Exhibit
10.3





Tenant:
Emtec, Inc.


Suite
No.: 420





LEASE





THIS
LEASE (“Lease”) is entered into as of the 9th
day of March, 2010, between RADNOR CENTER ASSOCIATES, a Pennsylvania limited
partnership (“Landlord”), and EMTEC, INC., a New Jersey corporation with its
principal place of business at 11 Diamond Road. Springfield. NJ 07081
(“Tenant”).





In
consideration of the mutual covenants stated below, and intending to be legally
bound, the parties covenant and agree as follows:





1.        
    PREMISES. Landlord leases to Tenant
and Tenant leases from Landlord Suite No. 420, which the parties stipulate and
agree is 7,342 rentable square feet as shown on the space planattached hereto as Exhibit “A” (“Premises”),
located at Two Radnor Corporate Center, 100 Matsonford Road, Radnor,
Pennsylvania 19087 (“Building”), which is a part of the project located at
Radnor Corporate Center (“Project”). The Premises are delivered “As Is”, with
the exception of Landlord, at Landlord’s expense, painting and carpeting the
Premises (“Landlord’s Work”). Landlord shall further make available to Tenant, a
tenant improvement allowance in the maximum amount of $15.00 per rentable square
foot of the Premises (“Tenant Allowance”), which shall be used to renovate of
the Premises. Tenant shall have until March 31, 2011 to decide how it wishes for
Landlord to renovate the Premises and until September 30, 2011 to allow Landlord
access to the Premises to construct the renovations or the Tenant Allowance
shall be forfeited. All renovation costs in excess of the Tenant Allowance shall
be amortized into the Fixed Rent at 8.5% interest.





2.TERM.The Term of this
Lease shall commence on April 1, 2010, but in no event later than when Tenant
assumes possession of the Premises for its Permitted Use (the “Commencement
Date”). The Term shall be for a period of 7 years and two (2) months (“Term”)
ending on the last day of the calendar month. The Commencement Date and the
total cost of the Landlord’s Work shall be confirmed by Landlord and Tenant by
the execution of a Confirmation of Lease Term (“COLT”) in the form attached
hereto as Exhibit “B”. If Tenant
fails  to execute or object to the COLT within ten (10) business days
of its delivery. Landlord’s determination of such dates and costs shall be
deemed accepted by Tenant.





3.   FIXED RENT: SECURITY
DEPOSIT.





(a)
  Commencing on the Commencement Date and on the first (1st)
day of each month thereafter during the Term, Tenant shall pay to Landlord,
without notice or demand, and without set-off, deduction or counterclaim, the
monthly installment of annual Fixed Rent as set forth below by (i) check sent to
Landlord c/o Brandywine Realty Trust, P.O. Box 11951, Newark, NJ 07101-4951 or
(ii) wire transfer of immediately available funds to the account at Wachovia
Bank, Salem NJ account no. 2030000359075 ABA #031201467; such transfer to be
confirmed by Landlord’s accounting department upon written request by Tenant.
All payments must
include the following information: Building #592 and Lease
#______. The Lease #will be provided to Tenant
in the Confirmation
of Lease Term. Fixed Rent and all other sums due from Tenant under this Lease
shall collectively be defined as “Rent”.





LEASE YEAR
                                
                                PER R.S.F.
                                
                                
                                INSTALLMENTS
                                
                                
                                FIXED RENT4/1/10-5/31/10
                                
                                $
                                0.00,
                                *
                                
                                $
                                0.00
                                
                                
                                $
                                0.006/1/10-3/31/11
                                
                                $
                                26.50,
                                *
      (based upon
                                
                                $
                                14,005.25
                                
                                
                                $
                                168,063.006,342
                                rentable
      square feet)4/1/11-3/31/12
                                
                                $
                                27.30,
                                *
                                
                                $
                                16,703.05
                                
                                
                                $
                                200,436.604/1/12-3/31/13
                                
                                $
                                28.12,
                                *
                                
                                $
                                17,204.75
                                
                                
                                $
                                206.457.044/1/13-3/31/14
                                
                                $
                                28.96,
                                *
                                
                                $
                                17,718.69
                                
                                
                                $
                                212,624.324/1/14-3/31/15
                                
                                $
                                29.83,
                                *
                                
                                $
                                18,250.99
                                
                                
                                $
                                219,011.864/1/15-3/31/16
                                
                                $
                                30.72,
                                *
                                
                                $
                                18,795.52
                                
                                
                                $
                                225,546.244/1/16-5/31/17
                                
                                $
                                31.64,
                                *
                                
                                $
                                19,358.41
                                
                                
                                $
                                232,300.88




* plus
any charges set forth in Articles 4 and 5
below


1





(b)   Tenant
shall pay the firstfull month’s installment of Fixed Rent (orsuch initial partial month) and the Security Deposit (as defined
below) by two separate checks upon the Tenant’s execution of this Lease. If
anyamount due from Tenant is not paid
to Landlord when due, Tenant shall also pay as Additional Rent (as defined
in  Article
4 hereof) a late fee of five (5%) percent of the total payment then due.
The late fee shall accrue on the initial date of a payment’s due date,
irrespective of any grace period granted hereunder. Tenant shall be required to
pay a security deposit of $16,703.05 under this Lease (the “Security Deposit”),
as security for the prompt and complete performance by Tenant of every provision
of this Lease. No interest shall be paid to Tenant on the Security Deposit. If
Tenant fails to perform any of its obligations hereunder. Landlord may use,
apply or retain the whole or any part of the Security Deposit for the payment of
(i) any rent or other sums of money which Tenant may not have paid when due,
and/or (ii) any sum which Landlord may expend or be required to expend by reason
of Tenant’s default. The use of the Security Deposit by Landlord shall not
prevent Landlord from exercising any other remedy provided by this Lease or by
law and shall not operate as either liquidated damages or as a limitation on any
recovery to which Landlord may otherwise be entitled. If any portion of theSecurity
Deposit is used, applied or retained by Landlord, Tenant agrees, within five (5)
days after the written demand therefor is made by Landlord, to deposit cash with
the Landlord in an amount sufficient to restore the Security Deposit to its
original amount. In addition to the foregoing, if Tenant defaults (irrespective
of the fact that Tenant cured such default) more than once in its performance of
a monetary obligation and such monetary defaults aggregate in excess of
$50,109.15 under this Lease.Landlord may
require Tenant to increase the Security Deposit to the greater of twice the (i)
Fixed Rent then paid monthly, or (ii) the initial amount of the Security
Deposit. If Tenant shall fully comply with all of the provisions of this Lease,
the Security Deposit, or any balance thereof, shall be returned to Tenant within
a reasonable time after the later of expiration of the Term or Tenant’s
surrender of the Premises as required hereunder. Upon the return of the Security
Deposit to the original Tenant hereunder, or the remaining balance thereof,
Landlord shall be completely relieved of liability with respect to the Security
Deposit. In the event of a transfer of the Building, Landlord shall have the
right to transfer the Security Deposit and Landlord shall thereupon be released
by Tenant from all liability for the return of such Security Deposit. Upon the
assumption of such Security Deposit by the transferee, Tenant agrees to look
solely to the new landlord for the return of said Security Deposit.





4.         
   ADDITIONAL
RENT.





(a)   Commencing
on the Commencement Date, and in each calendar year thereafter during the Term,
Tenant shall pay in advance on a monthly basis to Landlord, Tenant’s Share of
the “Recognized Expenses”, without deduction, counterclaim or setoff, to the
extent such Recognized Expenses exceed the Recognized Expenses in calendar year
2010 (“Base Year”). Tenant’s Share is 7.18%, which is 7,342/102,243. Recognized
Expenses are (i) all reasonable “Operating Costs and Expenses” related to the
maintenance, operation and repair of the Project incurred by Landlord, including
but not limited to management fee not to exceed three (3%) percent of Rent;
common area electric; and capital expenditures and capital repairs and
replacements shall be included as operating expenses solely to the extent
of the amortized costs of same over the useful life of the improvementinaccordance with generally accepted
accounting principles such useful life not to exceed five (5) years; (ii) all
insurance premiums payable by Landlord for insurance with respect to the Project
and (iii) Taxes payable on the Project. Each of the Recognized Expenses shall
for all purposes be treated and considered as Additional Rent, Tenant shall pay,
in monthly installments in advance, on account of Tenant’s Share of Recognized
Expenses, the estimated amount of the increase of such Recognized Expenses for
such year in excess of the Base Year as determined by Landlord in its reasonable
discretion. Prior to the end of the calendar year in which the Lease commences
and thereafter for each successive calendar year (each, a “Lease Year”), or part
thereof, Landlord shall send to Tenant a statement of projected increases in
Recognized Expenses in excess of the Base Year and shall indicate what Tenant’s
Share of Recognized Expenses shall be. As soon as administratively available,
Landlord shall send to Tenant a statement of actual Recognized Expenses for
the  prior Lease Year showing the Share due from Tenant In the event
the amount prepaid by Tenant exceeds the amount that was actually due then
Landlord shall issue a credit to Tenant in an amount equal to the over charge,
which credit Tenant may apply to future payments on account of Recognized
Expenses until Tenant has been fully credited with the over charge. If the
credit due to Tenant is more than the aggregate total of future rental payments,
Landlord shall pay to Tenant the difference between the credit in such aggregate
total. In the event Landlord has undercharged Tenant, then Landlord shall send
Tenant an invoice with the additional amount due, which amount shall be paid in
full by Tenant within thirty (30) days of receipt.





(b)   Operating
Costs and expenses shall not
include any of the following:





(i)  Repairs
or other work occasioned by fire, windstorm or other insured casualty or by the
exercise of the right of eminent domain to the extent of insurance proceeds or
condemnation awards received therefor;





(ii)  Leasing
commissions, accountants’, consultants’, auditors or attorneys’ fees, costs and
disbursements and other expenses incurred in connection with negotiations or
disputes with other tenants or prospective tenants or other occupants, or
associated with the enforcement of any other leases or the defense of Landlord’s
title to or interest in the real property or any part thereof;





(iii)  Costs
incurred by Landlord in connection with construction of the Building and related
facilities, the correction of latent defects in construction of the Building or
the discharge of Landlord’s Work;





(iv)  Costs
(including permit, licenses and inspection fees) incurred in renovating or
otherwise improving or decorating, painting, or redecorating the Building or
space for other tenants or other occupants or vacant space;





(v)  Depreciation
and amortization;


2


(vi)  Costs
incurred due to a breach by Landlord or any other tenant of the terms and
conditions of any lease;





(vii)  Overhead
and profit increment paid to subsidiaries or affiliates of Landlord for
management or other services on or to the Building or for supplies, utilities or
other materials, to the extent that the costs of such services, supplies,
utilities or materials exceed the reasonable costs that would have been paid had
the services, supplies or materials been provided by unaffiliated parties on a
reasonable basis without taking into effect volume discounts or rebates offered
to Landlord as a portfolio purchaser;




(viii)  Interest
on debt or amortization payments on any mortgage or deeds of trust or any other
borrowings and any ground rent;





(ix)  Ground
rents or rentals payable by Landlord pursuant to any over-lease;





(x)  Any
compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord;





(xi)  Costs
incurred in managing or operating any “pay for” parking facilities within the
Project;





(xii)
Expenses resulting from the gross negligence or willful misconduct of Landlord;





(xiii)  Any
fines or fees for Landlord’s failure to comply with governmental,
quasi-governmental, or regulatory agencies’ rules and regulations;





(xiv)  Legal,
accounting and other expenses related to Landlord’s financing, re-financing,
mortgaging or selling the Building or the Project;





(xv)  Costs
for sculpture, decorations, painting or other objects of art in excess of
amounts typically spent for such items in office buildings of comparable quality
in the competitive area of the Building;





(xvi)  Cost
of any political, charitable or civic contribution or donation; and





(xvii)  Costs
that are capital in nature except as provided in subsection 4(a)
hereof.





(c)   Tenant
shall have the right, at its sole cost and expense, within ninety (90) days from
receipt of Landlord’s statement of Recognized Expenses, to audit or have its
appointed accountant audit Landlord’s records related to Recognized Expenses
provided that any such audit may not occur more frequently than once each
calendar year nor apply to any year prior to the year of the statement being
reviewed. In the event Tenant’s audit discloses any discrepancy, Landlord and
Tenant shall use their best efforts to resolve the dispute and make an
appropriate adjustment, failing which, they shall submit any such dispute to
arbitration pursuant to the rules and under the jurisdiction of the American
Arbitration Association in Philadelphia, Pennsylvania. The decision rendered in
such arbitration shall be final, binding and non-appealable. The expenses of
arbitration, other than individual legal and accounting expenses which shall be
the respective parties’ responsibility, shall be divided equally between the
parties. In the event, by agreement or as a result of an arbitration decision,
it is determined that the actual Recognized Expenses exceeded those claimed by
the Landlord by more than ten percent (10%), the actual, reasonable hourly costs
to Tenant of Tenant’s audit (including legal and accounting costs) shall be
reimbursed by Landlord. In the event Tenant utilizes a contingent fee auditor
and Landlord is responsible for the payment of such auditor, Landlord shall only
pay the reasonable hourly fee of such auditor.





5.     
       ELECTRICITY CHARGES.
Landlord shall not be liable for any interruption or delay in electric or any
other utility service for any reason unless caused by the gross negligence or
willful misconduct of Landlord or its agents. Landlord shall have the right to
change the electric and other utility provider to the Project or Building at any
time. Notwithstanding anything in this Lease to the contrary, Tenant shall pay
to Landlord, as Additional Rent, all charges incurred by Landlord or its agent
for electricity; such charges for the Premises shall be based upon Tenant’s
Share and such common area charges for the Building shall be based on Tenant’s
Share. The aforesaid electricity charges shall commence upon occupancy by Tenant
of the Premises. Landlord shall have the right to estimate the electric charge
but shall be required to reconcile on en annual basis based on invoices received
for such period.





Except
for reasons outside of Landlord’s control, Landlord, during the hours of 8:00
A.M. to 6:00 P.M. on weekdays and on Saturdays from 8:00 A.M. to 1:00 P.M.
(“Working Hours”), excluding legal holidays, shall furnish the Premises with
heat and air-conditioning in the respective seasons, and at all times provide
the Premises with electricity for lighting and usual office equipment. At any
hours other than the aforementioned, such heat and air-conditioning services
will be provided at Tenant’s expense at $75.00 per hour. Notwithstanding
anything herein to the contrary, if Landlord reasonably determines that Tenant’s
use of electricity is excessive, Tenant agrees to pay for the installation
of a separate electric meter to measure electrical usage in excess of normal
office use and to pay Landlord for all such excess electricity registered in
such submeter.




3


6.     
       SIGNS; USE OF PREMISES AND
COMMON AREAS. Landlord shall provide the original Tenant hereinabove
named with standard identification signage on all Building directories and at
the entrance to the Premises. No other signs shall be placed, erected or
maintained by Tenant at any place upon the Premises, Building or Project.
Tenant’s use of the Premises shall be limited to general office use and storage
incidental thereto (“Permitted Use”). The Permitted Use shall be subject to all
applicable laws and governmental rules and regulations and to all reasonable
requirements of the insurers of the Building Tenant shall not install in or for
the Premises, any equipment which requires more electric current than is
standard. Tenant shall have the right, non-exclusive and in common with others,
to use (i) the exterior paved driveways and walkways of the Building for
vehicular and pedestrian access to the Building, (ii) the internal common area,
including elevators and (iii) the designated parking areas of the Project for
the parking of automobiles of Tenant and its employees and business visitors;
provided Landlord shall have the right in its sole discretion and from time to
time, to construct, maintain, operate, repair, close, limit, take out of
service, alter, change and modify all or any part of the common areas of the
Project, including without limitation, reasonably restrict or limit Tenant’s
utilization of the parking areas in the event the same become overburdened and
in such case to equitably allocate on proportionate basis or assign parking
spaces among Tenant and the other tenants of the Building.





7.         
   ENVIRONMENTAL
MATTERS. Tenant shall not generate, manufacture, refine, transport,
treat, store, handle, dispose, bring or otherwise cause to be brought or permit
any of its agents, employees, contractors or invitees to bring in, on or about
any part of the Premises, Building or Project, any hazardous substance or
hazardous waste in violation of applicable law.





8.     
       TENANTS ALTERATIONS.
Tenant will not cut or drill into or secure any fixture, apparatus or equipment
or make alterations, improvements or physical additions (collectively,
“Alterations”) of any kind to any part of the Premises without first obtaining
the written consent of Landlord, such consent not to be unreasonably withheld.
Notwithstanding anything in this Lease to the contrary, all furniture, trade
fixtures and equipment (including telephone, security and communication
equipment system wiring and cabling) installed by or for Tenant, its assignees
or sublessees shall be removed by Tenant at the termination of this
Lease.





9.         
   ASSIGNMENT AND
SUBLETTING.





(a)   Tenant
shall not, without the prior written consent of Landlord, such consent not to be
unreasonably withheld, assign this Lease or any interest herein or sublet the
Premises or any part thereof. Any of the foregoing acts without such consent
shall be void. If at any time during the Term Tenant desires to assign this
Lease or sublet all or any part of the Premises, Tenant shall give notice to
Landlord of such desire, including the name, address and contact party for the
proposed assignee or subtenant, the effective date of the proposed assignment or
sublease (including the proposed occupancy date by the proposed assignee or
sublessee), and in the instance of a proposed sublease, the square footage to be
subleased, a floor plan professionally drawn to scale depicting the proposed
sublease area, and a statement of the duration of the proposed sublease (which
shall in any and all events expire by its terms prior to the scheduled
expiration of this Lease, and immediately upon the sooner termination hereof).
Landlord may, at its option, exercisable by notice given to Tenant within
forty-five (45) days next following Landlord’s receipt of Tenant’s notice, elect
to recapture the Premises if Tenant is proposing to sublet or terminate this
Lease in the event of an assignment. Regardless of Landlord’s consent, no
subletting or assignment shall release Tenant of Tenant’s obligation or alter
the primary liability of Tenant to pay the Rent and to perform all other
obligations to be performed by Tenant hereunder for the remainder of the then
current Lease Term. Landlord shall be entitled to a $250 fee for consenting to
any sublet or assignment.





(b)   The
parties agree that if shall not be unreasonable to Landlord to withhold its
consent to any assignment or sublease if: (i) the proposed assignee or sublessee
shall have a net worth which is not acceptable to Landlord in Landlord’s
reasonable discretion; (ii) the proposed assignee or sublessee shall have no
reliable credit history or an unfavorable credit history, or other reasonable
evidence exists that the proposed assignee or sublessee will experience
difficulty in satisfying its financial or other obligations under this Lease;
(iii) the proposed assignee of sublessee, in Landlord’s reasonable opinion, is
not reputable and of good character; (iv) the portion of the Premises requested
to be subleased renders the balance of the Premises unleasable as a separate
area; (v) Tenant is proposing a sublease at a rental or subrental rate which is
less than the then fair market rental rate for the portion of the Premises being
subleased or assigned, or Tenant is proposing to assign or sublease to an
existing tenant of the Building or another property owned by Landlord or by its
partners, or to another prospect with whom Landlord or its partners, or their
affiliates are then negotiating; (vi) the proposed assignee or sublessee will
cause Landlord’s existing parking facilities to be reasonably inadequate, or in
violation of code requirements, or require Landlord to increase the parking area
or the number of parking spaces to meet code requirements, or the nature of such
party’s business shall reasonably require more than four (4) parking spaces per
1,000 rentable square feet of floor space, or (vii) the nature of such party’s
proposed business operation would or might reasonably permit or require the use
of the Premises in a manner inconsistent with the “Permitted Use” specified
herein, would or might reasonably otherwise be in conflict with express
provisions of this Lease, would or might reasonably violate the terms of any
other lease for the Building, or would, in Landlord’s reasonable judgment,
otherwise be incompatible with other tenancies in the Building.




4


(c)   Notwithstanding
anything to the contrary in this Article 9(a) and
9(b), Tenant may, after notice to, but without the consent of Landlord,
assign this Lease to an affiliate (i.e., a corporation 50% or more of whose
capital stock is owned by the same stockholders owning 50% or more of Tenant’s
capital stock), parent or subsidiary corporation of Tenant or to a corporation
to which it sells or assigns all of substantially all of its assets or stock or
with which it may be consolidated or merged (“Affiliate”), provided such
purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in
writing, assume and agree to perform all of the obligations of Tenant under this
Lease, shall have a net worth at least equal to $10,000,000, and it shall
deliver such assumption with a copy of such assignment to Landlord within ten
(10) days thereafter, and provided further that Tenant shall not be released or
discharged from any liability under this Lease by reason of such
assignment.





10.           LANDLORD’S RIGHT OF
ENTRY. Landlord and persons authorized by Landlord may enter the Premises
at all reasonable times upon reasonable advance notice (or any time without
notice in the case of an emergency). Landlord shall not be liable for
inconvenience to or disturbance of Tenant by reason of any such entry; provided,
however, that in the case of repairs or work, such shall be done, so far as
practicable, so as to not unreasonably interfere with Tenant’s use of the
Premises.





11.           REPAIRS AND
MAINTENANCE. Tenant, at its sole cost and expense, shall keep and
maintain the Premises in good order and condition, free of rubbish, and shall
promptly make all non-structural repairs necessary to keep and maintain such
good order and condition. Tenant shall have the option of replacing lights,
ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it shall
have the ability to advise Landlord of Tenant’s desire to have Landlord make
such repairs. If requested by Tenant, Landlord shall make such repairs to the
Premises within a reasonable time of notice to Landlord and shall charge Tenant
for such services at Landlord’s standard rate (such rate to be competitive with
the market rate for such services). When used in this Article 11, the term
“repairs” shall include replacements and renewals when necessary. All repairs
made by Tenant or Landlord shall utilize materials and equipment which are at
least equal in quality and usefulness to those originally used in constructing
the Building and the Premises. Landlord shall provide the janitorial services
for the Premises set forth on Exhibit
“C”.





12.           INSURANCE: SUBROGATION
RIGHTS.





(a)   Tenant
shall obtain and keep in force at all times during the term hereof, at its own
expense, commercial general liability insurance including contractual liability
and personal injury liability and all similar coverage with total limits
including the Umbrella limits of $3,000,000 on account of bodily injury to or
death of one or more persons as the result of any one accident or disaster and
on account of damage to property, or in such other amounts as Landlord may from
time to time reasonably require. Tenant shall also require its movers to procure
and deliver to Landlord a certificate of insurance naming Landlord as an
additional insured. Tenant shall, at its sole cost and expense, maintain in full
force and effect on all Tenant’s trade fixtures, equipment and personal property
on the Premises, a policy of “special form” property insurance covering the full
replacement value of such property. All liability insurance required hereunder
shall not be subject to
cancellation without at least thirty (30) days prior notice to all insureds, and
shall name Tenant as insured and Landlord and Brandywine Realty Trust as
additional insureds, and, if requested by Landlord, shall also name as an
additional insured any mortgagee or holder of any mortgage which may be or
become a lien upon any part of the Premises. Prior to the commencement of the
Tern, Tenant shall provide Landlord with certificates which evidence that the
coverages required have been obtained for the policy periods. Tenant shall also
furnish to Landlord throughout the Term replacement certificates at least thirty
(30) days prior to the expiration dates of the then current policy or policies.
All the insurance required under this Lease shall be issued by insurance
companies authorized to do business in the Commonwealth of Pennsylvania with a
financial rating of at least an A-X as rated in the most recent edition of
Best’s Insurance Reports and in business for the past five years. The limit of
any such insurance shall not limit the liability of Tenant hereunder. If Tenant
fails to maintain such insurance, Landlord may, but is not required to, procure
and maintain the same, at Tenant’s expense to be reimbursed by Tenant as
Additional Rent within ten (10) days of written demand. Any deductible under
such insurance policy in excess of Twenty Five Thousand ($25,000) must be
approved by Landlord in writing prior to issuance of such policy. Tenant shall
not self-insure without Landlord’s prior written consent. Each party hereto, and
anyone claiming through or under them by way of subrogation, waives and releases
any cause of action it might have against the other party and Brandywine Realty
Trust and their respective employees, officers, members, partners, trustees and
agents, on account of any loss or damage that is insured against under any
insurance policy required to be obtained hereunder or otherwise, and Landlord
hereby agrees to defend, indemnify and hold Tenant harmless at all times as to
any related claim(s) of Brandywine Realty Trust. Each party agrees that it shall
cause its insurance carrier to endorse all applicable policies waiving the
carrier’s right of recovery under subrogation or otherwise against the other
party.





(b)   Landlord
shall obtain and maintain the following insurance during the Term of this Lease:
(i) replacement cost insurance including “special form” property insurance on
the Building and on the Project, (ii) builder’s risk insurance for the Landlord
Work to be constructed by Landlord in the Project, and (iii) commercial general
liability insurance (including bodily injury and property damage) covering
Landlord’s operations at the Project in amounts reasonably required by the
Landlord’s lender or Landlord.





13.           INDEMNIFICATION.





(a)   Tenant
shall defend, indemnify and hold harmless Landlord, Brandywine Realty Trust and
their respective employees and agents from and against any and all third-party
claims, actions, damages, liability and expense (including all reasonable
attorney’s fees, expenses and liabilities incurred in defense of any such claim
or any action or proceeding brought thereon) arising from any activity, work or
things done, permitted or suffered by Tenant or its agents, licensees or
invitees in or about the Premises, the Building or the Project contrary to the
requirements of this Lease, and any negligence or willful act of Tenant or any
of Tenant’s agents, contractors, employees or invitees. Without limiting the
generality of the foregoing. Tenant’s obligations shall include any case in
which Landlord or Brandywine Realty Trust shall be made a party to any
litigation commenced by or against Tenant, its agents, subtenants, licensees,
concessionaires, contractors, customers or employees, in which case Tenant shall
defend, indemnify and hold harmless Landlord and Brandywine Realty Trust and
shall pay all costs, expenses and reasonable attorney’s fees incurred or paid by
Landlord and Brandywine Realty Trust in connection with such litigation, after
notice to Tenant and Tenant’s refusal to defend such litigation, and upon notice
from Landlord shall defend the same at Tenant’s expense by counsel satisfactory
to Landlord


5





(b)   Landlord
shall defend, indemnify and hold harmless Tenant and its respective employees
and agents from and against any and all third-party claims, actions, damages,
liability and expense (including all attorney’s fees, expenses and liabilities
incurred in defense of any such claim or any action or proceeding brought
thereon) arising from any activity, work or things done, permitted or suffered
by Landlord or its agents in or about the Premises, the Building or the Project
contrary to the requirements of the Lease, any breach or default in the
performance of any obligation of Landlord’s part to be performed under the terms
of this Lease, and any negligence or willful act of Landlord or any of
Landlord’s agents, contractors, employees or invitees. Without limiting the
generality of the foregoing, Landlord’s obligations shall include any case in
which Tenant shall be made a party to any litigation commenced by or against
Landlord, its agents, subtenants, licensees, concessionaires, contractors,
customers or employees, in which case Landlord shall defend, indemnify and hold
harmless Tenant and its respective employees and agents, and shall pay all
costs, expenses and reasonable attorney’s fees incurred or paid by Tenant
(again, as well as its respective employees and agents) in connection with such
litigation, after notice to Landlord and Landlord’s refusal to defend such
litigation, and upon notice from Tenant shall defend the same at Landlord’s
expense by counsel satisfactory to Tenant.





14.           FIRE DAMAGE. If (i)
the casualty damage is of a nature or extent that, in Landlord’s reasonable
judgment, the repair and restoration work would require more than two hundred
ten (210) consecutive days to complete after the casualty (assuming normal work
crews not engaged in overtime), or (ii) more than thirty (30%) percent of the
total area of the Building is extensively damaged, or (iii) the casualty occurs
in the last Lease Year of the Term and Tenant has not exercised a renewal right
or (iv) insurance proceeds are unavailable or insufficient, either party shall
have the right to terminate this Lease and all the unaccrued obligations of the
parties hereto, by sending written notice of such termination to the other
within thirty (30) days of the date of casualty. Such notice is to specify a
termination date no less than fifteen (15) days after its transmission. In the
event of damage or destruction to the Premises or any part thereof as set forth
in subsections (i), (ii) or (iii) above and neither party has terminated this
Lease, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be
equitably adjusted or abated for such time as the Premises is not capable of
being used by Tenant for its Permitted Use.





15.           SUBORDINATION: RIGHTS OF
MORTGAGEE. This Lease shall be subordinate at all times to the lien of
any mortgages now or hereafter placed upon the Premises, Building and/or Project
and land of which they are a part without the necessity of any further
instrument or act on the part of Tenant to effectuate such subordination. Tenant
further agrees to execute and deliver within ten (10) day of demand such further
instrument evidencing such subordination and attornment as shall be reasonably
required by any mortgagee. If Landlord shall be or is alleged to be in default
of any of its obligations owing to Tenant under this Lease, Tenant shall give to
the holder of any mortgage (the “Mortgagee”) now or hereafter placed upon the
Premises, Building and/or Project, notice by overnight mail of any such default
which Tenant shall have served upon Landlord. Tenant shall not be entitled to
exercise any right or remedy as there may be because of any default by Landlord
without having given such notice to the Mortgagee. If Landlord shall fail to
cure such default, the Mortgagee shall have forty-five (45) additional days
within which to cure such default.





16.           CONDEMNATION. If in
Landlord’s reasonable judgement a taking renders the Building unsuitable at
Landlord’s option, this Lease shall, at either party’s option, terminate as of
the date title to the condemned real estate vests in the condemnor, and the Rent
herein reserved shall be apportioned and paid in full by Tenant to Landlord to
that date and all rent prepaid for period beyond that date shall forthwith be
repaid by Landlord to Tenant and neither party shall thereafter have any
liability hereunder. If this Lease is not terminated after any such taking or
condemnation, the Fixed Rent and the Additional Rent shall be equitably reduced
in proportion to the area of the Premises which has been taken for the balance
of the Term. Tenant shall have the right to make a claim against the condemnor
for moving expenses and business dislocation damages to the extent that such
claim does not reduce the sums otherwise payable by the condemnor to
Landlord.





17.           ESTOPPEL CERTIFICATE.
Each party agrees at any time and from time to time, within ten (10) days after
the other party’s written request, to execute and deliver to the other party a
written instrument in recordable form certifying all information reasonably
requested.





18.           DEFAULT. If Tenant
fails to pay any installment of Rent when due; provided, however, Landlord shall
provide written notice of the failure to pay such Rent and Tenant shall have a
five (5) business day grace period from its receipt of such Landlord’s notice
within which to pay such Rent without creating a default hereunder. The late fee
set forth in Article
3 hereof shall be due on the first day after such payment is due
irrespective of the foregoing notice and grace period; Tenant “vacates” the
Premises (other than in the case of a permitted subletting or assignment) or
permits the same to be unoccupied; Tenant fails to bond over a construction or
mechanics lien within twenty (20) days of demand; Tenant fails to observe or
perform any of Tenant’s other non-monetary agreements or obligations herein
contained within twenty (20) days after written notice specifying the default,
or the expiration of such additional time period as is reasonably necessary to
cure such default, provided Tenant immediately commences and thereafter proceeds
with all due diligence and in good faith to cure such default; then, in any such
event, an “Event of Default” shall be deemed to exist and Tenant shall be in
default hereunder.


6





If an
Event of Default shall occur, the following provisions shall apply and Landlord
shall have, in addition to all other rights and remedies available at law or in
equity, including the right to terminate the Lease, the rights and remedies set
forth herein, which may be exercised upon or at any time following the
occurrence of an Event of Default. 1. Acceleration of Rent.
By notice to Tenant, Landlord shall have the right to accelerate all Rent and
all expense due hereunder and otherwise payable in installments over the
remainder of the Term; and the amount of accelerated rent to the termination
date, without further notice or demand for payment, shall be due and payable by
Tenant within five (5) days after Landlord has so notified Tenant, such amount
collected from Tenant shall be discounted to present value using an interest
rate of six percent (6%) per annum. Additional Rent which has not been included,
in whole or in part, in accelerated rent, shall be due and payable by Tenant
during the remainder of the Term, in the amounts and at the times otherwise
provided for in this Lease. 2. Landlord’s Damages.
The damages which Landlord shall be entitled to recover from Tenant shall be the
sum of: (i) all Fixed Rent and Additional Rent accrued and unpaid as of the
termination date; and (ii)(a) all reasonable costs and expenses incurred by
Landlord in recovering possession of the Premises, including legal fees, and
removal and storage of Tenant’s property, (ii)(b) the reasonable costs and
expenses of restoring the Premises to the condition in which the same were to
have been surrendered by Tenant as of the expiration of the Term, and (ii)(c)
the costs of reletting commissions; and (iii) all Fixed Rent and Additional Rent
otherwise payable by Tenant over the remainder of the Term as reduced to present
value and all consequential damages relating to Tenant’s breach of this Lease,
less deducting from the total determined under subsections (i), (ii) and (iii)
above, all Rent which Landlord receives from other tenant(s) by reason of the
leasing of the Premises during any period falling within the otherwise remainder
of the Term. Landlord agrees to use reasonable efforts to mitigate its damages,
provided that Landlord shall not be liable to Tenant for its inability to
mitigate damages if it shall endeavor to relet the Premises in like manner as it
offers other comparable vacant space or property available for leasing to others
in the Project of which the Building is a part. 3. Landlord’s Right to
Cure. Without limiting the generality of the foregoing, if Tenant shall
fail to perform any of its obligations hereunder, Landlord may, in addition to
any other rights it may have in law or in equity, cure such default on behalf of
Tenant, and Tenant shall reimburse Landlord upon demand for any sums paid or
costs incurred by Landlord in curing such default, including reasonable
attorneys’ fees and other legal expenses, together with interest at a rate of
twelve (12%) percent (“Default Rate”) from the dates of Landlord’s incurring of
costs or expenses. 4. Interest on Damage
Amounts. Any sums payable by Tenant hereunder, which are not paid after
the same shall be due, shall bear interest at the Default Rate. 5. No Waiver by
Landlord. No delay or forbearance by Landlord in exercising any
right or remedy hereunder, or Landlord’s undertaking or performing any act or
matter which is not expressly required to be undertaken by Landlord shall be
construed, respectively, to be a waiver of Landlord’s rights or to represent any
agreement by Landlord to undertake or perform such act or matter thereafter.
Waiver by Landlord of any breach by Tenant of any covenant or condition herein
contained (which waiver shall be effective only if so expressed in writing by
Landlord) or failure by Landlord to exercise any right or remedy in respect of
any such breach shall not constitute a waiver or relinquishment for
the  future of Landlord’s right to have any such covenant or condition
duly performed or observed by Tenant, or of Landlord’s rights arising because of
any subsequent breach of any such covenant or condition nor bar any right or
remedy of Landlord in respect of such breach or any subsequent
breach.





In
addition to, and not in lieu of any of the foregoing rights granted to
Landlord:





WHEN THIS
LEASE OR TENANT’S
RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR
ANY OTHER REASON, EITHER DURING THE TERM OF THIS LEASE OR ANY RENEWAL OR
EXTENSION THEREOF, AND ALSO WHEN AND AS SOON AS THE TERM HEREBY CREATED OR ANY
EXTENSION THEREOF SHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY AS
ATTORNEY FOR TENANT TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN
ACTION TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING
UNDER TENANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF
POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OF PROCEEDINGS,
WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE
BEEN COMMENCED THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES
HEREBY DEMISED REMAIN IN OR BE RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT
UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE
AS HEREINBEFORE SET FORTH, TO BRING ONE OR MORE ACTION OR ACTIONS AS
HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE SAID PREMISES.





In any
action to confess judgment in ejectment, Landlord shall first cause to be filed
in such action an affidavit made by it or someone acting for it setting forth
the facts necessary to authorize the entry of judgment, of which facts such
affidavit shall be conclusive evidence, and if a true copy of this Lease (and of
the truth of the copy such affidavit shall be sufficient evidence) be filed in
such 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.





[ILLEGIBLE]
(INITIAL). TENANT WAIVER.
TENANT SPECIFICALLY ACKNOWLEDGES THAT TENANT HAS VOLUNTARILY, KNOWINGLY AND
INTELLIGENTLY WAIVED CERTAIN DUE PROCESS RIGHTS TO A PREJUDGMENT HEARING BY
AGREEING TO THE TERMS OF THE FOREGOING PARAGRAPHS REGARDING CONFESSION OF
JUDGMENT. TENANT FURTHER SPECIFICALLY AGREES THAT IN THE EVENT OF DEFAULT,
LANDLORD MAY PURSUE MULTIPLE REMEDIES INCLUDING OBTAINING POSSESSION PURSUANT TO
A JUDGMENT BY CONFESSION AND EXECUTING UPON SUCH JUDGMENT. IN SUCH EVENT AND
SUBJECT TO THE TERMS SET FORTH HEREIN, LANDLORD SHALL PROVIDE FULL CREDIT TO
TENANT FOR ANY MONTHLY CONSIDERATION WHICH LANDLORD RECEIVES FOR THE LEASED
PREMISES IN MITIGATION OF ANY OBLIGATION OF TENANT TO LANDLORD FOR THAT MONEY.
FURTHERMORE, TENANT SPECIFICALLY WAIVES ANY CLAIM AGAINST LANDLORD AND
LANDLORD’S COUNSEL FOR VIOLATION OF TENANTS CONSTITUTIONAL RIGHTS IN THE EVENT
THAT JUDGMENT IFOR POSSESSION IS CONFESSED PURSUANT TO THIS
LEASE.




7





19.           SURRENDER. Tenant shall, at the
expiration of the Term, promptly quit and surrender the Premises in good order
and condition, normal wear and tear and damages caused by fire and other
casualty excepted, and in conformity with the applicable provisions of this
Lease. Tenant shall have no right to hold over beyond the expiration of the Term
and in the event Tenant fails to deliver possession of the Premises as herein
provided, Tenant’s occupancy shall not be construed to effect or constitute
anything other than a tenancy at sufferance. During the first thirty days
occupancy beyond the expiration of the Term, the amount of Fixed Rent owed to
Landlord by Tenant shall automatically increase for an additional month at one
hundred fifty percent (150%), the sum of the Rent as those sums are at that time
calculated under the provisions of the Lease. Thereafter, the amount of Fixed
Rent owed to Landlord by Tenant shall automatically increase, on a month to
month basis, at two hundred percent (200%), the sum of the Rent as those sums
are at that time calculated under the provisions of the Lease. The acceptance of
rent by Landlord or the failure or delay of Landlord in notifying or evicting
Tenant following the expiration or sooner termination of the Term shall not
create any tenancy rights in Tenant and any such payments by Tenant may be
applied by Landlord against its costs and expenses, including attorney’s fees,
incurred by Landlord as a result of such holdover.





20.           RULES AND REGULATIONS. At all times
during the Term, Tenant, its employees, agents, invitees and licenses shall
comply with all rules and regulations specified on Exhibit “D” attached
hereto and made a part hereof, together with all reasonable rules and
regulations as Landlord may from time to time promulgate provided they do not
materially increase the financial burdens of Tenant or take away any rights
specifically provided to Tenant in this Lease. In the event of an inconsistency
between the rules and regulations and this Lease, the provisions of this Lease
shall control.





21.           GOVERNMENTAL
REGULATIONS. Tenant shall, in the use and occupancy of the Premises and
the conduct of Tenant’s business or profession therein, at all times comply with
all applicable laws, ordinances, orders, notices, rules and regulations of the
federal, state and municipal governments. Landlord shall be responsible for
compliance with Title III of the Americans with Disabilities Act of 1990, 42
U.S.C. §12181 et seq. and its regulations,
(collectively, the “ADA”) (i) as to the design and construction of exterior and
interior common areas (e.g. sidewalks and
parking areas) and (ii) with respect to the initial design and construction by
Landlord. Except as set forth above in the initial sentence hereto, Tenant shall
be responsible for compliance with the ADA in all other respects concerning the
use and occupancy of the Premises, which compliance shall include, without
limitation (i) provision for full and equal enjoyment of the goods, services,
facilities, privileges, advantages or accommodations of the Premises as
contemplated by and to the extent required by the ADA, (ii) compliance relating
to requirements under the ADA or amendments thereto arising after the date of
this Lease and (iii) compliance relating to the design, layout, renovation,
redecorating, refurbishment, alteration, or improvement to the Premises made or
requested by Tenant at any time following completion of the Landlord’s
Work.





22.           NOTICES. Wherever a notice is
required, notice shall be deemed to have been duly given if in writing and
either: (i) personally served; (ii) delivered by pre-paid nationally recognized
overnight courier service; (iii) forwarded by Registered or Certified mail,
return receipt requested, postage prepaid; (iv) facsimile with a copy mailed by
first class U.S. mail or (v) e-mailed with evidence of receipt and delivery of a
copy of the notice by first class mail; in all such cases addressed to the
parties at the following addresses:






Tenant:
                  Emtec,
      Inc.11
      Diamond Rd,Springfield,
      NJAttn:
      CFO (Greg Chandler)Fax
      No:E-Mail:
      gregchandler@emtecinc.comLandlord:
                  Radnor
      Center Associates555
      East Lancaster Ave, Suite 100Radnor,
      PA 19087Attn:
      H. Jeffrey DeVuonoFax
      No: 610-325-5622E-Mail:
      jeff.devuono@bdnreit.comwith
      a copy to:Brandywine
      Realty Trust555
      East Lancaster Ave, Suite 100Radnor,
      PA 19087Attn:
      Brad A. MolotskyFax
      No.: 610-832-4928E-Mail:
      brad.molotsky@bdnreit.com


8




Each such
notice shall be deemed to have been given to or served upon the party to which
addressed on the date the same is delivered or delivery is refused.
  23.           BROKERS. Landlord and
Tenant each represents and warrants to the other that such party has had no
dealings, negotiations or consultations with respect to the Premises or this
transaction with any broker or finder other than Jones Lang LaSalle. Each party
shall indemnify and hold the other harmless from and against all liability, cost
and expense, including attorney’s fees and court costs, arising out of any
misrepresentation or breach of warranty under this Article. The broker shall be
paid by Landlord pursuant to a separate agreement.
  24.           LANDLORD’S LIABILITY. Landlord’s
obligations hereunder shall be binding upon Landlord only for the period of time
that Landlord is in ownership of the Building; and, upon termination of that
ownership, Tenant, except as to any obligations which are then due and owing,
shall look solely to Landlord’s successor in interest in the Building for the
satisfaction of each and every obligation of Landlord hereunder. Landlord shall
have no personal liability under any of the terms, conditions or covenants of
this Lease and Tenant shall look solely tothe equity of Landlord in the
Building for the satisfaction of any claim, remedy or cause of action accruing
to Tenant as a result of the breach of any section of this Lease by Landlord. In
addition to the foregoing, no recourse shall be had for an obligation of
Landlord hereunder, or for any claim based thereon or otherwise in respect
thereof, against any past, present or future trustee, member, partner,
shareholder, officer, director, partner, agent or employee of Landlord, whether
by virtue of any statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such other liability being expressly waived and
released by Tenant with respect to the above-named individuals and
entities.
  25.           RELOCATION. Landlord, at its sole expense,
on at least sixty (60) days’ prior written notice to Tenant, may require Tenant
to move from the Premises to another corner suite of substantially comparable
size and decor in the Building or in the Project. In the event of any such
relocation, Landlord shall pay all the expenses of preparing and decorating the
new premises so that they will be substantially similar to the Premises and
shall also pay the expenses of moving Tenant’s furniture and equipment to the
new premises.
  26.           MISCELLANEOUS PROVISIONS. (a) Successors. The
respective rights and obligations provided in this Lease shall bind and inure to
the benefit of the parties hereto, their successors and assigns; provided,
however, that no rights shall inure to the benefit of any successors or assigns
of Tenant unless Landlord’s written consent for the transfer to such successor
and/or assignee has first been obtained as provided in Article 9 hereof; (b)
Governing Law. This Lease shall be
construed, governed and enforced in accordance with the laws of the Commonwealth
of Pennsylvania, without regard to principles relating to conflicts of law; (c)
Entire Agreement. This Lease, including
the Exhibits and any Riders hereto, supersedes any prior discussions, proposals,
negotiations and discussions between the parties and the Lease contains all the
agreements, conditions, understandings, representations and warranties made
between the parties hereto with respect to the subject matter hereof, and may
not be modified orally or in any manner other than by an agreement in writing
signed by both parties hereto or their respective successors in interest.
Without in any way limiting the generality of the foregoing, this Lease can only
be extended pursuant to the terms hereof, with the due exercise of an option (if
any) contained herein or through a written agreement signed by both Landlord and
Tenant specifically extending the Term. No negotiations, correspondence by
Landlord or offers to extend the term shall be deemed an extension of the
termination date for any period whatsoever; (d) Time of
the Essence. TIME IS OF THE ESSENCE IN
ALL PROVISIONS OF THIS LEASE, INCLUDING ALL NOTICE PROVISIONS TO BE PERFORMED BY
OR ON BEHALF OF TENANT; (e) Accord
and Satisfaction. No payment by Tenant or receipt by Landlord of a
lesser amount than any payment of Fixed Rent or Additional Rent herein
stipulated shall be deemed to be other than on account of the earliest
stipulated Fixed Rent or Additional Rent due and payable hereunder, nor shall
any endorsement or statement or any check or any letter accompanying any check
or payment as Rent be deemed an accord and satisfaction. Landlord may accept
such check or payment without prejudice to Landlord’s right to recover the
balance of such Rent or pursue any other right or remedy provided for in this
Lease, at law or in equity; (f) Guaranty. Intentionally omitted. (g)
Force Majeure. If by reason of strikes or other
labor disputes, fire or other casualty (or reasonable delays in adjustment of
insurance), accidents, orders or regulations of any Federal, State, County or
Municipal authority, or any other cause beyond Landlord’s or Tenant’s (as the
case may be) reasonable control (each, a “force majeure event”), Landlord is
unable to furnish or is delayed in furnishing any utility or service required to
be furnished by Landlord under the provisions of this Lease or is unable to
perform or make or is delayed in performing or making any installations,
decorations, repairs, alterations, additions or improvements, or is unable to
fulfill or is delayed in fulfilling any of Landlord’s other obligations under
this Lease, no such inability or delay shall constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of Fixed Rent, or relieve Tenant from any of its obligations under
this Lease, or impose any liability upon Landlord or its agents, by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s
business, or otherwise. If Tenant is prohibited from or delayed in performing
any of its non-monetary obligations hereunder due to a force majeure event, it
shall not relieve Landlord of its obligations hereunder during the pendency of
such force majeure event. In the event that Tenant is delayed in performing any
act (other than any of its monetary obligations hereunder) because of a force
majeure event, then such performance shall be excused for the period of the
delay and the period for the performance of any such act shall be extended for
an equivalent period. (h) Financial Statments.
Tenant shall furnish to Landlord, Landlord’s Mortgagee, prospective Mortgage or
purchaser reasonably requested financial information; (i) Authority. Tenant represents and
warrants that (a) Tenant is duly organized, validly existing and legally
authorized to do business in the Commonwealth of Pennsylvania, and (b) the
persons executing this Lease are duly authorized to execute and deliver this
Lease on behalf of Tenant. Landlord represents and warrants that (a) it is duly
organized, validly existing and legally authorized to do business in the
Commonwealth of Pennsylvania, (b) the person executing this Lease is duly
authorized to execute and deliver this Lease on its behalf, and (c) that it has
full authority to enter into this Lease, including to grant to Tenant the
tenancy hereby contemplated; (j) Attorneys’
Fees. In connection with any litigation arising out of this Lease,
the prevailing party, Landlord or Tenant, shall be entitled to recover all costs
incurred, including reasonable attorneys’ fees.
  9




27. CONSENT TO
JURISDICTION. Tenant hereby consents to the exclusive jurisdiction of the
state courts located in Delaware County and to the federal courts located in the
Eastern District of Pennsylvania.




28. OFAC/PATRIOT ACT
COMPLIANCE. Tenant represents, warrants and covenants that Tenant is not
(i) listed on the Specially Designated Nationals and Blocked Persons List
maintained by the Office of Foreign Asset Control, Department of the Treasury
(“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25,
2001) (“Order”) and all applicable provisions of Title III of the USA Patriot
Act (Public Law No. 107-56 (October 26, 2001)); (ii) listed on the Denied
Persons List and Entity List maintained by the United States Department of
Commerce; (iii) listed on the List of Terrorists and List of Disbarred Parties
maintained by the United States Department of State, (iv) listed on any list or
qualification of “Designated Nationals” as defined in the Cuban Assets Control
Regulations 31 C.F.R. Part 515; (v) listed on any other publicly available list
of terrorists, terrorist organizations or narcotics traffickers maintained by
the United States Department of State, the United States Department of Commerce
or any other governmental authority or pursuant to the Order, the rules and
regulations of OFAC (including without limitation the Trading with the Enemy
Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50
U.S.C. §§ 1701-06; the unrepealed provision of the Iraq Sanctions Act, Publ.L.
No. 101-513; the United Nations Participation Act, 22 U.S.C. § 2349 as-9; The
Cuban Democracy Act, 22 U.S.C. §§ 6001-10; The Cuban Liberty and Democratic
Solidarity Act, 18 U.S.C. §§ 2332d and 233; and The Foreign Narcotic Kingpin
Designation Act, Publ. L. No. 106-120 and 107-108, all as may be amended from
time to time); or any other applicable requirements contained in any enabling
legislation or other Executive Orders in respect of the Order (the Order and
such other rules, regulations, legislation or orders are collectively called the
“Orders”); (vi) engaged in activities prohibited in the Orders; or (vii) (and
has not been) convicted, pleaded nolo contendere, indicted, arraigned or
custodially detained on charges involving money laundering or predicate crimes
to money laundering, drug trafficking, terrorist-related activities or other
money laundering predicate crimes or in connection with the Bank Secrecy Act (31
U.S.C. §§ 5311 et. seq.). Tenant further represents, warrants and covenants that
Tenant shall conduct its business operations in compliance with the forgoing
laws, rules, orders and regulations. Tenant hereby agrees to defend, indemnify,
and hold harmless Landlord from and against any and all claims, damages, losses,
risks, liabilities, and expenses (including attorney’s fees and costs) arising
from or related to any breach of the foregoing representations, warranties and
covenants. The breach of either of the above representations, warranties and
covenants by Tenant shall be an Event of Default under this Lease.




29. EARLY ACCESS TO
PREMISES. Tenant and its authorized agents, employees and contractors
shall have the right, at Tenant’s own risk, expense and responsibility, at all
reasonable times 15 days prior to the Commencement Date, to enter the Premises
for the purpose of taking measurements and installing its furnishings, fixtures
and equipment.




30. EARLY TERMINATION.
Tenant shall have a one-time right to terminate this Lease at the end of the
50th
month of the Term, provided Tenant (i) is not then in default, (ii) gives
Landlord not less than twelve (12) months prior written notice, and (iii) pays
to Landlord, at the time of said notice the sum of $93,000 representing the
unamortized cost of the transaction (“Termination Payment”). Failure to provide
written notice and payment within the prescribed time frame will be considered
by Landlord, without the necessity of additional notice, as a waiver of this
right to terminate. Tenant acknowledges and agrees that the Termination Payment
is not a penalty and is fair and reasonable compensation to Landlord for the
loss of expected rentals from Tenant over the remainder of the scheduled
term.




31. RENEWAL. Provided
Tenant is neither in default at the time of exercise nor has Tenant ever been in
default (irrespective of the fact that Tenant cured such default) of any
monetary obligations under this Lease more than twice during the Term and such
monetary default aggregates in excess of $50,109.15, and Tenant is fully
occupying the Premises and the Lease is in full force and effect. Tenant shall
have the right to renew this Lease for one (1) term of five (5) years beyond the
end of the current Term (“Renewal Term”). Tenant shall furnish written notice of
intent to renew nine (9) months prior to the expiration of the current Term,
failing which, such renewal right shall be deemed waived; time being of the
essence. The terms and conditions of this Lease during the Renewal Term shall
remain unchanged except that the annual Fixed Rent shall increase each year by
3% from the previous year. Anything herein contained to the contrary
notwithstanding. Tenant shall have no right to renew the term hereof other than
or beyond the one (I) term of five (5) years hereinabove described. It shall be
a condition of such Renewal Term that Landlord and Tenant shall have executed,
not less than seven (7) months prior to the expiration of the Term hereof, an
appropriate amendment to this Lease, in form and content satisfactory to each of
them, memorializing the extension of the Term hereof for the Renewal
Term.




32. QUIET ENJOYMENT.
Provided Tenant has performed all of the terms and conditions of this Lease to
be performed by Tenant, including the payment of Fixed Rent and Additional Rent,
Tenant shall peaceably and quietly hold and enjoy the Premises for the Term,
without hindrance from Landlord or anyone claiming by, through or under
Landlord, under and subject to the terms and conditions of this Lease and of any
mortgages now or hereafter affecting all of or any portion of the
Premises.




IN
WITNESS WHEREOF, the parties hereto have executed this Lease, under Seal, the
day and year first above written.


10




WITNESS:
                          
                          LANDLORD:RADNOR
      CENTER ASSOCIATESBy:
      Brandywine Radnor Center, L.L.C.,its general
      partner[ILLEGIBLE]
                          
                          By:
                          Daniel
      PalazzoName:
                          DANIEL
      PALAZZOTitle:
                          VICE
      PRESIDENT-ASSET MANAGERATTEST:
                          
                          TENANT:EMTEC,
      INC.By:
                          [ILLEGIBLE]Name:
                          
                          Name:
                          [ILLEGIBLE]Title:    Secretary
                          
                          Title:
                          CFO,
      EMTEC,
INC
 
 IF
THIS LEASE IS NOT SIGNED BY TENANT BY MARCH 9, 2010, IT WILL AUTOMATICALLY
BECOME NULL AND VOID.
 11




EXHIBIT
“A”




SPACE
PLAN








EXHIBIT
“B”


Tenant:
EMTEC, INC.


Premises:
Suite 420, Two Radnor Corporate Center, 100 Matsonford Road, Radnor,
Pennsylvania 19087


Square
Footage: 7,342





CONFIRMATION OF LEASE
TERM




THIS
MEMORANDUM is made as of the ___ day of _________, 2010, between RADNOR CENTER
ASSOCIATES, a Pennsylvania limited partnership, with an office at 555 East
Lancaster Avenue, Suite 100, Radnor, PA 19087 (“Landlord”) and EMTEC, INC., a
New Jersey corporation with its principal place of business at 11 Diamond Road,
Springfield, NJ 07081 (“Tenant”), who entered into a lease dated for reference
purposes as of ____________, 2010, covering certain premises located at Suite
420, Two Radnor Corporate Center, 100 Matsonford Road, Radnor, Pennsylvania
19087. All capitalized terms, if not defined herein, shall be defined as they
are defined in the Lease.




1. The Parties
to this Memorandum hereby agree that the date of _______________, 2010 is the “Commencement
Date” of the Term and the date _________________ is the expiration
date of the Lease.




2. Tenant hereby
confirms the following:




(a) That it has
accepted possession of the Premises pursuant to the terms of the
Lease;




(b) That the
improvements, including the Landlord’s Work required to be furnished according
to the Lease by Landlord have been substantially completed;




(c) That the
$16,703.05 Security Deposit has been paid as provided in the Lease;




(d) That there is
no default by Landlord or Tenant under the Lease and the Lease is in full force and
effect;




(e) That the
total cost of the renovations to the Premises was ______________. The amount of
$_______ over the amount of the Tenant Allowance is being amortized into Fixed
Rent at 8.5% interest. Accordingly, Fixed Rent shall be payable as
follows:




3.      Landlord
hereby confirms to Tenant that its Building Number is 592 and its Lease Number
is _______________. This information must accompany each Rent check or wire
payment.




4.      Tenant’s
Notice Address is:   Tenant’s Billing
Address is:




Emtec,
Inc.


11
Diamond Rd,


Springfield,
NJ


Attn: CFO
(Greg Chandler)


Fax
No:


E-Mail:
gregchandler@emtecinc.com







5. This
Memorandum, each and all of the provisions hereof, shall inure to the benefit,
or bind, as the case may require, the parties hereto, and their respective
successors and assigns, subject to the restrictions upon assignment and
subletting contained in the Lease.




WITNESS:
                      
                      LANDLORD:RADNOR
      CENTER ASSOCIATESBy:
      Brandywine Radnor Center, L.L.C.,its general
      partnerBy:WITNESS:
                      
                      TENANT:EMTEC,
      INC.By:










EXHIBIT
“C”




OFFICE CLEANING
SPECIFICATIONS




DAILY


Empty
Trash and Recycle


Remove
Spots/Spills from Carpet


Remove
Visible Debris/Litter from Carpet


Spot
Clean Desks and Tables


Straighten
Chair – Furniture


Turn Off
Lights




WEEKLY


Dust
Desks and Computer Monitors


Vacuum
Carpet


Clean
Wastebaskets


Clean
Light Fixtures and Vents


Clean
Telephones


Clean
Walls, Switch Plates and Baseboards


Dust File
Cabinets, Partitions and Bookshelves


Clean
Chairs


Clean
Doors


Clean
Tables


Dust
Pictures and Surfaces Over 5’


Dust
Window Sills, Ledges and Radiators


Spot
Clean Side Light Glass




RESTROOM
CLEANING SPECIFICIATIONS


DAILY


Sinks


Floors


Counters


Trash
Receptacle


Toilet/Urinals


Dispensers


Door


Spot
Clean Walls


Spot
Clean Partitions




WEEKLY


Dust
Lights


Dust
Surfaces Over 5’


Ceiling
Vents


Clean
Walls


Clean
Partitions




FLOOR
CARE SPECIFICIATIONS




DAILY


Spot
Clean Carpet




WEEKLY


Burnish
Polished Surfaces




MONTHLY


Machine
Scrub Restroom Floors


Scrub and
Recoat Copy Room Floors


Scrub and
Recoat Kitchenette Floors




ONCE
EVERY FOUR MONTHS


Shampoo
Conference Room Carpets




YEARLY


Strip and
Refinish all vinyl tile




THESE
SPECIFICATIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE


THE
COST FOR ANY CLEANING OVER AND ABOVE THE STANDARD CLEANING


SPECIFICATIONS IS TO BE BORNEBYTHE TENANT.








EXHIBIT
“D”





BUILDING
RULES AND REGULATIONS


LAST REVISION: January 1,
2009




Landlord
reserves the right to rescind any of these rules and make such other and further
rules and regulations as in the judgment of Landlord shall from time to time be
needed for the safety, protection, care and cleanliness of the Project, the
operations thereof, the preservation of good order therein and the protection
and comfort of its tenants, their agents, employees and invitees, which rules
when made and notice thereof given to Tenant shall be binding upon him, her or
it in a like manner as if originally prescribed.




1.
            Sidewalks,
      entrances, passages, elevators, vestibules, stairways, corridors, halls,
      lobby and any other part of the Building shall not be obstructed or
      encumbered by any Tenant or used for any purpose other than ingress or
      egress to and from each tenant’s premises. Landlord shall have the right
      to control and operate the common portions of the Building and exterior
      facilities furnished for common use of the tenants (such as the eating,
      smoking, and parking areas) in such a manner as Landlord deems
      appropriate.




2.
            No
      awnings or other projections shall be attached to the outside walls of the
      Building without the prior written consent of Landlord. All drapes, or
      window blinds, must be of a quality, type and design, color and attached
      in a manner approved by Landlord.




3.
            No
      showcases or other articles shall be put in front of or affixed to any
      part of the exterior of the Building, or placed in hallways or vestibules
      without prior written consent of
Landlord.




4.
            Restrooms
      and other plumbing fixtures shall not be used for any purposes other than
      those for which they were constructed and no debris, rubbish, rags or
      other substances shall be thrown therein. Only standard toilet tissue may
      be flushed in commodes. All damage resulting from any misuse of these
      fixtures shall be the responsibility of the tenant who, or whose
      employees, agents, visitors, clients, or licensees shall have caused
      same.




5.
            No
      tenant, without the prior consent of Landlord, shall mark, paint, drill
      into, bore, cut or string wires or in any way deface any part of the
      Premises or the Building of which they form a part except for the
      reasonable hanging of decorative or instructional materials on the walls
      of the Premises.




6.
            Tenants
      shall not construct or maintain, use or operate in any part of the project
      any electrical device, wiring or other apparatus in connection with a loud
      speaker system or other sound/communication system which may be heard
      outside the Premises. Any such communication system to be installed within
      the Premises shall require prior written approval of
    Landlord.




7.
            No
      mopeds, skateboards, scooters or other vehicles and no animals, birds or
      other pets of any kind shall be brought into or kept in or about the
      Building other than a service animal performing a specified
      task.




8.
            No
      tenant shall cause or permit any unusual or objectionable odors to be
      produced upon or permeate from its
premises.




9.
            No
      space in the Building shall be used for the manufacture of goods for sale
      in the ordinary course of business, or for sale at auction of merchandise,
      goods or property of any kind.




10.
            No
      tenant, or employees of tenant, shall make any unseemly or disturbing
      noises or disturb or interfere with the occupants of this or neighboring
      buildings or residences by voice, musical instrument, radio, talking
      machines, or in any way. All passage through the Building’s hallways,
      elevators, and main lobby shall be conducted in a quiet, business-like
      manner. Skateboarding, rollerblading and rollerskating shall not be
      permitted in the Building or in the common areas of the
      Project.




11.
            No
      tenant shall throw anything out of the doors, windows, or down corridors
      or stairs of the Building.




12.
            Tenant
      shall not place, install or operate on the Premises or in any part of the
      Project, any engine, stove or machinery or conduct mechanical operations
      or cook thereon or therein (except for coffee machine, microwave oven,
      toasters and/or vending machine), or place or use in or about the Premises
      or Project any explosives, gasoline, kerosene oil, acids, caustics or any
      other flammable, explosive, or hazardous material without prior written
      consent of Landlord.




13.
            No
      smoking is permitted in the Building, including but not limited to the
      Premises, rest rooms, hallways, elevators, stairs, lobby, exit and
      entrances vestibules, sidewalks, parking lot area except for the
      designated exterior smoking area. All cigarette ashes and butts are to be
      deposited in the containers provided for same, and not disposed of on
      sidewalks, parking lot areas, or toilets within the Building rest
      rooms.




14.
            Tenants
      are not to install any additional locks or bolts of any kind upon any door
      or window of the Building without prior written consent of Landlord. Each
      tenant must, upon the termination of tenancy, return to the Landlord all
      keys for the Premises, either furnished to or otherwise procured by such
      tenant, and all security access cards to the
  Building.









15.
            All
      doors to hallways and corridors shall be kept closed during business hours
      except as they may be used for ingress or
  egress.




16.
            Tenant
      shall not use the name of the Building, Project or Landlord in any way in
      connection with his business except as the address thereof. Landlord shall
      also have the right to prohibit any advertising by tenant, which, in its
      sole opinion, tends to impair the reputation of the Building or its
      desirability as a building for offices, and upon written notice from
      Landlord, tenant shall refrain from or discontinue such
      advertising.




17.
            Tenants
      must be responsible for all security access cards issued to them, and to
      secure the return of same from any employee terminating employment with
      them. Lost cards shall cost $35.00 per card to replace. No person/company
      other than Building tenants and/or their employees may have security
      access cards unless Landlord grants prior written
  approval.




18.
            All
      deliveries by vendors, couriers, clients, employees or visitors to the
      Building which involve the use of a hand cart, hand truck, or other heavy
      equipment or device must be made via the Freight Elevator, if such Freight
      Elevator exists in the Building. Tenant shall be responsible to Landlord
      for any loss or damage resulting from any deliveries made by or for tenant
      to the Building. Tenant shall procure and deliver a certificate of
      insurance from tenant’s movers which certificate shall name Landlord as an
      additional insured.




19.
            Landlord
      reserves the right to inspect all freight to be brought into the Building,
      and to exclude from the Building all freight or other material which
      violates any of these rules and
regulations.




20.
            Tenant
      will refer all contractors, contractor’s representatives and installation
      technicians, rendering any service on or to the premises for tenant, to
      Landlord for Landlord’s approval and supervision before performance of any
      contractual service or access to Building. This provision shall apply to
      all work performed in the Building including installation of telephones,
      telegraph equipment, electrical devices and attachments and installations
      of any nature affecting floors, walls, woodwork, trim, windows, ceilings,
      equipment or any other physical portion of the Building. Landlord reserves
      right to require that all agents of contractors/vendors sign in and out of
      the Building.




21.
            Landlord
      reserves the right to exclude from the Building at all times any person
      who is not known or does not properly identify himself to Landlord’s
      management or security personnel.




22.
            Landlord
      may require, at its sole option, all persons entering the Building after 6
      PM or before 7 AM, Monday through Friday and at any time on Holidays,
      Saturdays and Sundays, to register at the time they enter and at the time
      they leave the Building.




23.
            No
      space within the Building, or in the common areas such as the parking lot,
      may be used at any time for the purpose of lodging, sleeping, or for any
      immoral or illegal purposes.




24.
            No
      employees or invitees of tenant shall use the hallways, stairs, lobby, or
      other common areas of the Building as lounging areas during “breaks” or
      during lunch periods.




25.
            No
      canvassing, soliciting or peddling is permitted in the Building or its
      common areas by tenants, their employees, or other
  persons.




26.
            No
      mats, trash, or other objects shall be placed in the public corridors,
      hallways, stairs, or other common areas of the
  Building.




27.
            Tenant
      must place all recyclable items of cans, bottles, plastic and office
      recyclable paper in appropriate containers provided by Landlord in each
      tenant’s space. Removal of these recyclable items will be by Landlord’s
      janitorial personnel.




28.
            Landlord
      does not maintain suite finishes which are non-standard, such as kitchens,
      bathrooms, wallpaper, special lights, etc. However, should the need arise
      for repair of items not maintained by Landlord, Landlord at its sole
      option, may arrange for the work to be done at tenant’s
      expense.




29.
            Drapes
      installed by tenant, which are visible from the exterior of the Building,
      must be cleaned by Tenant at its own expense, at least once a
      year.




30.
            No
      pictures, signage, advertising, decals, banners, etc. are permitted to be
      placed in or on windows in such a manner as they are visible from the
      exterior, without the prior written consent of
  Landlord.




31.
            Tenant
      or tenant’s employees are prohibited at any time from eating or drinking
      in hallways, elevators, rest rooms, lobby or lobby
    vestibules.




32.
            Tenant
      shall be responsible to Landlord for any acts of vandalism performed in
      the Building by its employees, agents, invitees or
    visitors.









33.
            No
      tenant shall permit the visit to its Premises of persons in such numbers
      or under such conditions as to interfere with the use and enjoyment of the
      entrances, hallways, elevators, lobby or other public portions or
      facilities of the Building and exterior common areas by other
      tenants.




34.
            Landlord’s
      employees shall not perform any work or do anything outside of their
      regular duties unless under special instructions from Landlord. Requests
      for such requirements must be submitted in writing to
      Landlord.




35.
            Tenant
      agrees that neither tenant nor its agents, employees, licensees or
      invitees will interfere in any manner with the installation and/or
      maintenance of the heating, air conditioning and ventilation facilities
      and equipment.




36.
            Landlord
      will not be responsible for lost or stolen personal property, equipment,
      money or jewelry from tenant’s area or common areas of the Project
      regardless of whether such loss occurs when area is locked against entry
      or not.




37.
            Landlord
      will not permit entrance to tenant’s Premises by use of pass key
      controlled by Landlord, to any person at any time without written
      permission of tenant, except employees, contractors or service personnel
      supervised or employed by Landlord.




38.
            Tenant
      and its agents, employees and invitees shall observe and comply with the
      driving and parking signs and markers on the Building grounds and
      surrounding areas.




39.
            Tenant
      and its employees, invitees, agents, etc. shall not enter other separate
      tenants’ hallways, restrooms or premises unless they have received prior
      approval from Landlord’s
management.




40.
            Tenant
      shall not use or permit the use of any portion of the Premises for outdoor
      storage.




***********