Exhibit 10.2


FIRST AMENDMENT TO LEASE AGREEMENT


THIS
FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made on this 13th day of March,
2007, by and between LIBERTY PROPERTY LIMITED
PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”), and INTERNATIONAL HEALTH PARTNERS, INC., an Indiana corporation
(“Tenant”).


BACKGROUND:


A.            Landlord and Tenant entered into a certain Lease
Agreement dated April 22, 2004 (the “Lease”), covering certain premises
containing approximately 7,097 rentable square feet (“Premises”) known as Suite
107, located in Landlord’s building (“Building”) at 120 Gibraltar Road,
Horsham, Pennsylvania, as more fully described in the Lease.


B.            Tenant desires to decrease the size of the Premises and
to extend the Term of the Lease and Landlord has agreed to such decrease and
extension subject to the provisions of this First Amendment.  Accordingly, Landlord and Tenant desire to
amend the Lease.


NOW,
THEREFORE,  the parties hereto, in
consideration of the mutual promises and covenants contained herein and in the
Lease, and intending to be legally bound, hereby agree that the Lease is
amended as follows:


1.             All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Lease.


2.             Effective retroactive to December 1, 2006 (the “Effective
Date”), Section 1(a) of
the Lease defining “PREMISES” is
amended by reducing the approximate rentable square feet of the Premises from
7,097 rentable square feet to 7,067 rentable square feet.  The Premises, including the 30 rentable
square feet of space (the “Surrender Space”) being surrendered pursuant to this
First Amendment, is shown on Exhibit “A-1” attached hereto.


3.             Tenant has heretofore vacated and surrendered the
Surrender Space to Landlord.


4.             The “TERM” of the Lease is hereby
extended for one (1) additional term of thirty-six (36) months (the “Extended
Term”) commencing on June 1, 2007 and expiring at 11:59 P.M. local time on May
31, 2010.


5.             Section 1(c)(iii) of the Lease, defining “EXPIRATION
DATE”, is hereby amended to extend the Expiration Date until
May 31, 2010.


6.             Effective March 1, 2007, Section 1(d)(i) of the Lease, entitled “MINIMUM
ANNUAL RENT”, is amended by deleting the schedule contained
therein in its entirety and substituting the following schedule therefor:




	
  

  	
  Period

  	
   

  	
   

  	
   

  	
  Annual

  	
   

  	
   

  	
   

  	
  Monthly

  	
   

  	
   

  
	
  *3/1/07 — 5/31/07

  	
   

  	
   

  	
  ----------------

  	
   

  	
   

  	
   

  	
  $

  	
  7,508.69

  	
   

  	
   

  
																	






 











 


*Notwithstanding anything
contained in this First Amendment to the contrary, Landlord shall
provide Tenant with a credit in the amount of $95.64 against Tenant’s monthly
installment of Minimum Annual Rent for the first month of this period, which
credit represents Landlord’s reimbursement to Tenant for Tenant’s overpayment
of Minimum Annual Rent in the months of December, January and February.  Accordingly, Tenant’s monthly installment of
Minimum Annual Rent payable to Landlord on March 1, 2007 shall be in the amount
of $7,413.05.


7.             Effective March 1, 2007, Tenant shall pay on account of Estimated “ANNUAL OPERATING EXPENSES”,
pursuant to Section 1(d)(ii) of the Lease, an amount equal to the product of
7,067 multiplied by Landlord’s then current per square foot estimate thereof,
payable in equal monthly installments, subject to adjustment and reconciliation
as set forth in the Lease.


8.             Effective retroactive to the Effective Date,
Section 1(e) of the Lease, defining “PROPORTIONATE SHARE”, is amended by
deleting the reference to “14.45%” and substituting “14.39%” therefor.


9.             Tenant’s “MINIMUM ANNUAL RENT” obligation for
the Extended Term shall be as follows:




	
  

  	
  Period

  	
   

  	
   

  	
   

  	
  Annual

  	
   

  	
   

  	
   

  	
  Monthly

  	
   

  	
   

  
	
  6/1/07 — 5/31/08

  	
   

  	
   

  	
  $

  	
  93,637.75

  	
   

  	
   

  	
   

  	
  $

  	
  7,803.15

  	
   

  	
   

  
	
  6/1/08 — 5/31/09

  	
   

  	
   

  	
  $

  	
  97,171.25

  	
   

  	
   

  	
   

  	
  $

  	
  8,097.60

  	
   

  	
   

  
	
  6/1/09 — 5/31/10

  	
   

  	
   

  	
  $

  	
  100,704.75

  	
   

  	
   

  	
   

  	
  $

  	
  8,392.06

  	
   

  	
   

  
																		






 


10.           Tenant accepts the Premises in its “as is” “where
is” condition and Landlord shall have no obligations whatsoever to improve or
pay for improvements to the Premises for Tenant’s use and occupancy, except as
otherwise expressly set forth in the Lease.


11.           Tenant agrees that it has dealt with no brokers in
connection with this First Amendment. 
Tenant agrees to indemnify and hold Landlord harmless from any and all
claims for commissions or fees in connection with the Premises and this First
Amendment from any real estate brokers or agents with whom Tenant may have
dealt.


12.           Except as expressly modified herein, the terms and
conditions of the Lease shall remain unchanged and in full force and
effect.  Specifically, without limitation, in the event of any default by Tenant
of any of its obligations under the Lease, as hereby amended, Landlord shall be
entitled to pursue all remedies available under the Lease, as hereby amended,
or otherwise at law or in equity. 
Accordingly, Tenant agrees to the following:


(a)           When the Lease, as hereby amended,
and the Term or any extension thereof shall have been terminated on account of
any default by Tenant, or when the Term or any extension thereof shall have
expired, Tenant hereby authorizes any attorney of any court of record of the
Commonwealth of Pennsylvania to appear for Tenant and for anyone claiming by,
through or under Tenant and to confess judgment against all such parties, and
in favor of Landlord, in ejectment and for the recovery of possession of the
Premises, for which the Lease, as hereby amended, or a true and correct copy
thereof shall be good and sufficient warrant.











AFTER THE ENTRY OF ANY SUCH JUDGMENT A WRIT OF
POSSESSION MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT AND WITHOUT A
HEARING.  If for any reason
after such action shall have been commenced it shall be determined and
possession of the Premises remain in or be restored to Tenant, Landlord shall
have the right for the same default and upon any subsequent default(s) or upon
the termination of the Lease, as hereby amended, or Tenant’s right of
possession as therein set forth, to again confess judgment as therein provided,
for which the Lease, as hereby amended, or a true and correct copy thereof
shall be good and sufficient warrant.


(b)           In addition to the rights and
remedies provided in subsection (a) above, if Tenant shall default in the
payment of the Rent due under the Lease, as hereby amended, Tenant hereby
authorizes any attorney of any court of record of the Commonwealth of
Pennsylvania to appear for Tenant and to confess judgment against Tenant, and
in favor of Landlord, for all sums due under the Lease, as hereby amended, plus
interest, costs and an attorney’s collection commission equal to the greater of
10% of all such sums or $1,000, for which the Lease, as hereby amended, or a
true and correct copy thereof shall be good and sufficient warrant.  TENANT UNDERSTANDS THAT
THE FOREGOING PERMITS LANDLORD TO ENTER A JUDGMENT AGAINST TENANT WITHOUT PRIOR
NOTICE OR HEARING.  ONCE SUCH A JUDGMENT
HAS BEEN ENTERED AGAINST TENANT, ONE OR MORE WRITS OF EXECUTION OR WRITS OF
GARNISHMENT MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT AND WITHOUT
A HEARING, AND, PURSUANT TO SUCH WRITS, LANDLORD MAY CAUSE THE SHERIFF OF THE
COUNTY IN WHICH ANY PROPERTY OF TENANT IS LOCATED TO SEIZE TENANT’S PROPERTY BY
LEVY OR ATTACHMENT.  IF THE JUDGMENT
AGAINST TENANT REMAINS UNPAID AFTER SUCH LEVY OR ATTACHMENT, LANDLORD CAN CAUSE
SUCH PROPERTY TO BE SOLD BY THE SHERIFF EXECUTING THE WRITS, OR, IF SUCH
PROPERTY CONSISTS OF A DEBT OWED TO TENANT BY ANOTHER ENTITY, LANDLORD CAN
CAUSE SUCH DEBT TO BE PAID DIRECTLY TO LANDLORD IN AN AMOUNT UP TO BUT NOT TO
EXCEED THE AMOUNT OF THE JUDGMENT OBTAINED BY LANDLORD AGAINST TENANT, PLUS THE
COSTS OF THE EXECUTION.  Such
authority shall not be exhausted by one exercise thereof, but judgment may be
confessed as aforesaid from time to time as often as any of said rental and
other sums shall fall due or be in arrears, and such powers may be exercised as
well after the expiration of the initial Term of the Lease, as hereby amended,
and during any extended or renewal Term of the Lease, as hereby amended, and
after the expiration of any extended or renewal Term of the Lease, as hereby
amended.


(c)           The warrants to confess judgment set
forth above shall continue in full force and effect and be unaffected by
amendments to the Lease or other agreements between Landlord and Tenant even if
any such amendments or other agreements increase Tenant’s obligations or expand
the size of the Premises.  Tenant waives
any procedural errors in connection with the entry of any such judgment or in
the issuance of any one or more writs of possession or execution or garnishment
thereon.


(d)           TENANT
KNOWINGLY AND EXPRESSLY WAIVES (i) ANY RIGHT, INCLUDING, WITHOUT LIMITATION,
UNDER ANY APPLICABLE 











STATUTE,
WHICH TENANT MAY HAVE TO RECEIVE A NOTICE TO QUIT PRIOR TO LANDLORD COMMENCING
AN ACTION FOR REPOSSESSION OF THE PREMISES AND (ii) ANY RIGHT WHICH TENANT MAY
HAVE TO NOTICE AND TO HEARING PRIOR TO A LEVY UPON OR ATTACHMENT OF TENANT’S
PROPERTY OR THEREAFTER.


13.           Tenant acknowledges and agrees that the Lease is in full
force and effect.  To the best of Tenant’s
knowledge, as of the date hereof, Landlord is not in default under the Lease.


14.           This First Amendment shall be binding upon and inure to
the benefit of the parties and their respective successors and permitted
assigns.


IN
WITNESS WHEREOF,  Landlord and Tenant, intending to
be legally bound, have executed this First Amendment as of the day and year
first above written.


	
  

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
  LIBERTY PROPERTY LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Liberty Property Trust, Sole General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ James J. Mazzarelli

  	
   

  
	
   

  	
   

  	
   

  	
  Name: James J. Mazzarelli, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President, Regional Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
  INTERNATIONAL HEALTH PARTNERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Alex Soufflas

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Alex Soufflas

  	
   

  
	
   

  	
   

  	
   

  	
  Title: CFO & EVP