Exhibit

10.31




 




SUBLEASE

AGREEMENT




 




1.                                      Parties




 




THIS AGREEMENT, made this 19th day of November, 1999, by and between Sinclair

Broadcast Group, Inc. (hereinafter called Lessor and/or Sinclair), of the one

part, and ACRODYNE INDUSTRIES, INC. (hereinafter called Lessee), of the other

part.




 




2.                                      Premises.




 




PBP-3, LP (“PBP”) owns a parcel of real property

consisting of approximately 74 +/- acres (the “Land”). The Land is certain

property owned by PBP known as Providence Business Center located on Hollow

Road, Upper Providence Township, Montgomery County, Pennsylvania (the “Business

Center”), all as shown on the plan attached hereto as Exhibit “A” and made a

part hereof. PBP intends to construct on a portion of the Land a building

approximately 60,000 s.f. (the “Building”) and such other improvements to be

constructed thereon. Pursuant to a Lease Agreement dated on or about the date

of this Agreement (the “Sinclair Lease”), PBP intends to lease to Sinclair

approximately 44,000 s.f. of the Building (the “Demised Premise”). Pursuant to

this Agreement, Sinclair hereby subleases the Demised Premises to Lessee.




 




3.                                    Term.




 




The Term shall commence on the Commencement Date, as such term is defined in the Sinclair Lease.




 




4.                                      Rent

Schedule.




 




Lessee shall pay to Lessor base rent during the Term

thereof, without notice or demand, in monthly installments as set forth herein,

in advance, by wire transfer, same day funds, to:




 




Bank of America – MD




ABA: 052-001-633




Acct: Sinclair Broadcast

Group, Inc.




Acct#: 002003415734




 




on the first (1st) day of each calendar month of the

Term, at Lessor’s address as set forth herein. 

If the Term commences other than on the first (1st) day of a calendar

month, then the installment of base rent for the first and last calendar months

of the Term shall be adjusted proportionately. The base rent shall be as

follows:




 




	

   


  	

   


  	

  MONTHLY


  	

   


  	

  ANNUAL


  	

   


  
	

  YEAR 1:


  	

   


  	

  30,000.00


  	

   


  	

  360,000.00


  	

   


  
	

  YEAR 2:


  	

   


  	

  30,900.00


  	

   


  	

  370,800.00


  	

   


  
	

  YEAR 3:


  	

   


  	

  31,827.00


  	

   


  	

  381,924.00


  	

   


  
	

  YEAR 4:


  	

   


  	

  32,781.75


  	

   


  	

  393,381.00


  	

   


  
	

  YEAR 5:


  	

   


  	

  38,282.75


  	

   


  	

  459,393.00


  	

   


  
	

  YEAR 6:


  	

   


  	

  39,397.00


  	

   


  	

  472,764.00


  	

   


  
	

  YEAR 7:


  	

   


  	

  40,544.75


  	

   


  	

  486,537.00


  	

   


  
	

  YEAR 8:


  	

   


  	

  41,726.83


  	

   


  	

  500,722.00


  	

   


  
	

  YEAR 9:


  	

   


  	

  42,944.33


  	

   


  	

  515,332.00


  	

   


  
	

  YEAR 10:


  	

   


  	

  44,198.42


  	

   


  	

  530,381.00


  	

   


  
	

  YEAR 11:


  	

   


  	

  45,490.17


  	

   


  	

  545,882.00


  	

   


  
	

  YEAR 12:


  	

   


  	

  46,820.67


  	

   


  	

  561,848.00


  	

   


  
	

  YEAR 13:


  	

   


  	

  48,191.00


  	

   


  	

  578,292.00


  	

   


  
	

  YEAR 14:


  	

   


  	

  49,602.50


  	

   


  	

  595,230.00


  	

   


  
	

  YEAR 15:


  	

   


  	

  51,806.33


  	

   


  	

  612,676.00


  	

   


  





 





























 




4.                                      Place of Payment.




 




All rent shall be payable without

prior notice or demand at the office of Lessor as set forth below, or, at such

other place as Lessor may from time to time designate by notice in writing.




 




5.                                      Agency.




 




It is hereby expressly agreed and understood that

Continental Realty Co., Inc., Smith Mack & Company and Hayden Real Estate

are acting as agents only and shall not in any event be held liable to the

Lessor or to Lessee for the fulfillment or non-fulfillment of any of the terms

or conditions of this lease, or for any action or proceedings that may be taken

by the Lessor against Lessee, or by Lessee against the Lessor.




 




6.                                      Termination of Lease.




 




This Lease shall be terminated by

Lessee’s assumption of the status of Lessee under the Sinclair Lease, as

provided in the Sinclair Lease.




 




It is also hereby mutually agreed

that either party hereto may terminate this lease at the end of said term or

any renewal term established under Section 38 of this lease by giving to the

other party written notice thereof at least six months prior thereto,

but in the absence of such notice, this lease shall continue upon the same

terms and conditions in force immediately prior to the expiration of the term

hereof as are herein contained for a further period of 120 days and so

on from 120 days to 120 days unless or until terminated by either

party hereto, giving the other 120 days written notice of termination

previous to expiration of the then current term; PROVIDED, however, that should this lease be continued for a

further period under the terms hereinabove mentioned, any allowances given

Lessee on the rent during the original term shall not extend beyond such

original term, and further provided, however, that if Lessor shall have given

such written notice prior to the expiration of any term hereby created, of his

intention to change the terms and conditions of this lease, and Lessee shall

not within 120 days from such notice notify Lessor of Lessee’s intention

to vacate the Demised Premises at the end of the then current term, Lessee

shall be considered as Lessee under the terms and conditions mentioned in such

notice for a further term as above provided, or for such further term as may be

stated in such notice. In the event that Lessee shall give notice, as

stipulated in this lease, of intention to vacate the Demised Premises at the

end of the present term, or any renewal or extension thereof, and shall fail or

refuse so to vacate the same on the date designated by such notice, then it is

expressly agreed that Lessor shall have the option either (a) to disregard the

notice so given as having no effect, in which case all the terms and conditions

of this lease shall continue thereafter with full force precisely as if such

notice had not been




 




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given, or (b) Lessor may, at any

time within thirty days after the present term or any renewal or extension

thereof, as aforesaid, give the said Lessee ten days written notice of his

intention to terminate the said lease; whereupon the Lessee expressly agrees to

vacate said premises at the expiration of the said period of ten days specified

in said notice. All powers granted to Lessor by this lease may be exercised and

all obligations imposed upon Lessee by this lease shall be performed by Lessee

as well during any extension of the original term of this lease as during the

original term itself.




 




7.                                      Security Deposit.




 




Lessee does herewith deposit with

Lessor the sum of thirty thousand ( $30,000.00 ) dollars to be held as security

for the full and faithful performance by Lessee of Lessee’s obligations under

this Lease and for the payment of damages to the Demised Premises. Except for

such sum as shall be lawfully applied

by Lessor to satisfy valid claims against Lessee arising from defaults under

this lease or by reason of damages to the Demised Premises, the Security

Deposit shall be returned to Lessee at the expiration of the term of this lease

or any renewal or extension thereof without interest. It is understood that no

part of any security deposit is to be considered as the last rental due under

the terms of this lease.




 




8.                                      [INTENTIONALLY DELETED]




 




9.                                      Additional Rent.




 




(a)                                  Damages for Default.    Lessee agrees to pay as rent, in addition to the

minimum rental herein reserved, any and all sums which may become due by reason

of the failure of Lessee to comply with all of the covenants of this lease and

any and all damages, costs and expenses which the Lessor may suffer or incur by

reason of any default of the Lessee or failure on his part to comply with the

covenants of this lease, and each of them, and also any and all damages to the

Demised Premises caused by any act or neglect of the Lessee.




 




(b)                                  Taxes and Insurance.    Lessee shall pay as additional rent its

proportionate share (73.33%) of real estate taxes assessed and its

proportionate share (73.33%) of the property and liability insurance.




The cost for taxes and insurance

shall be payable monthly by Lessee commencing the due date of first rental

payment. Lessor shall establish the monthly amount due based on previous year’s

bills and shall have the right to bill Lessee for any shortfall at the end of

each calendar year. Lessor shall credit any overpayment from Lessee against

future taxes and insurance costs to be due. Lessor shall deliver to Lessee

copies of all tax bills addressed herein at the end of each calendar year.




 




(c)                                  Utilities.    Lessee shall be solely responsible for and promptly

pay all charges for utilities including but not limited to heat, electricity,

gas, water, sewer, telephone, or any other utility or other service rendered,

used or consumed in the Demised Premises by Lessee, and service inspections made

thereof. Lessee also accepts the responsibility for the connection and

disconnection of these utilities and the maintenance thereof, in the event

maintenance is required as a result of Lessee’s use, misuse, or abuse.




 




Charges for said herein mentioned

utility consumption shall emanate either from the utility company if there is a

meter to measure Lessee’s use of any such utility, or, if not, Lessor shall pay

the utility company bills and charges would be paid by the Lessee to the Lessor

for said utility consumption based on the proportionate share of space occupied

by Lessee as compared to the total space within the building of which the

Demised Premises is a part.




 




Lessee shall pay all such amounts

within 15 days after receipt by Lessee of copies of bills. If any utility

company delivers to Lessor a bill for any utility cost addressed herein, Lessor

shall promptly deliver the bill or a copy thereof to Lessee as a precondition

to Lessee’s obligation to payment thereof.




 




(d)                                  Common Area Maintenance.    During the term of this Lease, any renewals,

extensions, or expansions




 




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thereof, Lessor shall be

responsible for the common area maintenance, and repairs including but not

limited to the macadam, outside lighting, snow removal, trash removal,

landscaping, cleaning of debris, reasonable administration costs, and any and

all other expenditures of Lessor actually incurred in connection with the

operation, repair or maintenance of the Land, Building or Demised Premises,

which are properly expended in accordance with generally accepted accounting

principals consistently applied in the operation, maintenance and repair of

office building facilities. The cost shall be prorated to the amount of space

leased by the Lessee and shall be paid by the Lessee monthly. Lessee’s

proportionate share is (73.33%) and Lessee shall pay all such amounts after

receipt by Lessee of copies of bills. Lessor will calculate the expenses at the

end of each calendar year, provide Lessee with a breakdown of expenses, and

give a credit for any overpayment or bill for any shortfall in amount paid by

Lessee. If there is a shortfall in amount paid, Lessee shall pay the amount of

the shortfall within fifteen (15) days after receipt of the bill from Lessor or

Lessor’s agent.




 




10.                               Affirmative Covenants of Lessee.




 




Lessee covenants and agrees that

he will without demand:




 




(a)                                  Payment of Rent.    Pay the rent and all other charges herein reserved

as rent at the times and at the place that the same are payable, without fail;

and if Lessor shall at any time or times accept said rent or rent charges after

the same shall have become delinquent, such acceptance shall not excuse delay

upon subsequent occasions, or constitute or be construed as a waiver of any of

Lessor’s rights.             Lessee agrees that any charge or payment herein

reserved, included; or agreed to be treated or collected as rent and/or any

other charges, expenses or costs herein agreed to be paid by Lessee may be

proceeded for and recovered by Lessor by legal process in the same manner as

rent due’ and in arrears.




 




(b)                                  Cleaning, Repairing, etc.    Keep the Demised Premises clean and free from all

refuse; replace all glass windows, doors, etc. broken during the lease term and

extensions thereof ; keep all drain and waste pipes open; repair all damage to

plumbing and to the premises in general; keep. the same in good order and

repair as upon. Lessor’s delivery; reasonable wear and tear and damage by

accidental fire or other casualty not occurring through negligence of Lessee or

those employed by or acting for Lessee alone excepted. The Lessee agrees to

surrender the Demised Premises in the same condition in which Lessee has herein

agreed to keep the same during the continuance of this Lease.




 




(c)                                  Requirements of Public

Authorities.    Comply with any requirements of any of the constituted public

authorities, and with the terms of any State or Federal statute or local

ordinance or regulation applicable to Lessee or his use of the Demised

Premises, and save Lessor harmless from penalties, fines, costs or damages

resulting from failure to do so.




 




(d)                                  Fire.    Use every reasonable precaution against fire.




 




(e)                                  Rules and Regulations.    Comply with reasonable rules and regulations of

Lessor promulgated as hereinafter provided.




 




(f)                                    Surrender

of Possession.    Peacefully

deliver up and surrender possession of the Demised Premises to the Lessor at

the expiration or sooner termination of this lease, promptly delivering to

Lessor at his office all keys for the Demised Premises.




 




(g)                                 Notice of Fire, etc.    Give to Lessor prompt written notice of any

accident, fire or damage occurring on or to the Demised Premises.




 




(h)                                 Agency on Removal.    The Lessee agrees that if, with the permission in

writing of Lessor, Lessee shall vacate or decide at any time during the term of

this lease, or any renewal thereof, to vacate the herein Demised Premises prior

to the expiration of this lease, or any renewal thereof, Lessee will not cause

or allow any other




 




4





























 




agent to represent Lessee in any

sub-letting or relating of the Demised Premises other than an agent approved by

the Lessor and that should Lessee do so, or attempt to do so, the Lessor may

remove any signs that may be placed on or about the Demised Premises by such

other agent without any liability to Lessor or to said agent, the Lessee

assuming all responsibility for such action.




 




11.                               Negative Covenants of Lessee.




 




Lessee covenants and agrees that

he or it will do none of the following things without first obtaining the

consent, in writing of Lessor, which consent Lessor shall not unreasonably

withhold, and without providing Lessor with reimbursement for any expenses

incurred or incidental to Lessee’s proposed action.




 




(a)                                  Use of Premises.    Occupy the Demised Premises in any other manner or

for any other purpose than as above set forth.




 




(b)                                  Assignment and Subletting.    Assign, mortgage or pledge this lease or under-let

or sub-lease the Demised Premises, or any part thereof, or permit any other

person, firm or corporation to occupy the Demised Premises, or any part

thereof, nor shall any assignee or sub-lessee assign, mortgage or pledge this

lease or such sub-lease, without an additional written consent by the Lessor

and PBP, and without such consent no such assignment, mortgage or pledge shall

be valid. If the Lessee becomes insolvent, or makes an assignment for the

benefit of creditors, or if a petition in bankruptcy is filed by or against the

Lessee or a bill in equity or other proceeding for the appointment of a

receiver for the Lessee is filed, or if the real or personal property of the

Lessee shall be sold or levied upon by any Sheriff, Marshal or Constable, the

same shall be a violation of this covenant.




 




(c)                                  Signs.    Place or allow to be placed any stand, booth, sign

or showcase upon the doorsteps, vestibules or outside walls or pavements of

said Demised Premises, or paint, place, erect or cause to be painted, placed or

erected any sign, projection or device on or in any part of the Demised

Premises.  Lessee shall remove any sign,

projection or device painted, placed or erected, if permission has been granted

and restore the walls, etc., to their former conditions, at or prior to the

expiration of this lease.  In any case of

the breach of this covenant (in addition to all other remedies given to Lessor

in case of the breach of any conditions or covenants of this Lease) Lessor

shall have the privilege of removing said stand, booth, sign, show case,

projection or device, and restoring said walls, etc., to their former

condition, and Lessee, at Lessor’s option, shall be liable to Lessor for any

and all expenses so incurred by Lessor.




 




(d)                                  Alterations and/or

Improvements.    Make any alterations, improvements, or additions to the Demised Premises.

All alterations, improvements, additions or fixtures, whether installed before

or after the execution of this lease, shall remain upon the Demised Premises at

the expiration or sooner determination of this lease, and become the property

of the Lessor, unless Lessor shall, prior to the termination of this lease,

have given written notice to Lessee to remove the same, in which event Lessee

will remove such alterations, improvements and additions and restore the

Demised Premises to the same good order and condition in which they now are.

Should Lessee fail so to do, Lessor may do so, collecting, at Lessor’s option,

the cost and expense thereof from Lessee as additional rent.




 




Additionally, Lessee shall engage

Lessor’s sprinkler contractor to perform any change to the existing sprinkler

system or heads in the Demised Premises.




 




(e)                                  [INTENTIONALLY DELETED]




 




(f)                                    Weights.    Place any weights in any portion of the Demised

Premises beyond the safe carrying capacity of the structure.




 




(g)                                 Fire Insurance.    Do or suffer to be done, any act, matter or thing

objectionable to the fire insurance companies whereby the fire insurance or any

other insurance now in force or hereafter to be placed on the Demised




 




5





























 




Premises, or any part thereof, or

on the building of which the Demised Premises may be a part, shall become void

or suspended, or whereby the same shall be rated as a more hazardous risk than

at the date of the execution of this lease, or employ any person or persons

objectionable to the fire insurance companies or carry or have any benzine or

explosive matter of any kind in and about the Demised Premises. In case of a

breach of this covenant (in addition to all other remedies given to Lessor in

case of the breach of any conditions or covenants of this Lease) Lessee agrees

to pay Lessor as additional rent any and all increase or increases of premiums

on insurance carried by Lessor on the Demised Premises, or any part thereof, or

on the building of which the Demised Premises may be a part, caused in any way

by the occupancy of Lessee.




 




(h)                                 Removal of Goods.    Remove, attempt to remove or manifest an intention

to remove Lessee’s goods or property from or out of the Demised Premises

otherwise than in the ordinary and usual course of business, without having first paid and satisfied

Lessor for all rent which may become due during the entire term of this lease.




 




(i)                                    Vacate Premises.    Vacate or desert said Demised Premises during the

term of this lease, or permit the same to be empty and unoccupied, without

properly maintaining the Demised Premises and complying in all other respects

with the terms of this Lease.




 




12.                               Lessor’s Rights.




 




Lessee covenants and agrees that

Lessor and PBP shall have the right to do the following things and matters in

and about the Demised Premises:




 




(a)                                  Inspection of Premises.    At all reasonable times personally or their duly

authorized agents to go upon and inspect the (Demised Premises) and every part

thereof, and/or at Lessor’s and PBP’s option to make repairs, alterations and

additions to the Demised Premises or the building of which the Demised Premises

is a part.




 




(b)                                  Rules and Regulations.    At any time or times and from time to time make

such reasonable rules and regulations as may be necessary or desirable for the

safety, care, and cleanliness of the Demised Premises and/or of the Building

and/or of the Land. Such rules and regulations shall, when communicated in

writing to Lessee, form a part of this lease.




 




(c)                                  Sale or Rent Sign/Prospective Purchasers or

Lessees.    To

display a “For Sale” sign at any time, and also, after notice from either party

of intention to determine this lease, or at anytime within three months prior

to the expiration of this lease, a “For Rent” sign, or both “For Rent” and “For

Sale” signs; and all of said signs shall be placed upon such part of the

premises as Lessor or PBP may elect and may contain such matter as Lessor or

PBP shall require. Persons authorized by Lessor or PBP may inspect the premises

at reasonable hours during the said periods.




 




(d)                                  Discontinue Facilities and

Service.    Lessor

or PBP may discontinue at any time, any or all facilities fiunished and

services rendered by Lessor or PBP not expressly covenanted for herein or

required to be furnished or rendered by law; it being understood that they

constitute no part of the consideration for this lease.




 




13.                               Responsibility of Lessee.




 




(a)                                  Lessee agrees to relieve and hereby relieves the

Lessor and PBP from all liability by reason of any injury or damage to any

person or property in the Demised Premises, whether belonging to the Lessee or

any other person caused by any fire, breakage, or leakage in any part or

portion of the building of which the Demised Premises is a part or from water,

rain or snow that may leak into, issue or flow from any part of the said

Demised Premises, or of the building of which the Demised Premises is a part,

from the drains, pipes, or plumbing work of the same, or from any place or

quarter, unless such breakage, leakage, injury or damage be caused by or result

from the negligence of Lessor or its servants or agents.




 




6





























 




(b)                                 Lessee also agrees to relieve and hereby relieves

the Lessor and PBP from all liability by reason of any damage or injury to any

property or to Lessee or Lessee’s guests, servants or employees which may arise

from or be due to the use, misuse or abuse of all or any of the elevators,

hatches, openings, stairways, hallways of any kind whatsoever which may exist

or hereafter be erected or constructed on the said premises or the sidewalks

surrounding the building of which may arise from defective construction,

failure of water supply, light, power, electric wiring, plumbing or machinery,

wind, lightning, storm or any other cause whatsoever on the said premises or

the building of which the Demised Premises is a part, unless such damage,

injury, use, misuse or abuse be caused by or result from the negligence of the

Lessor, its servants or agents.




 




14.                               Responsibility of Lessor.




 




(a)                                  Total Destruction of

Premises.    In

the event the Demised Premises are totally destroyed or so damaged by fire or

other casualty that, in the opinion of a licensed architect retained by Lessor,

the same cannot be repaired and restored within ninety days from the happening

of such injury Lessee or Lessor shall have the option to terminate this lease

and the rent shall abate for the balance of the term.




 




(b)                                  Partial Destruction of the

Premises.    If

the damage be only partial and such that the Demised Premises can be restored,

in the opinion of a licensed architect retained by Lessor, to approximately

their former condition within ninety days from the date of the casualty loss

Lessor may, at Lessor’s option, restore the same with reasonable promptness,

reserving the right to enter upon the Demised Premises for that purpose.                                Lessor also reserves the right to enter upon the

Demised Premises whenever necessary to repair damage caused by fire or other

casualty to the building of which the Demised Premises is a part, even though

the effect of such entry be to render the Demised Premises or a part thereof

untenantable.  In either event the rent

shall be apportioned and suspended during the time Lessor is in possession,

taking into account the proportion of the Demised Premises rendered

untenantable and the duration of Lessor’s possession. If a dispute arises as to

the amount of rent due under this clause, Lessee agrees to pay the full amount

claimed by Lessor, but Lessee shall have the right to proceed by law to recover

the excess payment, if any.




 




(c)                                  Repairs by Lessor.    Lessor shall make such election to repair the

premises or terminate this lease by giving notice thereof to Lessee at the

leased premises within thirty days from the day Lessor received notice that the

Demised Premises had been destroyed or damaged by fire or other casualty.




 




(d)                                  Damage for Interruption of

Use.    Except

to the extent hereinbefore provided, Lessor and PBP shall not be liable for any

damage, compensation, or claim by reason of the necessity of repairing any

portion of the building, the interruption in the use of the premises, any

inconvenience or annoyance arising as a result of such repairs or interruption,

or the termination of this lease by reason of damage or destruction of the

premises.




 




15.                               Miscellaneous Agreements and Conditions.




 




(a)                                  Effect of Repairs on

Rental.    No

contract entered into or that may be subsequently entered into by Lessor with

Lessee, relative to any alterations, additions, improvements or repairs, nor

the failure of Lessor to make such alterations, additions, improvements or

repairs as required by any such contract, nor the making by Lessor or his

agents or contractors of such alterations, additions, improvements or repairs

shall in any way affect the payment of the rent or said other charges at the

time specified in the lease, except to the extent and in the manner

hereinbefore provided.




 




(b)                                  Waiver of Custom.    It is hereby covenanted and agreed, any law, usage

or custom to the contrary notwithstanding, that Lessor shall have the right at

all times to enforce the covenants and provisions of this lease in strict

accordance with the terms hereof, notwithstanding any conduct or custom on the

part of the Lessor in refraining from so doing at any time or times; and,

further, that the failure of Lessor at any time or times to enforce his rights

under said covenants and provisions strictly in accordance with the same shall

not be construed as having created a custom in any way or manner contrary to

the specific terms, provisions and covenants of this lease or as having in any

way or manner modified the same.




 




7





























 




(c)                                  Conduct of Lessee.    This Lease is granted upon the express condition that

Lessee and/or the occupants of the premises herein leased shall not conduct

themselves in a manner which is improper or objectionable, and if at any time

during the term of this lease or any extension or continuation thereof Lessee

or any occupier of the said premises shall have conducted himself in a manner

which is improper or objectionable,

Lessee shall be taken to have broken the covenants and conditions of this

lease, and Lessor will be entitled to all of the rights and remedies granted

and reserved herein, for the Lessee’s failure to observe all of the covenants

and conditions of this lease.




 




(d)                                  Failure of Lessee to

Repair.    In

the event of the failure of Lessee promptly to perform the covenants of section

10(b) hereof, Lessor may go upon the Demised Premises and perform such

covenants, the cost thereof, at the sole option of Lessor, to be charged to

Lessee as additional and delinquent rent.




 




(e)                                  Waiver of Subrogation.    Lessor and Lessee hereby agree that all insurance

policies which each of them shall carry to insure the Demised Premises and the

contents therein against casualty loss, and all liability policies which they

shall carry pertaining to the use and occupancy of the Demised Premises shall contain waivers of the

right of subrogation against Lessor and Lessee herein, their heirs,

administrators, successors, and assigns.




 




16.                               Remedies of Lessor.




 




If the Lessee




 




(a)                                  Does not pay in full when due any and all

installments of rent and/or any other charge or payment herein reserved,

included, or agreed to be treated or collected as rent and/or any other charge,

expense, or cost herein agreed to be paid by the Lessee, or




 




(b)                                 Violates or fails to perform or otherwise breaks

any covenant or agreement herein contained or:




 




(c)                                  Vacates the Demised Premises or removes or attempts

to remove or manifests an intention to remove any goods or property therefrom

otherwise than in the ordinary and usual course of business without having

first paid and satisfied the Lessor in full for all rent and other charges then

due or that may thereafter become due until the expiration of the then current

term, above mentioned; or




 




(d)                                 Becomes insolvent, or makes an assignment for the

benefit of creditors, or if a petition in bankruptcy is filed by or against

Lessee or a complaint in equity or other proceedings for the appointment of a

receiver for Lessee is filed, or if proceedings for reorganization or for

composition with creditors under any State or Federal law be instituted by or

against Lessee, or if the real or personal property of Lessee shall be levied

upon or be sold, or if for any other reason Lessor shall, in good faith,

believe that Lessee’s ability to comply with the covenants of this lease,

including the prompt payment of rent hereunder, is or may become impaired,




 




Lessor agrees to provide Lessee

with notice of such default, as described in (a) - (d) above, and provide

Lessee with 14 days to cure such default. With respect to a non-monetary

default, if Lessee, proceeding diligently and expeditiously, can not cure the

default within such 14 day period, Lessee agrees to extend the cure period for

so long as it shall require Lessee in the exercise of due diligence to cure

such default, it being agreed that no such extension shall be for a period in

excess of 60 days. Thereafter:




 




(1)

The whole balance of rent and other charges, payments, costs, and expenses

herein agreed to be paid by Lessee, or any part thereof, and also all costs and

officer’s commissions including watchmen’s wages shall be taken to be due and

payable and in arrears as if by the terms and provisions of this Lease said

balance of rent and other charges, payment, taxes, costs and expenses were on

that date, payable in advance.  Further,

if this Lease or any part thereof is assigned, or if the Demised Premises, or

any part thereof is sub-let,




 




8





























 




Lessee hereby irrevocably

constitutes and appoints Lessor as Lessee’s agent to collect the rents due from

such assignee or sub-lessee and apply the same to the rent due hereunder

without in any way affecting Lessee’s obligation to pay any unpaid balance of

rent due hereunder; or




 




(2) At the option of

Lessor, this Lease and the terms hereby created shall determine and become

absolutely void without any right on the part of Lessee to reinstate this Lease

by payment of any sum due or by other performance of any condition, term, or

covenant broken; whereupon, Lessor shall be entitled to recover damages for

such breach in an amount equal to the amount of rent reserved for the balance

of the term of this lease, less the fair rental value of the said Demised

Premises for the remainder of the lease term.




 




17.                               Further Remedies of Lessor.




 




In the event of any default as

above set forth, and after the expiration of any applicable cure period,

Lessor, or anyone acting on Lessor’s behalf, at Lessor’s option:




 




(a)                                  May let said Demised Premises or any part or parts

thereof to such person or persons as may, in Lessor’s discretion be best; and

Lessee shall be liable for any loss of rent for the balance of the then current

term. Any such re-entry or re-letting by Lessor under the terms hereof shall be

without prejudice to Lessor’s claim for actual damages, and shall under no

circumstances, release Lessee from liability for such damages arising out of

the breach of any of the covenants, terms, and conditions of this lease.




 




(b)                                 May have and exercise any and all other rights

and/or remedies, granted or allowed Lessors by any existing or future Statute,

Act of Assembly, or other law of the state in cases where a Lessor seeks to

enforce rights arising under a lease agreement against a Lessee who has

defaulted or otherwise breached the terms of such lease agreement; subject,

however, to all the rights granted or created by any such Statute, Act of

Assembly, or other law of this state existing for the protection and benefit of

Lessees; and




 




(c)                                  May have and exercise any and all other rights and

remedies contained in this lease agreements, including the rights and remedies

provided by Section 18 and 19 hereof.




 




18.                               Confession of Judgment for Money.




 




Lessee covenants and agrees that

if the rent and/or any charges reserved in this lease as rent (including all

accelerations of rent permissible under the provisions of this lease) shall

remain unpaid fourteen (14) days after written notice from Lessor to Lessee

that said amount is delinquent, then and in that event, Lessor may cause

judgment to be entered against Lessee, and for that purpose Lessee hereby

authorizes and empowers Lessor or any Prothonotary, Clerk of Court or Attorney

of any Court of Record to appear for and confess judgment against Lessee and

agrees that Lessor may commence an action pursuant to Pennsylvania Rules of

Civil Procedure No. 2950 et. seq. for the recovery from Lessee of all rent

hereunder including all accelerations of rent permissible under the provisions

of this lease) and/or for all charges reserved hereunder as rent, as well as

for interests and costs and Attorney’s commission, for which authorization to

confess judgment, this lease, or a true and correct copy thereof, shall be

sufficient warrant. Such judgment may be confessed against Lessee for the

amount of rent in arrears (including all accelerations of rent permissible

under the provisions of this lease) and/or for all charges reserved hereunder

as rent, as well as for interest and costs; together with an attorney’s

commission of five percent (5%) of the full amount of Lessor’s claim against

Lessee. Neither the right to institute an action pursuant to Pennsylvania Rules

of civil Procedure No. 2950 et. seq. nor the authority to confess judgment

granted herein shall be exhausted by one or more exercises thereof, but

successive complaints may be filed and successive judgments may be entered for

the aforedescribed sums five days or more after they become due as well as

after the expiration of the original term and/or during or after expiration of

any extension or renewal of this lease. Notwithstanding the attorney’s

commission provided for in the preceding paragraph (which is included in the

warrant for purposes of establishing a sum certain), the amount of attorneys’

fees that the Lessor may recover from the Borrower shall not exceed the actual

attorneys’ fees incurred by the Lessor.




 




9





























 




19.                               Confession of Judgment for Possession of Real

Property.




 




Lessee covenants and agrees that

if this lease shall be terminated (either because of condition broken during

the term of this lease or any renewal or extension thereof and/or when the term

hereby created or any extension thereof shall have expired) then, and in that

event, Lessor may cause a judgment in ejectment to be entered against Lessee

for possession of the Demised Premises, and for that purpose Lessee hereby

authorizes and empowers any Prothonotary, Clerk of Court or Attorney of any

Court of Record to appear for Lessee and confess judgment against Lessee in

Ejectment for possession of the herein Demised Premises, and agrees that Lessor

may commence an action pursuant to Pennsylvania Rules of Civil Procedure No.

2970 et. seq. for the entry of an order in Ejectment for the possession of real

property, and Lessee further agrees that A Writ of Possession pursuant thereto

may issue forthwith, for which authorization to confess judgment and for the

issuance of a writ or writs of possession pursuant thereto, this lease, or a

true and correct copy thereof, shall be sufficient warrant. Lessee further

covenants and agrees, that if for any reason whatsoever, after said action

shall have commenced the action shall be terminated and the possession of the

Demised Premises hereunder shall remain in or be restored to Lessee, Lessor

shall have the right upon any subsequent default or defaults, or upon the

termination of this lease as above set forth to commence successive actions for

possession of the Demised Premises hereunder.




 




20.                               Affidavit of Default.




 




In any procedure or action to

enter judgment by Confession for Money pursuant to Section 18 hereof, or to

enter Judgment by Confession in Ejectment for possession of real property

pursuant to Section 19 hereof, if Lessor shall first caused to be filed in such

action an affidavit or averment of the facts constituting the default or

occurrence of the condition precedent, or event, the happening of which

default, occurrence, or event authorizes and empowers Lessor to cause the entry

of judgment by confession, such affidavit or averment shall be conclusive

evidence of such facts, defaults, occurrences, conditions precedent, or events;

and if a true copy of this lease (and the truth of which such affidavit or

averment shall be sufficient evidence) be filed in such procedure or action, it shall not be necessary

to file the original as a Warrant of Attorney, any rule of court, custom, or

practice to the contrary notwithstanding.




 




21.                               Waivers by Lessee of Errors, Right of Appeal, Stay,

Exemption, Inquisition.




 




Lessee hereby releases to Lessor

and to any and all attorneys who may appear for Lessee all errors in any

procedure or action to enter Judgment by Confession by virtue of the warrants

of attorney contained in this lease, and all liability therefor. Lessee further

authorizes the Prothonotary or any Clerk of Court of Record to issue a Writ of

Execution or other process, and further agrees that real estate may be sold on

a Writ of Execution or other process. If proceedings shall be commenced to

recover possession of the Demised Premises either at the end of the term or

sooner termination of this lease or for non-payment of rent or for any other

reason, Lessee specifically waives the right to the three (3) months’ notice to

quite and/or the fifteen (15) or thirty (30) days’ notice to quit required by

the Act of April 6, 1951, P.L. 69, as amended, and agrees that five (5) days

notice shall be sufficient.




 




22.                               Right of Assignee of Lessor.




 




The right to enter judgment

against Lessee by confession and to enforce all of the other provisions of this

lease herein provided for may at the option of any assignee of this lease, be

exercised by any assignee of the Lessor’s right, title and interest in this

lease in his, her, or their own name, any statute, rule of court, custom, or

practice to the contrary notwithstanding.




 




23.                               Remedies Cumulative.




 




All of the remedies herein before

given to Lessor and all rights and remedies given to it by law and equity shall

be cumulative and concurrent.  No

determination of this lease or the taking or recovering possession of the

Demised




 




10





























 




Premises shall deprive Lessor of

any of its remedies or actions against the Lessee for rent due at the time or

which, under the terms hereof would in the future become due as if there had

been no determination, nor shall the bringing of any action for rent or breach

or covenant, or the resort to any other remedy herein provided for the recovery

of rent be construed as a waiver of the right to obtain possession of the

Demised Premises.




 




24.                               Condemnation.




 




In the event that the Demised

Premises demised herein, or any part thereof, is taken or condemned for a

public or quasi-public use, this lease shall, as to the part so taken,

terminate as of the date title shall vest in the condemnor, and rent shall

abate in proportion to the square feet of leased space taken or condemned or

shall cease if the entire premises be so taken. In either event the Lessee

waives all claims against the Lessor by reason of the complete or partial

taking of the Demised Premises.




 




25.                               Permits and Licenses.




 




Lessee shall be responsible for

obtaining all permits and licenses that may be required by applicable law for

conduct of Lessee’s business at the Demised Premises and Lessee shall be

responsible for the permits and licenses fees related thereto. This includes

any permits and licenses which may be required for the installation of signs.




 




26.                               Insurance.




 




During the term of this lease and

any extension thereof, Lessee shall keep in full force and effect a policy of

Public Liability and Property Damage insurance with minimum limits of

$2,000,000.00 for personal injury and property damage per occurrence and with

$5,000,000.00 general aggregate liability limit (which may include so-called

“umbrella policies”). The insurance carrier and the form and substance of the

policy shall be to the reasonable satisfaction of the Lessor and PBP and a copy

of the Certificate of Insurance shall be delivered to the Lessor and PBP. The

insurance carrier shall be a responsible insurance carrier authorized to do

business in the State of Pennsylvania. It shall have a policy holders rating of

no less than “A” in the most current edition of Best’s Insurance Report. Said

policy shall name Lessor and PBP as additional named insured, any mortgagee

whose name has been provided to Lessee, and Continental Realty Co., Inc. as

additional insured, and shall contain a clause that the insurer will not cancel

or change the insurance without first giving the Lessor thirty (30) days prior

written notice.




 




27.                               Late Fees.




 




Lessee agrees to pay immediately

to Lessor a late charge of seven (7%) percent of the gross monthly rental for

rents not paid by the 5th day of the month. All rents are due on the first of

each month. A charge of  $50.00 is

applicable for any checks returned from the bank, for whatever reason. All

other unpaid charges, taxes, assessments of any kind whatsoever shall be

charged a the rate of 11⁄2 % per month on the unpaid balance.




 




28.                               [INTENTIONALLY DELETED]




 




29.                               Use of Common Areas.




 




Lessee shall have the nonexclusive

use, in common with Lessor, PBP, other Lessees, their guests and invitees, of

the parking areas, driveways, and other facilities designed and intended as

Common Area as may exist or as may be installed by Lessor during the term of

this Lease Agreement, any extensions or renewals thereof. Lessee shall have the

free and unhampered right of ingress and egress, in common with others, over

these facilities. If the Lessee’s use of common area is abnormal, or if the

Lessee misuses said common area, then the cost to correct will be borne solely

by the Lessee.




 




11





























 




30.                               Condition of Demised Premises at Lease Inception.




 




The Demised Premises is  being leased in its “as is” condition.




 




31.                               Maintenance and Repairs.




 




Lessee shall be responsible for

all maintenance and repairs except that Lessor shall be responsible for roof

and structural repairs, provided Lessee or its employees or agents have not

caused damage to roof or structure. Lessee is not permitted to place anything

on the roof of the premise or to make any holes in the roof without first

obtaining written permission from Lessor and PBP.




 




Lessee, Lessee’s agents, employees

and representatives, shall endeavor to maintain the Demised Premises, Land and

Building, in a clean and trash free manner. Further, the Demised Premises, Land

and Building shall not be littered with discarded parts, goods, or abandoned

property of the Lessee. Outside storage is prohibited unless written

approval of Lessor and PBP is obtained.




 




32.                               Accessibility.




 




Lessee agrees that he and all

occupants of the Demised Premises shall not add, remove, alter, or change any

locks nor locking devices unless Lessor and PBP is notified and supplied with

necessary key. Any damage resulting from inaccessibility shall be the

responsibility of the Lessee. PBP, PBP’s agent, Lessor, Lessor’s agent and Lessee

shall be the only parties with keys to the Demised Premise.




 




33.                               Emission of Fumes and Chemicals.




 




Lessee agrees that no noxious

fumes or hazardous wastes or chemicals will be emitted from the property in the

daily conduct of the Lessee’s business.




 




34.                               Heating and Air Conditioning Maintenance.




 




Lessee agrees that Lessor and PBP

will employ the services of a heating and air conditioning contractor in order

to service the heating and air conditioning unit at least two times per year.

Lessee shall be responsible for the reasonable cost of all maintenance and

repairs of said units, including replacement.




 




35.                               Hazardous Substances.




 




Lessee hereby covenants and agrees

that Lessee shall:




 




(a)                                  Give written notice to the Lessor and PBP of any

activity or operation to be conducted by the Lessee, its subtenants, licensees

or concessionaires at the Demised Premises which involves the use, handling,

generation, treatment, storage or disposal of any hazardous substance or waste.

Such written notice shall be delivered to the Lessor and PBP at least thirty

(30) days prior to the initiation of any such activity or operation and shall

contain at least the following:




 




(I)                                    a description of such activity or operation




(II)                                a detailed description of how and where such

hazardous substances or wastes will be used, handled, generated, treated,

stored, disposed, or otherwise managed;




(III)                             a good-faith estimate of the maximum quantity of

such hazardous substances or wastes that will be present at any one time on the

Demised Premises during any calendar month.




 




12





























 




(IV)                            a copy of any permits or licenses obtained by

governing the activity or operation.




 




(b)                                 Comply with all present and future federal, state

and local laws, codes, ordinances, regulations and permit and licenses

conditions governing the discharge, emission or disposal of any pollutant in,

to or from the Demised Premises, other premises or the environment and

prescribing methods for storing, handling or otherwise managing hazardous

substances and wastes including, but not limited to, the then-current versions

of the following statutes, their state analogs, and the regulations

implementing them: The Resource Conservation and Recovery Act (42 U.S.C. 6901

et seq.); the Comprehensive Environmental Response, Compensation and Liability

Act (42 U.S.C. 9601 et seq.); the Clean Water Act (33 U.S.C. 1251 et seq.);

the Clean Air Act (42 U.S.C. 7401 et seq.);

and the Toxic Substances Control Act (15 U.S.C. 2601 et seq.).




 




Lessee shall obtain all permits,

licenses and approvals required under federal, state and local laws, codes,

ordinances and regulations. Lessee shall give prompt written notice to the

Lessor and PBP of any violation of any such law, code, ordinance or regulation

by the Lessee, its subtenants, licensees or concessionaires, whether or not a

citation or other notice of violation has been issued by a governmental

authority, and shall take all steps

necessary to remedy such violation.




 




(c)                                  Lessee, upon expiration or termination of this

Lease, shall render to Lessor and PBP the Demised Premises in clean condition

and free from the presence and contamination of any hazardous substances or

wastes other than any of the same which were present at the commencement of

this lease. Prior to the expiration, Lessor and PBP reserves the right to have

an inspection ordered to determine compliance with applicable environmental

rules and regulations and the existence or any hazardous substance or hazardous

waste. All costs for said testing and inspections, if required by Lessor or

PBP, shall be at the sole cost and expense of Lessee.  In the event it is determined that any hazardous substance or

hazardous waste have been introduced to the property by Lessee, it’s agents,

employees or invitees, then Lessee agrees to be responsible and pay for all

cost associated with clean-up or removal of said hazardous waste or

substance.  In the event that said

clean-up or removal cannot be accomplished by the end of the term of the Lease,

then the term shall be automatically extended for such period as it takes to

remove or clean up the items found. During this extended term, all terms and

conditions of the Lease shall be increased by the sum of ten (10%) percent over

the rental in effect immediately prior to the end of the then current

term.  After removal or clean-up of the

items in question, a final report shall be prepared demonstrating that the

premises complies with all applicable environmental rules, regulations and agencies.

Said inspection, if required, shall be paid for by Lessee.




 




(d)                                 To the extent permissible by law, Lessee shall

accept full responsibility for and protect, defend, indemnify and save harmless

Lessor and PBP, their officers, agents and employees from and against any and

all claims, actions, suits, losses, damages, liability and expenses of any

character including, but not limited to, costs of investigation, remediation,

consequential damages, including loss of rent with respect to the Demised

Premises or with respect to any other portion of the (Lessor’s and PBP’s)

premises, fines or penalties, and reasonable legal fees in connection with (but

not limited to): loss of life, personal or bodily injury, disease, sickness,

mental distress and/or damage to any property (including the loss of use

resulting therefrom) or to the environment arising or resulting during or

subsequent to the lease term from or out of any conduct, activity, act,

omission or operation involving the use, handling, generation, treatment,

storage, disposal, other management or release of any hazardous substance or

waste at or from the Demised Premises not caused by Lessor.




 




36.                               Indemnifications.




 




Lessee will indemnify Lessor and PBP, and save Lessor

and PBP, including Lessor’s and PBP’s agents, employees and the respective partners,

officers, employees and agents of Lessor and PBP, harmless from and against any

and all claims, actions, damages, liability and expense (including without

limitation reasonable fees of attorney’s, investigators and experts) in

connection with (a) loss of life, personal injury or damage to property caused

to any person in or about the Demised Premises, or arising out of the occupancy

or use by Lessee of the Demised Premises or any part thereof, or occasioned

wholly or in part by any act or omission of Lessee, its agents, contractors,

employees, licensees or invitees, unless such loss, injury or damage was




 




13





























 




caused by the negligence

or willful misconduct of Lessor, or (b) any failure of Lessee to observe,

perform or comply with any of the terms, covenants and conditions of this

Lease. Without limiting the foregoing or any other waivers in favor of Lessor

or PBP set forth in this Lease, Lessee will forever release and hold Lessor and

PBP harmless from all claims arising out of damage to Lessee’s property unless

such damage occurs as a result of Lessor’s or PBP’s negligence or willful

misconduct and in no event shall Lessor or PBP be liable for damage to Lessee’s

property which is or could have been insured against by Lessee under commonly

available insurance policies. In case any such claim, action or proceeding for

which Lessor or PBP is indemnified is brought against Lessor or, upon notice

from Lessor or and at Lessee’s sole cost and expense, Lessee shall resist or

defend such claim, action or proceeding or shall cause it to be resisted or

defended by an insurer.




 




37.          Condition

of Premises When Vacated




 




Upon vacating Demised

Premises, Lessee agrees to remove all personal items and debris, broom clean premises,

and leave all mechanical equipment in working order as delivered and replace

all burned out bulbs.




 




38.          Option to

Renew




 




Lessee shall have the

option to renew this Lease for two terms of five (5) years each commencing on

the day following the end of the initial fifteen (15) year term hereof on the

same terms and conditions as are in effect immediately prior to the expiration

of said initial term except for adjustment of the Annual Fixed Rent Rate as

hereinafter set forth provided that:




 




(a)           Lessee shall give Lessor and PBP

written notice of its election to renew for the renewal term of at least

nine(9) months prior to the expiration of the then current term; and




 




(b)           Lessee shall not be in default as of

the date of giving of such notice of election to renew or as of the

commencement date of the renewal term; and




 




(c)           Sinclair is not in default under the

terms of the Sinclair Lease; and




 




(d)           The Sinclair Lease is renewed for the

same length as Lessee desires and elects this Lease to be renewed; and




 




(e)           The rental during the renewal period

shall be as follows:




 




	

   


  	

   


  	

  Monthly


  	

   


  	

  Annual


  	

   


  
	

  YEAR - 16


  	

   


  	

  52,588.02


  	

   


  	

  631,056.28


  	

   


  
	

  YEAR - 17


  	

   


  	

  54,165.66


  	

   


  	

  649,987.97


  	

   


  
	

  YEAR - 18


  	

   


  	

  55,790.63


  	

   


  	

  669,487.61


  	

   


  
	

  YEAR - 19


  	

   


  	

  57,464.35


  	

   


  	

  689,572.24


  	

   


  
	

  YEAR - 20


  	

   


  	

  59,188.28


  	

   


  	

  710,259.40


  	

   


  
	

  YEAR - 21


  	

   


  	

  60,963.93


  	

   


  	

  731,567.19


  	

   


  
	

  YEAR - 22


  	

   


  	

  62,792.85


  	

   


  	

  753,514.20


  	

   


  
	

  YEAR - 23


  	

   


  	

  64,676.64


  	

   


  	

  776,119.63


  	

   


  
	

  YEAR - 24


  	

   


  	

  66,616.94


  	

   


  	

  799,403.22


  	

   


  
	

  YEAR - 25


  	

   


  	

  68,615.44


  	

   


  	

  823,385.31


  	

   


  





 




14





























 




39.          Written

Notices.




 




All required written

notices shall be sent by certified mail, return receipt requested, or by a

nationally recognized overnight delivery service, to the following addresses:




 




	

  PBP:


  	

  PBP-3, LP


  
	

   


  	

   


  
	

   


  	

  1030 W. Germantown Pike


  P.O. Box 287


  Fairview Village, PA 19409


  
	

   


  	

   


  
	

  With copies to:


  	

  Craig H. Fox, Esquire


  FOX AND FOX


  706 One Montgomery Plaza


  Norristown, PA 19401


               and


  Continental Realty Co., Inc.


  700 W. Germantown Pike


  Norristown, PA 19403


  Attn: Joseph Gambone, Jr.


  
	

   


  	

   


  
	

  Lessee:


  	

  Acrodyne Industries,

  Inc.


  516 Townshipline Road


  Blue Bell, PA 19422


  
	

   


  	

   


  
	

  With copies to:


  	

  Sinclair Broadcast

  Group, Inc.


  10706 Beaver Dam Road


  Cockeysville, MD  21030


  Attn: General Counsel


               and


  Stephen A. Thomas, Esquire


  Thomas & Libowitz, P.A.


  100 Light Street


  Suite 1100


  Baltimore, MD 21202-1053


  
	

   


  	

   


  
	

  Agent:


  	

  Continental Realty Co.,

  Inc.


  700 W. Germantown Pike


  East Norriton, PA 19403


  Attention:  Joseph Gambone, Jr.


  
	

   


  	

   


  
	

  With copies to:


  	

  Craig H. Fox, Esquire


  FOX AND FOX


  706 One Montgomery Plaza


  Norristown, PA 19401


  





 




15





























 




	

  Sinclair:


  	

  Sinclair

  Broadcast Group,


  Inc. 10706 Beaver Dam Road


  Cockeysville, MD 21030


  Attn: General Counsel


  
	

   


  	

   


  
	

  With

  copies to:


  	

  Stephen

  A. Thomas, Esquire


  Thomas & Libowitz, P.A.


  100 Light Street


  Suite 1100


  Baltimore, MD 21202-1053


  





 




Either party may change

its address from time to time by providing the other party with written notice

as required pursuant to this Section 39. Notice shall be effective upon the

earlier of receipt or three (3) business days after being sent as set forth

above.




 




40.          Subordination.




 




This agreement of Lease

and all its terms, covenants and provisions are and each of them is subject and

subordinate to any lease or other arrangement or right to possession, under

which the Lessor is in control of the Demised Premises, to the rights of the

Sinclair Lease, to the rights of the owner or owners of the Demised Premises

and of the, land or buildings of which the Demised Premises are a part, to all

rights of the Lessor’s Lessor and to any and all mortgages and other

encumbrances now or hereafter placed upon the Demised Premises or upon the land

and/or buildings containing the same.




 




41.          Financial

Statements.




 




Lessee agrees from time

to time upon written request from Lessor or PBP to provide current financial

statements. The statement shall be delivered by Lessee to Lessor and PBP within

thirty (30) days of request and shall be the most recent financial statement

available to Lessee.




 




42.          Arbitration.




 




Any and all disputes

arising from or under this Lease shall be submitted to binding arbitration as

the exclusive forum for determination pursuant to Subchapter B of the

Pennsylvania Uniform Arbitration Act (42 Pa. Cons. Stat. Ann. §73.41 et seq.)

being common law arbitration. The dispute shall be determined by a panel of

three arbitrators: one selected and paid for by the Lessor; one selected and

paid for by the Lessee; and the third selected by the Lessor’s and the Lessee’s

arbitrators and the cost split equally by the parties. A majority decision of

the arbitrators shall be controlling. Notwithstanding anything to contrary

contained herein, should the Lessor choose to pursue the remedy of confession

of judgment for money or possession or injunctive relief, the Lessor may pursue

such relief directly in any court of competent jurisdiction in the Commonwealth

of Pennsylvania.




 




43.          Estoppel

Certification.




 




Lessee agrees that at any

time and from time to time at reasonable intervals, within five (5) business

days after written request by Lessor or PBP, Lessee will execute, acknowledge

and deliver to Lessor and PBP, Lessor’s or PBP’s mortgagee, or other person

designate by Lessor or PBP a certificate in a form as may, from time to time,

be provided, ratifying this Lease and certifying (i) that Lessee has entered

into occupancy of the Demised Premises and the date of such entry if such is

the case; (ii) that the Lease is in full force and effect and has not been

assigned, modified, supplemented or amended in any way (or, if there has been

any assignment, modification, supplement or amendment, identifying the same);

(iii) that this Lease represents the entire agreement between Lessor and Lessee

as to the subject matter hereof; (iv) the date of commencement and expiration

of the term; (v) that all conditions under this Lease to be performed by lessor

have been satisfied and all required contributions by Lessor to Lessee on

account of Lessee and Lessee’s improvements




 




16





























 




have been received (and

if not, what conditions remain unperformed); (vi) that to the knowledge of the

signer of such writing no default exists in the performance or observance of

any covenant or condition in this Lease and there are no defenses or offsets

against the enforcement of this Lease by Lessor (or specifying each default,

defense or offset of which the signer may have knowledge): (vii) that no

Minimum Rent or other rental has been paid in advance and no security has been

deposited with Lessor except as set forth in this lease; (ix) the amount of

Minimum Rent and other charges payable by Lessee under the Lease; (x) that

Lessor has no obligation for painting, repairs or improvements to the Demised

Premises; and (xi) that there are no renewal options or options to purchase or

expand the Demised Premises (except as stated in this Lease). Lessee hereby

irrevocably appoints Lessor its attorney-in-fact to execute such a writing in

the event Lessee shall fail to do so within five (5) business days of receipt

of Lessor’s request.




 




44.          Lease

Contains All Agreements.




 




It is expressly

understood and agreed by and between the parties hereto that this lease and the

riders attached hereto and forming a part hereof set forth all the promises,

agreements, conditions and understandings between Lessor or his Agent and

Lessee relative to the Demised Premises, and that there are no promises,

agreements, conditions or understanding, either oral or written, between them

other than herein set forth. It is further understood and agreed that, except

as herein otherwise provided, no subsequent alteration, amendment, change or

addition to this lease shall be binding upon Lessor or Lessee unless reduced to

writing and signed by them, and approved by PBP.




 




45.          Heirs and

Assignees.




 




All rights and

liabilities herein given to, or imposed upon, the respective parties hereto

shall extend to and bind the several and respective heirs, executors,

administrators, successors and assigns of said parties; and if there shall be

more than one Lessee, they shall be bound jointly and severally by the terms,

covenants and agreements herein, and the word “Lessee” shall be deemed and

taken to mean each and every person or party mentioned as a Lessee herein, be

the same one or more; and if there shall be more than one, any notice required

or permitted by the terms of this lease may be given by or to any one thereof,

and shall have the same force and effect as if given by or to all thereof. The

words “his” and “him” wherever stated herein, shall be deemed to refer to the

“Lessor” or “Lessee” whether such Lessor or Lessee be singular or plural and

irrespective of gender. No rights, however, shall inure to the benefit of any

assignee of Lessee unless the assignment to such assignee has been approved by

Lessor in writing as aforesaid.




 




46.          Moving

Cause.




 




No commission shall be

paid to any party relating to this Lease Agreement.




 




47.          Heading No

Part of Lease.




 




Any headings preceding

the text of the several paragraphs and sub-paragraphs hereof are inserted

solely for convenience of reference and shall not constitute a part of this

lease nor shall they affect its meaning, construction or effect.




 




48.          Liens.




 




Each party hereto shall

promptly pay when due the entire cost of all work done or ordered to be done by

it to the Demised Premises, and shall keep the Demises Premises free of any

liens for labor or materials. Should Mechanics’, Materialmen’s or other liens

be filed against the Demises Premises by reason of the acts of either party

hereto, such party shall cause the lien to be cancelled and discharged of

record by bond or otherwise, within thirty (30) days of receiving actual notice

of such lien.




 




17





























 




49.          Holding

Over.




 




In the event that Lessee

remains in possession of the Demised Premises after expiration of this Lease

and any extensions thereof without the execution of a new lease, the Lessee

shall not acquire any right, title or interest in or to the Demises Premises,

and in such event, the Lessee shall occupy the Demises Premises as a Lessee

from month-to-month, provided that the fixed minimum rent shall, upon thirty

(30) days notice from Lessor, increase to 150% of the amount then being charged

under the lease, for both Lessor and Lessee shall otherwise be subject to all

of the conditions, provisions and obligations of this lease as set forth

herein.




 




58.          Use of

Demised Premises.




 




Lessee shall be permitted

to use the Demised Premises for office, manufacturing and warehouse purchases,

and such other uses as are ancillary thereto.




 




58.          PBP Consent.




 




Any provision in this

Lease which requires the consent of Lessor shall also be deemed to require the

consent of PBP.




 




59.          Additional

cause of termination.




 




This Lease shall

immediately terminate, without notice, if Sinclair defaults under the terms of

the Sinclair Lease, which default is not cured within any applicable cure

period.




 




In Witness Whereof, the parties hereto have

executed these presents the day and year first above written, and intend to be

legally bound thereby.




 




	

  SEALED AND DELIVERED IN

  THE PRESENCE OF:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  LESSOR:


  
	

   


  	

   


  	

   


  
	

  ATTEST:


  	

   


  	

  SINCLAIR BROADCAST

  GROUP, INC.


  
	

   


  	

   


  	

   


  
	

    By:  /s/ J. Duncan Smith


  	

   


  	

    By:  /s/ David Smith


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  LESSEE:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  ATTEST:


  	

   


  	

  ACRODYNE

  INDUSTRIES, INC.


  
	

   


  	

   


  	

   


  
	

    By:  /s/ Ronald R. Lanchoney


  	

   


  	

    By:  /s/ A. Robert Mancuso


  
	

  Secretary


  	

   


  	

  President


  





 




18





























 




EXHIBIT “A”




 




PROVIDENCE BUSINESS CENTER SITE PLAN


JOB #993452, SHEET 1 OF 6


PREPARED BY BURSICH ASSOCIATES, INC.




DATED AUGUST 20, 1999






[SEE ATTACHMENT TO LEASE AGREEMENT BY AND


BETWEEN PBP-3, LP AND SINCLAIR BROADCAST GROUP,


INC.]




 





























 




EXHIBIT “E”




 




BASE IMPROVEMENTS TO 16,000 SQ FT


SPACE