run any Cable through the Building in connection with the      installation and maintenance of the Equipment, Tenant agrees to submit      work drawings to the Landlord specifying the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The      locations throughout the Building where the Cable will be      located. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The      manner in which the Cabling will be run through the    Building. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The      communications closets, if any, which will be utilized in installing and      maintaining such Cabling. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |   | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The      amount of Cable which will be required to be utilized. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |   | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The      type of Cable which will be utilized. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |   | Additionally,      Tenant agrees that all Cable shall be shielded cable, that the cable      coating shall comply with all applicable fire codes and is properly      labeled so that it can be identified by the Landlord, Landlord’s agents or      third parties. Landlord warrants to Tenant that, as of the date of this      Addendum, conduit space exists for Tenant use in running the Cable from      the roof to its demised premises.                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | Tenant      further agrees to provide Landlord reasonable notice prior to installing      any Cable, and such notice shall set forth the times at which Tenant      expects to be installing or working on such cables. Tenant agrees that if      will not pass through other tenants’ spaces, nor interfere with any other      tenants’ businesses when installing or maintaining such      cables.                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 14.    | Zoning. Tenant      acknowledges that the Landlord has made no representations or warranties      to the Tenant that the Equipment Is permitted under applicable zoning      ordinances. Tenant represents and warrants to the Landlord that it has      ascertained that the Equipment and installation thereof is so permitted      under applicable zoning laws, including but not limited to any zoning laws      relating to height restrictions.                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 15.    | Compliance with      Law. Tenant warrants that it will comply with all applicable laws      and regulations of the United States, the State of Tennessee, or any      political subdivision thereof in connection with the installation and use      of the Equipment. Tenant further warrants that Tenant shall, at its sole      cost and expense, obtain any and all governmental licenses and permits’      necessary, not only to install said Equipment, but also to operate said      Equipment as herein contemplated. Tenant further agrees to obtain and      maintain all necessary permits during the term hereof and that if it fails      to do so after receipt of written notice from Landlord and the passing of      thirty (30) days, Landlord may require Tenant to remove the Equipment at      Tenant’s sole cost and expense. |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 16.    | Insurance.      Tenant agrees to procure and maintain while this agreement is in effect,      such policies of liability and property damage insurance in amounts not      less than $1,000,000 naming Landlord as an additional insured thereunder      and written by insurance companies reasonably satisfactory to the Landlord      as Landlord reasonably deems necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 17.    | Termination. In      the event of a breach of any provision hereof by Tenant, Landlord may      terminate this addendum upon thirty (30) days written notice to the Tenant      at the address set forth below. Landlord, at its sole option, may require      the Tenant at any time prior to the expiration of this addendum, to      immediately terminate the operation of the Equipment if it is (i) causing      physical damage to the structural integrity of the Building, or (ii)      causing a safety hazard. If the Tenant fails to promptly correct the      item(s) in i-ii caused by the Equipment to the Landlord’s reasonable      satisfaction, Landlord, in its sole discretion, may require Tenant to      remove the Equipment at Tenant’s own cost and expense. Termination of this      addendum for cause or otherwise shall not affect the parties rights or      responsibilities pursuant to theLease. |

|   |               |                                      |
|--------|--------------------|-------------------------------------------|
|   | LANDLORD:          | HIGHWOODS      REALTY LIMITED PARTNERSHIP |
|   |               | c/o      Highwoods Properties, Inc.       |
|   |               | 3100      Smoketree Court, Suite 600      |
|   |               | Raleigh,      North Carolina 27604        |
|   |               | Attn:      Manager, Lease Administration  |
|   |               | Facsimile      #: 919/876-2448            |
|   |               |                                      |
|   | with      copy to: | Highwoods      Properties, Inc.           |
|   |               | 2120      West End Avenue, Suite 100      |
|   |               | Nashville,      Tennessee 37203           |
|   |               | Facsimile:      615-320-5607              |
|   |               |                                      |
|   | TENANT:            | Icon      Clinical Research Inc.          |
|   |               | 212      Church Road                      |
|   |               | North      Wales, Pennsylvania 19454      |
|   |               |                                      |
|   |               | Attn:                                     | Ms.      Lois Valentine and |
|   |               |                                      | Mr.      David Peters |
|   |               | Facsimile      #: 215-616-3089            |
|   |               |                                      |
|   | with      copy to: | Stephan      K. Pahides, Esquire          |
|   |               | McCausland,      Keen & Buckman       |
|   |               | Radnor      Court, Suite 160              |
|   |               | 259      N. Radnor-Chester Road           |
|   |               | Radnor,      Pennsylvania 19087           |
|   |               | Facsimile:      610-341-1099              |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 18.    | Indemnity.      Tenant shall indemnify and hold harmless Landlord from all claims, suits,      losses and liabilities arising from Tenant’s installation, maintenance, or      operation of the Equipment or any cabling in breach of the terms of this      Addendum or from any breach or default by Tenant hereinunder, or from any      injuries or damages occurring in connection therewith, except if caused by      the negligence or misconduct of Landlord, its agents, contractors or      employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 19.    | Subordination.      Tenant accepts Landlord’s consent herein granted subject and subordinate      to any mortgage or deed of trust and to all amendments, renewals,      extensions and refinancing thereof, that may now or hereafter exist or      constitute a lien upon the interest of Landlord in the Building or any      part thereof, subject to the rights of non-disturbance afforded Tenant      under the provisions of the Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 20.    | Repair Removal.      Tenant shall not in any manner deface, injure, or damage the roof of the      Building, or any portion of the Building and will pay the cost of      repairing any damage or injury to the roof, the Building, or any part      thereof by the Tenant, its agents or employees. Upon expiration or sooner      termination of this addendum: (i) Tenant shall remove the Equipment and      repair any damages caused by such removal and restore the roof, Building      and its contents to the substantially the same condition it was in prior      to the installation of the Equipment within thirty (30) days following      such termination. Additionally, at the option of the Landlord, Landlord      shall either (i) retain ownership of all cables running through the      Building, or (ii) require Tenant, at Tenant’s sole cost and expense, to      remove such cables, repair any damage caused by such removal, and restore      those portions of the Building utilized to the substantially the same      condition they were in prior to the installation of the    cable. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | If      at any time under the provisions herein Tenant is required to remove the      Equipment or cabling from the Building and Tenant is unable or unwilling      to do so or the Tenant does not promptly repair damage to the roof,      Building or its contents occasioned by the Installation, maintenance or      operation of the Equipment, Landlord may after thirty (30) days notice      remove or repair same and charge Tenant for the cost of said removal      and/or repairs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

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|   |                                                            |                            |
|--------|-----------------------------------------------------------------|---------------------------------|
|   | TENANT:                                                         |
|   |                                                            |
|   | ICON      CLINICAL RESEARCH INC.,                               |
|   | a      Pennsylvania corporation                                 |
|   |                                                            |
|   | By:                                                             |                            |
|   |                                                            |                            |
|   | Printed      Name:                                              |                            |
|   |                                                            |                            |
|   | Title:                                                          |                            |
|   |                                                            |                            |
|   | Date:                                                           |                            |
|   |                                                            |                            |
|   | LANDLORD:                                                       |
|   |                                                            |                            |
|   | HIGHWOODS      REALTY LIMITEDPARTNERSHIP,      a North Carolina |
|   | Limited      Partnership                                        |
|   |                                                            |
|   | By:                                                             | Highwoods      Properties, Inc. |
|   |                                                            | A      Maryland corporation,    |
|   |                                                            | its      Sole general partner   |
|   |                                                            |                            |
|   | By:                                                             |                            |
|   |                                                            |                            |
|   | Printed      Name:                                              |                            |
|   |                                                            |                            |
|   | Title:                                                          | Vice      President             |
|   |                                                            |                            |
|   | Date:                                                           |                            |