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                                                                    Exhibit 10.7







                                  OFFICE LEASE


                                NOMOS Corporation
                                     Lessee,


                            WATERFRONT CORPORATE PARK
                              2200 Georgetown Drive


                                      with


                            Sippel Enterprises, L.P.
                             2591 Wexford-Bayne Road
                               Sewickley, PA 15143
                                     Lessor





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                                  OFFICE LEASE
                    WATERFRONT CORPORATE PARK - BUILDING 2200
                                 LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease") made the 17TH day of MAY, 2001, by and between
STIPPEL ENTERPRISES, L.P. (the "Lessor") and NOMOS CORPORATION (the "Lessee").

                              ARTICLE 1 - PREMISES

SECTION 1.01 In consideration of the rents, charges, covenants and agreements
herein contained, Lessor hereby demises and lets unto Lessee, and Lessee does
hereby rent, hire, take and lease from Lessor, all that portion of Waterfront
Office Building ("Building") located on 2200 Georgetown Drive, Franklin Park
Borough, Sewickley, Pennsylvania 15143, particularly described herein as follows
SUITE 302, (the "Premises") and shown on the plan attached hereto as Exhibit
"A", together with the right to use, in common with others, the common areas of
the building.

TO HAVE AND TO HOLD unto the Lessee, its permitted successors and assigns for
the Term of this lease; but subject and subordinate to all agreements, covenants
and conditions of record which affect the Building and/or the land on which the
building is located.

SECTION 1.02 The Premises referred to in Section 1.01 comprises 1,650 square
feet of rentable area (the "Rentable Area").

                             ARTICLE 2 - DEFINITIONS

SECTION 2.01 The terms defined in this Article shall, for all purposes of this
Lease, and all agreements supplemental hereto, have the meanings herein
specified unless the context otherwise requires. Such definitions shall be
applicable to both the singular and plural use of such terms.

     (a)  "Additional Rent" shall have the definition set forth in Article 5.

     (b)  "Base Rent" shall have the definition set forth in Section 4.01.

     (c) "Building" shall mean the multi-story office building with concourse
     and basements together with the garage and plazas constructed on the Land
     at 2200 Georgetown Drive, Franklin Park Borough, Sewickley, Pennsylvania
     15143, known as Waterfront Corporate Park -Building 2200.

     (d) "Commencement Date" shall mean the following date:
                        APPROXIMATELY JULY 1, 2001

     (e) "Default Rate" shall mean interest at the rate equal to the lesser of
     (i) the highest rate permitted by law or (ii) two percent (2%) per annum
     above the Prime Rate.

     (f) "Holidays", whenever used in this Lease, shall mean, as of the date of
     this lease, those days generally observed in the City of Pittsburgh,
     Pennsylvania as New Years Day, Memorial Day, Independence Day, Labor Day,
     Thanksgiving Day and Christmas Day. If, during the term of this




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     lease, the paid holidays observed by the maintenance employees at the
     Building should change, the definition of "Holidays" shall then change
     accordingly without changing the validity of this Lease.

     (g) "Index" shall be defined as the Consumer Price Index for all urban
     consumers as published by the United States Department of Labor - Bureau of
     Labor Statistics and should the title or index be changed or modified, then
     the most comparable index, whether governmental or private.

     (h) "Land" shall mean the property described in Exhibit "B".

     (i) "Lease Year" shall mean each calendar year during the term and any
     renewals thereof.

     (k) "Lessee's Percentage of Operating Expenses" shall be that percentage
     determined by dividing the rentable Area of the Premises by the Office
     Area, which percentage is computed to be 2%.

     (k) "Lessee's Percentage of Taxes" shall be that percentage determined by
     dividing the Rentable Area of the Premises by the total square feet of the
     building which percentage is computed to be 2%.

     (1) "Normal Business Hours" shall mean from 7:30 A.M. to 6:00 P.M. weekdays
     (Saturdays, Sundays and Holidays excepted).

     (m) "Office Area" shall mean the office portion of the building, which is
     stipulated to contain 82,691 square feet of Rentable Area.

     (n) N/A

     (o) "Operating Expenses" are defined as (i) all those expenses of every
     kind and character actually incurred during each year in respect of the
     operation, management, maintenance, replacement and repair of the Land and
     Building in accordance with accepted principals of sound management and
     accounting practices as applied on a consistent basis to the operation,
     management, maintenance, replacement and repair of first class office
     buildings, including without limitation premiums for all insurance carried
     by Lessor. Operating Expenses shall include without Imitation utility
     expenses, labor, contracted labor, insurance, materials, fees and licenses,
     management fees, sales and use taxes and capital expenditures which will
     effect savings in Operating Expenses amortized over the useful life of the
     improvement. Operating Expenses shall not include real estate brokerage and
     leasing commissions; expenses incurred in procuring new tenants; capital
     expenditures other than as set forth above; cost of improvements to
     premises of other lessees; interest and principal payments on mortgages;
     ground rental payments; expenses in connection with maintaining and
     operating the parking garage; real estate taxes, assessments or charges;
     and expenses for repairs or other work occasioned by fire, windstorm or
     other insured casualty.

     "Base Year Operating Expenses" are determined by dividing the "Operating
     Expenses" for the first calendar year 2001, by the "Office Area".

     (p) "Partial Lease Year" shall mean any partial calendar year during the
     Term and any renewals thereof.

     (q) "Premises" shall mean the space described in Article 1.




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<PAGE>

     (r) "Prime Rate" shall mean from time to time the interest rate per annum
     announced or published by Mellon Bank, N.A., of Pittsburgh, Pennsylvania,
     as its prime rate as in effect at the close of business on the first
     business day. such rate of interest is assessable in accordance with the
     terms of this lease.

     (s) "Rent" or "Rental" shall include Base Rent, Additional Rent and all
     other sums which may become due by Lessee under this Lease.

     (t) "Rentable Area of Lessee" or "Rentable Area" shall have the definition
     set forth in Section 1.02.

     (u) "Taxes" shall mean all federal, state and local governmental taxes,
     assessments and charges (including general real estate taxes, assessment)
     of every land or nature, other than sales or use taxes, which Lessor shall
     pay or become obligated to pay because of or in connection with the
     ownership, leasing, management, control or operation of the Building and
     the Land or of the personal property, fixtures, machinery, equipment,
     systems or apparatus located therein or used in connection therewith
     (including any rental or similar taxes, such as the Pittsburgh Business
     Privilege Tax, and license, building, occupancy, permit or similar fees
     levied in lieu of or in addition to general real or personal property
     taxes). For purposes hereof, Taxes for any year shall be Taxes which are
     due for payment or paid in that year rather than Taxes which are assessed
     or become a hen during such year. There shall be included in Taxes for any
     year the amount of all fees, costs and expenses (including reasonable
     attorneys' fees) paid by Lessor during such year in seeking or obtaining
     any refund or reduction of Taxes. Taxes in any year shall be reduced by the
     net amount of any tax refund received by lessor during such year in seeking
     or obtaining any refund or reduction of Taxes. Taxes in any year shall be
     reduced by the net amount of any tax refund received by Lessor during such
     year.

     Taxes shall not include any federal, state or local sales, use, franchise,
     capital stock inheritance, general income, gift or estate taxes, except
     that if a change occurs in the method of taxation resulting in whole or in
     part of the substitution of any such taxes, or any other assessment, for
     any Taxes as above defined, such substituted taxes or assessments shall be
     included in Taxes.

     "BASE YEAR TAXES" are determined by dividing the "Taxes", assessed against
     Building and Lot I of the Waterfront Corporate Park for the calendar year
     2001 by the "Office Area".

     (v) "Term" shall mean the term granted under the provisions hereof as
     defined in Article 3.

                                ARTICLE 3 - TERM

SECTION 3.01 The Term ("Term") of this Lease shall begin on the Commencement
Date and end AUGUST 14, 2004.

SECTION 3.02 Lessee shall have the right to renew this Lease for a renewal term
of THREE (3) years commencing on the first day following the last day of the
Term of this Lease ("First Renewal Term") giving Lessor notice to such effect
not later than six months before the commencement of such Renewal Term, provided
that the Lease is in full force and effect and Lessee is not in default
thereunder both at the time of the giving of such notice and as of the
commencement of the Renewal Term. Upon the giving of such notice under such
circumstances, the Lease shall be automatically extended for the Renewal Term
referred to in such notice with the same effect as if such Renewal Term had
originally been included in the term of the Lease, and all of the terms,
covenants and conditions of the Lease, except such as are inapplicable or
inappropriate to such Renewal Term shall continue in full force and effect





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for such Renewal Term. All references in the Lease to the Term of the Lease and
to the Termination Date shall be deemed to mean, when a Renewal term is in
effect, such Renewal Term and the date of expiration of such Renewal Term
respectively.

                              ARTICLE 4 - BASE RENT

SECTION 4.01 Lessee covenants and agrees to pay Lessor in lawful currency of the
United States in advance of or on the first day of each month during the term
without any previous demand therefore and without any setoff or deduction, the
following base rent ("Base Rent"):

           Base rent will be $2,956.00 per month.
                             ---------
           Lessee shall provide a security deposit of $2,956.00
                                                      ---------


SECTION 4.02 The Annual Base Rental and all pertinent lease provisions for the
THREE (3) YEAR Renewal Term shall be negotiated and the Annual Base Rental shall
be the then prevailing rental rate for reasonably comparable office space in the
building. However, in no event will the rental be less than the Annual Base
Rental of the last year.

             ARTICLE 5 - OPERATING EXPENSES, TAXES AND OTHER CHARGES

SECTION 5.01 During each year after the first year of the initial term
thereafter, the base rental shall be increased by five percent (5%).

SECTION 5.02 In the event the Taxes, (as defined in the Lease Agreement), should
exceed BASE YEAR TAX per square foot of Rentable Area of the Building, Lessee
shall pay 2% of the excess as Additional Rent.

In the event the Operating Expense, (as defined in the Lease Agreement), should
exceed Base YEAR OPERATING EXPENSE per square foot of Rentable Area of Building,
Lessee shall pay 2% of the excess as Additional Rent.

SECTION 5.03 Lessee shall pay Lessee's Share of Operating Expenses and Lessee's
Share of Taxes as follows:

     (a) Lessee shall pay Lessor, monthly in advance, one-twelfth (1/12th) of
     the amounts, if any, estimated from time to time by Lessor, to be Lessee's
     Share of Operating Expenses and Lessee's Share of Taxes.

     (b) On or before May 30 of each Lease Year after the Term of this Lease
     commences, Lessor shall furnish to Lessee a statement of the Operating
     Expenses and Taxes for the preceding Lease Year. To the extent that the
     Lessee's Share of Operating Expenses and/or Lessee's Share of Taxes for any
     Lease year or Partial Lease Year is more than the amount actually paid by
     Lessee under subparagraph (a), then Lessee shall pay the actual amounts of
     Operating Expenses and/or Taxes due Lessor within fifteen (15) days after
     receipt of the aforesaid statements. If Lessee's share of Operating
     Expenses and Taxes paid by Lessee for any Lease Year or Partial Lease Year
     exceeds Lessee's Share of Operating Expenses and/or Lessees Share of Taxes
     actually owed to Lessor, such excess shall be credited against the amount
     next due from Lessee to Lessor pursuant to this Article.




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SECTION 5.04 Lessee further agrees to pay to Lessor the following amounts:

     (a) Any and all sums which may become due by reason of the failure of
     Lessee to comply with any one or more of the covenants of this Lease and
     any and all damages, costs and expenses which Lessor may suffer or incur by
     reason of any default of Lessee or failure on its part to comply with any
     one or more of the covenants of this Lease, or any damages to the Premises
     caused by any act or neglect of Lessee.

     (b) On any Rent which is not paid when due, Lessee shall pay to Lessor, as
     a Late Rental Charge of five percent (5%) of the monthly rent. Said Late
     Rental Charge shall run from its due date until such Rent is received by
     Lessor.

     (c) All taxes becoming a lien or charge against the land and Building to
     the extent that the same are assessed on the basis of the value of any
     machinery or equipment installed by Lessee.

     (d) If there is a metered water connection to the Premises, all charges for
     water consumed upon the Premises and all charges for repairs to the meter
     or meters on the Premises, whether such repairs are made necessary by
     ordinary wear and tear, freezing or hot water.

SECTION 5.05 Any sums required to be paid by Lessee under this Lease (other than
Base Rent), including without limitation any sums payable under this Article or
Article 11, shall be deemed to be "Additional Rent". Lessee agrees to pay (on
demand unless otherwise specified) Additional Rent in lawful currency of the
United States without setoff or deduction whatsoever. Lessee's obligation to pay
any and all Additional Rent under this Lease shall survive any expiration or
termination of this Lease.

                                 ARTICLE 6 - USE

SECTION 6.01 The Premises may be used and occupied for GENERAL OFFICE PURPOSES
and no other purposes.

                     ARTICLE 7 - PRIOR OCCUPANCY; POSSESSION

SECTION 7.01 If Lessor shall be unable to give Lessee possession of the Premises
because of the holding over of a previous occupant, or because of any other
cause beyond the reasonable control of Lessor:

     (a) Lessor shall not thereby be liable in damages or otherwise to Lessee;
     however, Lessee may elect to terminate the Lease immediately without any
     liability to Lessor.

     (b) If not terminated, the Term shall be extended by the number of days
     Lessee's possession is so delayed plus the number of days needed to cause
     the Term to end on the last day of a calendar month.

     (c) If not terminated, rent shall be postponed on a daily rate basis until
     possession shall be given.

                ARTICLE 8 - TERMINATION, EXTENSION AND HOLD-OVER

SECTION 8.01 Provided that Lessee has not renewed the Lease pursuant to Section
3.02, this Lease shall terminate at the end of the Term, as defined in Article
3, without the necessity of any notice from either Lessor or Lessee to terminate
the same. LESSEE HEREBY EXPRESSLY WAIVES NOTICE TO VACATE THE PREMISES
(INCLUDING, WITHOUT LIMITATION, ANY NOTICE PROVIDED FOR UNDER THE PENNSYLVANIA




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LANDLORD AND TENANT ACT OF 1951, AS AMENDED 68 PA. C.S.A. 250.101 ET SEQ.) AND
AGREES THAT LESSOR SHALL BE ENTITLED TO THE BENEFIT OF ALL PROVISIONS OF LAW
RESPECTING THE SUMMARY RECOVERY OF POSSESSION OF THE PREMISES FROM A TENANT
HOLDING OVER TO THE SAME-EXTENT AS IF STATUTORY NOTICE HAD BEEN GIVEN.

SECTION 8.02 In the event that the Premises are not surrendered at the end of
the Term, Lessee shall:

     (a) Indemnify Lessor against loss, liability and expenses resulting from
     Lessee's delay in surrendering the Premises; and

     (b) Pay to Lessor one and one-half times the Rent together with all other
     sums payable hereunder then applicable for each month or portion thereof
     that such delay exists.

The provisions of this Section shall not operate as a waiver by Lessor of any
remedies herein provided or to extend the Term.

At the option of Lessor, expressed in a written notice to Lessee and not
otherwise, such holding over shall constitute a renewal of this Lease for a
period of (1) year. The monthly rent shall be one and one-quarter times the
Rent.

                          ARTICLE 9 - PLACE OF PAYMENT

SECTION 9.01 All Rent shall be payable to Lessor or its agents without prior
written notice or demand to Waterfront Office Building ("Building") located on
2591 Wexford-Bayne Road, Franklin Park Borough, Sewickley, Pennsylvania 15143

                         ARTICLE 10 - LESSEE'S COVENANTS

SECTION 10.01 Lessee shall promptly fulfill and comply with all laws,
ordinances, regulations and requirements of the City, County, State and Federal
Governments and any and all departments thereof having jurisdiction over the
Building, relating to Lessee's occupancy of the Premises or the business
conducted therein.

SECTION 10.02 Lessee shall use every reasonable precaution against fire and
notify Lessor of any condition which may have a negative impact on fire security
or safety.

SECTION 10.03 Lessee shall give to Lessor prompt written notice of any accident,
fire, or damage occurring on or to the Premises.

SECTION 10.04 Lessee shall attorn to and recognize as Lessor under the Lease any
transferee of Lessor's interest whether by voluntary or involuntary sale or
transfer, including but not limited to, any purchaser which shall succeed to the
interest of Lessor hereunder at any foreclosure sale or at any sale under a
power of sale contained in any mortgage that now exists or may hereafter be
placed upon the Land and Building or any part thereof and all renewals,
replacements, modifications, consolidations and extensions thereof, as the case
may be, for the balance then remaining of the Term. Lessee shall execute and
deliver in recordable form whatever instruments may be required to acknowledge
such agreement to attorn.

SECTION 10.05 Lessee shall not place or allow to be placed any stand, booth,
sign, or showcase or device or projection of any kind upon the doorsteps,
vestibules or outside walls, pavements or windows of the Premises or building
without the prior written consent of Lessor.




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SECTION 10.06 Lessee shall not make any alterations, improvements, or additions
to the Premises without the prior written approval of Lessor, which approval
shall not be unreasonably withheld. All alterations, improvements, additions or
fixtures, whether installed before or after the signing of the Lease, shall
remain upon the Premises at the expiration or sooner termination of this Lease
and shall become the property of Lessor, unless Lessor, prior to the expiration
or sooner termination of this Lease, shall have given written notice to Lessee
to remove the same, in which event Lessee will remove such alterations,
improvements and additions and restore the Premises to the same good order and
condition in which they were prior to the commencement of this Lease.

SECTION 10.07 Lessee shall not use or operate any machinery that, in Lessor's
opinion, is harmful to the Building or disturbing to other tenants occupying
other parts thereof.

SECTION 10.08 Lessee shall not place any weights in any portion of the Premises
beyond its safe carrying capacity.

                       ARTICLE 11 - SERVICES AND EQUIPMENT

SECTION 11.01 Lessor shall initially install the Building's standard HVAC system
to serve the entire Premises.

So long as Lessee is not in default under any of the covenants of this Lease,
Lessor shall subject to the provisions of Article 17 hereof provide heating,
ventilating and air-conditioning throughout the Premises during Normal Business
Hours and during normal heating and cooling seasons, provided the Building
standard occupancy conditions are not exceeded in any partitioned area or
subdivision of the Premises.

SECTION 11.02 Lessee understands that after the Commencement Date, any occupancy
of the Premises above the Building standard occupancy conditions, or any
rearrangement of partitioning which interferes with normal operation of the HVAC
system may require changes or alterations in said systems, or in the ducts
through which the same operates, and Lessee accordingly agrees that any changes
or alterations so occasioned shall be made only with the prior written consent
of Lessor and shall be done by Lessor, at Lessee's expense, and in accordance
with the plans and specifications of Lessee to be submitted to and approved in
writing by Lessor.

Whenever heat-generating machines or equipment installed by Lessee affect the
air-conditioning systems or the population or electrical load exceeds the
Building standard occupancy conditions, Lessor's responsibility for providing
heating, ventilating and air-conditioning shall be reduced accordingly. Lessor
reserves the right to install at Lessees expense supplementary air-conditioning
equipment and equipment auxiliary to such supplementary air-conditioning
equipment in the Premises, and the charge for such installation or operation
shall be paid by Lessee to Lessor within ten (10) days of being billed therefor.

SECTION 11.03 Should Lessee require heating, ventilating, or air-conditioning
service on days or hours other than Normal Business Hours, Lessor shall, upon
reasonable advance notice by Lessee, furnish such additional service and Lessee
agrees to pay Lessor Ten Dollars ($10) per hour for such service within ten (10)
days of being billed therefor.

SECTION 11.04 Lessor shall provide passenger elevator service (which may be
automatic, at Lessor's option) in common with others during Normal Business
Hours and have an elevator servicing the Premises subject to call at any other
times.

SECTION 11.05 Lessor shall provide hot and unheated water for lavatory, toilet
and ordinary cleaning purposes and cold water for drinking purposes drawn
through facilities installed by Lessor. If Lessee requires, uses or consumes
water for any other purposes, Lessee agrees to the installation of a meter or
meters to measure Lessee's domestic water consumption and Lessee further agrees
to pay Lessor, within ten (10) days of being billed therefor, for the




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meter or meters and the installation thereof, for the maintenance of said meter
equipment and for the water consumed. The charge for all excess water consumed
as measured by said meter or meters and sewage charges applicable to such water
consumption shall be paid within ten (10) days of being billed therefor.

SECTION 11.06 Lessor shall maintain and keep clean the plaza, plaza lobby, upper
lobby, truck dock, public corridors and other public portions of the Building.

SECTION 11.07 Lessee shall pay Lessor, within ten (10) days of being billed
therefor, for the removal from the Premises and the Building of such refuse and
rubbish of Lessee as shall exceed that ordinarily accumulated daily in the usual
and customary business office.

SECTION 11.08 Lessor shall provide standard cleaning and janitorial services in
and about the Building and the Premises (Saturdays, Sundays and Holidays
excepted), excluding office areas, in accordance with services normally found in
first class office buildings in the City of Pittsburgh, Pennsylvania.

SECTION 11.09 Notwithstanding anything to the contrary in this Article 11 or in
this Lease contained, Lessor may institute such policies, programs and measure
as may be necessary, required or expedient for the conservation and/or
preservation of energy or energy services, or as may be necessary to comply with
applicable laws, codes, rules or regulations.

                            ARTICLE 12 - ELECTRICITY

SECTION 12.01 Electric current shall be supplied by Lessor to Lessee as herein
provided. The Base Rent includes a charge for consumption of electricity for the
Building standard 277-volt lighting fixtures installed in the Premises and for
normal small office machines and fixtures connected to the Building standard
110-volt, single phase outlets during Normal Business Hours within reason.
Lessee shall pay monthly to Lessor, as Additional Rent, for the consumption of
electricity used in the Premises for a total connected load in excess of a total
of 3 watts per square foot of Rentable Area of Lessee on any floor occupied by
Lessee at a rate computed on Lessor's average cost per kilowatt hour. Such
average cost shall be determined by dividing the total kilowatt hours used in
the Building into the total cost of the utility company's electricity invoices
for the Building. The amount of electrical consumption m the Premises for a
total connected load in excess of 3 watts shall be determined by Lessor's
reasonable estimate, or if requested by Lessee, by an engineering analysis
and/or study by a consultant retained by Lessor, such study to be at Lessor's
sole cost for computer floors and other special installations. Additional
electrical usage shall. be determined by measurement of electric meters to be
installed as required by Lessor at Lessor's sole cost.

Should Lessee require electrical current beyond Normal Business Hours, Lessee
agrees to pay Lessor $8.00 per hour for any such service within ten (10) days of
being billed thereof.

Charges for excess or overtime electrical consumption shall be billed and paid
as Additional Rent.

SECTION 12.02 Lessee agrees to pay Lessor, within ten (10) days of being billed
therefore, for all replacement lamps, bulbs, starters and ballasts used in the
Premises, including the charge for installation thereof, such payments to be
deemed to be and be paid as Additional Rent.

SECTION 12.03 Lessor shall not be liable or responsible to Lessee for any loss
or damage or expense which Lessee may sustain or incur if either the quantity or
character of electric service is changed or is no longer available or suitable
for Lessee's requirements. Further, except where the supply failure is due to
Lessor's failure to timely pay electrical utility bills pursuant to Section
12.06, Lessor shall not be liable for any electrical supply failure (whether
full or partial) whether or not arising from lessor's negligence.




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SECTION 12.04 Lessee covenants and agrees that at all times its use of electric
current shall not exceed Lessee's proportionate share of the capacity of
existing feeders to the Building or the risers or wiring installation. Any riser
or risers or wiring to meet Lessee's excess electrical requirements, upon
written request of Lessee, will be installed by Lessor, at the sole cost and
expense of Lessee if, in Lessor's sole judgment, the same are necessary and will
not cause permanent damage or injury to the Building or Premises or cause or
create a dangerous or hazardous condition or entail excessive or unreasonable
alterations, repairs or expense or interfere with or disturb other tenants or
occupants.

SECTION 12.05 Lessee shall make no alteration or additions to the electric
equipment or installation without the prior written consent of Lessor in each
instance and all work shall be done by Lessor at Lessee's expense in accordance
with plans and specifications of Lessee to be submitted and approved by Lessor.

SECTION 12.06 At anytime when Lessor is furnishing electric current to the
Premises pursuant to this Article 12, it becomes illegal for Lessor to continue
to do so, Lessor may, upon not less than thirty (30) days' prior written notice
to Lessee, discontinue the furnishing of such electric current. If Lessor gives
any such notice of discontinuance, Lessor shall make all the necessary
arrangements with a public utility to furnish such electric current to the
Premises, but Lessee will contract directly with such public utility for the
supplying of such electric current to the Premises.

                     ARTICLE 13 - LESSOR'S AND LESSEE'S WORK

SECTION 13.01 Within the Premises, Lessor shall provide at Lessor's expense the
items of construction, facilities and equipment shown or described in the plans
and specifications referred to in the Work Letter attached hereto as Exhibit "D"
and specified to be "Lessor's Work". All Lessor's Work shall be done at Lessor's
expense and shall be performed by Lessor or by contractors selected by Lessor.

All work in the Premises other than Lessor's Work shall be performed by Lessor
or by contractors selected by Lessor but shall be paid by Lessee (herein
referred to as "Lessee's Work"). Lessee shall pay the actual cost of Lessee's
Work plus seventeen percent (17%) of such cost to Lessor for Lessor's overhead
and construction administration

SECTION 13.02 Lessee acknowledges that it has inspected the Premises prior to
the execution hereof or that it has waived its right to do so and hereby accepts
the Premises (subject to Lessor's obligation to complete Lessor's Work) in an
"as is" condition. Except as specified herein, Lessor has made no
representation, either express or implied with respect to the condition of the
Premises. It is understood and agreed that Lessor is not under any duty to make
repairs or alterations at the time of letting or at any time thereafter, except
as otherwise provided herein.

                              ARTICLE 14 - REPAIRS

SECTION 14.01 Lessee shall keep the Premises and the fixtures and appurtenances
therein in good order and condition at its sole cost and expense and shall make
all repairs thereto caused by the negligence, misfeasance or malfeasance of
Lessee, its employees, guests, contractors and invitees, or by its use of the
Premises, or any part thereof, in a manner not customary for the purposes
permitted hereunder, or which are not Lessor's obligations pursuant to any
provisions of this Lease, and shall commit no waste in the Premises or the
Building.

SECTION 14.02 Lessor shall make all repairs necessary to maintain the plumbing,
heating, air conditioning and electrical systems, windows, floors, roof and
structure, and all other items which were installed or furnished by Lessor,
except repairs of.

     (a) such installations which Lessee was obligated to make;




                                      -9-
<PAGE>

     (b) such installations made at Lessee's request; and

     (c) trade fixtures and other property belonging to Lessee.

However, Lessor shall not be obligated for any of such repairs until the
expiration of a reasonable period of time after receipt of written notice from
Lessee that such repairs are needed, unless such repairs are needed in common
areas of the building, in which case Lessor's obligation to repair without need
for notice from Lessee. In no event shall Lessor be obligated under this Article
to repair any damage caused by any act, omission or negligence of the Lessee or
its employees, agents, invitees, licensees, subtenants, contractors,
subcontractors or assignees.

SECTION 14.03 All repairs, restorations or replacements by either party shall be
of first class quality and done in a good and workmanlike manner.

There shall be no allowance to Lessee or diminution of Rent and no liability on
the part of Lessor by reason of inconvenience, annoyance or injury to business
arising from the making of any repairs, alterations, additions, substitutions or
improvements in or to any portion of the Building or the Premises or in and to
the fixtures, appurtenances and equipment thereof provided that in. each case
such repairs, alterations, additions, substitutions or improvements are effected
in a manner which does not cause unreasonable inconvenience to Lessee and
provided further that in each case all work done in connection with such
repairs, alterations, additions, substitutions or improvements is done promptly
in a good and workmanlike manner. This provision shall not be construed as to
require Lessor to pay overtime but Lessee shall pay the excess of the overtime
cost over ordinary rates.

                       ARTICLE 15 - INSURANCE REQUIREMENTS

SECTION 15.01 Lessee shall not do or permit to be done any act or thing upon the
Premises which will invalidate or be in conflict with the Certificate of
Occupancy for the Premises or the terms of any standard form of fire insurance
policies covering the Building and the fixtures and property therein, and shall,
at its own expense, comply with all rules, orders, regulations or requirements
of the National Fire Protection Association and the Insurance Service Office of
Pennsylvania or any other similar body having jurisdiction, and shall not
knowingly do or permit anything to be done in or upon the Premises or bring or
keep anything therein or use the Premises in a manner which increases the rate
of fire insurance upon the Building or on the property or equipment located
therein.

SECTION 15.02 If any installation in or use of the Premises by Lessee increases
the rate of fire insurance (with extended coverage) on the Building or on the
property and equipment of Lessor or any other tenant or subtenant in the
Building and such rate shall be higher than it otherwise would be, Lessee shall
reimburse Lessor for that part of the fire insurance premiums thereafter paid by
Lessor which shall have been charged because of such installation or use by
Lessee and Lessee shall make the reimbursement on the first day of the month
following such payment by Lessor and such reimbursement shall be deemed
Additional Rent.

SECTION 15.03 Lessee covenants and agrees to provide on or before the
commencement of the Term and to keep in force during the entire term of this
Lease: (1) comprehensive general liability insurance for the mutual benefit of
Lessor and Lessee relating to the Premises and its appurtenances in an amount of
not less than One Million Dollars ($1,000,000.00) in respect of personal injury
or death and of not less than Five Hundred Thousand Dollars ($500,000.00) . in
respect of property damage, which insurance shall name Lessor as an additional
insured; and (2) fire and extended coverage, vandalism, malicious mischief and
special extended coverage insurance m. an amount adequate to cover the cost of
replacement of all leasehold or building improvements in the Premises which were
originally constructed or provided by or on behalf of Lessee as well as the cost
of replacement of all fixtures, equipment, decoration, contents and personal
property therein. All such insurance shall name Lessor as an additional insured
and contain a stipulation that it is Lessor's primary insurance. Lessee agrees
to delivery to




                                      -10-
<PAGE>

Lessor at least fifteen (15) days prior to the time such insurance is first
required to be carried by Lessee, and thereafter at least fifteen (15) days
prior the expiration of any such policy, either a duplicate original or a
certificate of insurance procured by Lessee evidencing compliance with its
obligations hereunder, together with evidence of payment therefor.

All of the aforesaid insurance shall be written by one (1) or more responsible
insurance companies satisfactory to Lessor and shall contain endorsements that:
(i) such insurance may not be cancelled or amended with respect to Lessor,
except upon thirty (30) days written notice by registered mail to Lessor from
the insurer; and (ii) Lessee shall be solely responsible for payment of premiums
for such insurance. In the event Lessee fails to furnish such insurance, the
Lessor any obtain such insurance and the premiums shall be paid by Lessee to the
Lessor upon demand. The minimum limits of the aforesaid insurance shall be
subject to increase at the end of every three (3) years during the Term if
Lessor in the exercise of its reasonable judgment shall deem it necessary for
adequate protection.

SECTION 15.04 Each insurance policy carried by Lessor or Lessee and insuring all
or any part of the Building, the Premises, including improvements, alterations
and changes in and to the Premises made by either of them and Lessee's trade
fixtures and contents therein, shall be written in a manner to provide that the
insurance company waives all right of recovery by way of subrogation against
Lessor or Lessee, as the case may be, in connection with any loss or damage to
the Premises, or to the Building, or to property or businesses caused by any of
the perils covered by fire and extended coverage, and business interruption
insurance, for which either party may be reimbursed as a result of insurance
coverage affecting any loss suffered by it, provided, however, that the
foregoing waivers shall apply only to the extent of any recovery made by the
parties hereto under any policy of insurance now or hereafter issued. So long as
the policy or policies involved can be so written and maintained in effect,
neither Lessor nor Lessee shall be liable to the other for any such loss or
damage. In the event of inability on the part of either party to obtain such
provision in its policy or policies with the carrier with whom such insurance is
then carried, or such carrier's requiring payment of additional premium for such
provision, the party so affected shall give the other party written notice of
such inability or the increase in premium as the case may be. The party to whom
such notice is given shall have fifteen (15) days from the receipt thereof
within which: (1) in the case of such inability on the part of the other party
to procure from the aforesaid other party's insurance carrier in writing, at no
increase in premium over that paid theretofore by the party so affected, such
waiver of subrogation; (2) in the case of increased premium, to pay the other
party so affected the amount of such increase; or (3) to waive, in writing
within the time limit set forth herein, such requirement to obtain the aforesaid
waiver of subrogation. Should the party to whom such notice is given fail to
comply as aforesaid within the said fifteen (15) day period, each and every
provision in this Section in favor of such defaulting party shall be cancelled
and of no further force and effect.

                      ARTICLE 16 - OBSERVANCE OF RULES AND
                   REGULATIONS AND COVENANT OF QUIET ENJOYMENT

SECTION 16.01 Lessee shall observe faithfully and comply strictly with the Rules
and Regulations set forth in Exhibit E attached hereto and made a part hereof.
Lessor shall have the right from time to time to make changes in and additions
to the Rules and Regulations.

Any failure by Lessor to enforce the Rules and Regulations now or hereafter in
effect, either against Lessee or any other tenant in the Building, shall not
constitute a waiver by Lessor of such Rules and Regulations.

SECTION 16.02 Lessor covenants that upon Lessee's paying Base Rent and
Additional Rent and observing and performing all the terms, covenants and
conditions of this Lease on its part to be observed and performed, Lessee may
peaceably and quietly enjoy the Premises without any hindrance from Lessor
subject, nevertheless, to the terms and conditions of this Lease.




                                      -11-
<PAGE>

                        ARTICLE 17 - LIABILITY OF LESSOR;
                   INDEMNIFICATION; AND EXCUSE OF PERFORMANCE

SECTION 17.01 Lessee recognizes that Lessor is unable to guarantee that Lessee
and its employees, agents, contractors, invitee and licensees will be free from
the criminal, intentional, reckless or tortious acts or omissions of third
parties affecting Lessee's employees, agents, contractors, invitee and licensees
and its or their property and Lessor shall not be liable for any losses
therefrom.

SECTION 17.02 Lessor shall not be liable for any injury or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, electrical disturbance, water, rain or snow or leaks from any part
of the Building or from the pipes, appliances or plumbing works or from the
roof, street or sub-surface or from any other place or caused by dampness or by
any other cause of whatever nature, unless caused by or due to the negligence of
Lessor, its agents, servants or employees, and then only after (i) notice to
Lessor of the condition claimed to constitute negligence and (ii) the expiration
of a reasonable time after such notice has been received by Lessor without
Lessor having taken all reasonable and practicable means to cure or correct such
condition; and pending such cure or correction by Lessor, Lessee shall take all
reasonable prudent temporary measures and safeguards to prevent any injury, loss
or damage to persons or property. In no event shall Lessor be liable for any
loss, the risk of which is covered by Lessee's insurance; nor shall Lessor or
its agents be liable for any such damage caused by other tenants or persons in
the Building or caused by operations in construction of any private, public, or
quasi-public work; nor shall Lessor be liable for any latent defect in the
Premises or in the Building.

Lessor shall not be liable in any event for loss of, or damage to, any property,
entrusted to any of Lessor's employees or agents by Lessee without Lessor's
specific written consent.

SECTION 17.03 Lessor shall not be liable to Lessee, its employees, agents,
contractors, invitee and licensees, and Lessee shall indemnify Lessor and hold
it harmless from and against any claims and any and all liability arising from
or occasioned by the injury or death of the employees, agents, contractors,
invitee and licensees of Lessee, irrespective of the cause of such injury or
death, unless solely caused by or due to willful negligent acts or omissions of
Lessor, its agents or employees acting within the scope of their employment.

SECTION 17.04 Lessee shall defend, indemnify and save harmless Lessor and its
agents and employees against and from all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable attorneys
fees, which may be imposed upon or incurred by or asserted against Lessor and/or
its agents during the Term of this Lease, or during any period of time that
Lessee may have been given access to or possession of all or any part of the
Premises arising directly or indirectly from any act or omission of Lessee or
any of Lessee's agents, employees, servants, licensees, contractors or
subleases.

In case any action or proceeding is brought against Lessor by reason of any such
claim, Lessee, upon written notice from Lessor, shall at Lessee's expense resist
or defend such action or proceeding by counsel approved by Lessor in writing,
which approval Lessor shall not unreasonably withhold or delay. Lessee shall not
enter into any settlement, offset, covenant not to sue, or otherwise settle any
action or proceeding without Lessor's permission, which shall not be
unreasonably withheld.

SECTION 17.05 Except where a utility is unavailable due to Lessor's failure to
pay utility bills in a timely manner, Lessor shall incur no liability to Lessee
whatsoever should any utility become unavailable from any public utility
company, public authority or any other person, firm or corporation, including
Lessor, supplying or distributing such utility. Except where a utility is
unavailable due to Lessor's failure to pay utility bills in a timely manner,
Lessor shall under no circumstances be liable to lessee in damages or otherwise
for any interruption in providing any





                                      -12-
<PAGE>

utility service for any reason including but not limited to breakdowns, making
of repairs or improvements thereto and the same shall not constitute a
termination of this Lease or a constructive eviction.

SECTION 17.06 This Lease and the obligations of Lessee to pay Rent hereunder and
perform all of the other covenants, agreements, terms provisions and conditions
hereunder shall in no way be affected, impaired or excused because Lessor is
unable to fulfill or is delayed in fulfilling any of its obligations under this
Lease, prevented or delayed from by reason of any cause whatsoever beyond
Lessor's reasonable control, including, but not limited to, accidents, acts of
God, strikes, labor troubles, governmental preemption in connection with a
national emergency or by reason of any rule, order or regulation of any
department or subdivision thereof or of any governmental agency or by reason of
the conditions of supply and demand which have been or are affected by war,
hostilities or other similar emergency.

SECTION 17.07 If at any time windows of the Premises or entrances to the
building are temporarily closed off, darkened or blocked up for any reason
whatsoever, Lessor shall not be liable for any damage Lessee may thereby sustain
and Lessee shall not be entitled to any compensation therefore or to any
abatement of Rent or release from any of its obligations hereunder or be
considered thereby to have been evicted.

SECTION 17.08 Lessor reserves the right to interrupt, curtail, stop, or suspend
the supply of any service, including, but not limited to, the furnishing of
heating, elevator, escalator, air conditioning, and cleaning services, and the
operation of plumbing and electric systems, for repairs, alterations,
replacements, or improvements. If any of the event described in the Section
occur, Lessor shall in each instance exercise reasonable diligence to effect
performance or restore service when and as soon as possible.

SECTION 17.09 The provisions of this Article are intended to be cumulative.

                   ARTICLE 18 - DAMAGE BY FIRE OR OTHER CAUSE

SECTION 18.01 If the Premises or the Building should be partially or totally
damaged or destroyed by fire or other cause, then (if this Lease shall not have
been cancelled as provided in this Section or Section 18.02) to the extent
Lessor recovers insurance proceeds, Lessor shall repair the damage, and restore,
replace, and rebuild the Building and Premises, to the condition originally
provided as Lessor's Work, with reasonable dispatch after notice to it of the
damage or destruction. Due allowance shall be made for any delay resulting from
labor strikes, acts of God or any other cause beyond Lessor's reasonable
control. Lessor shall not be required to repair or replace any property which
Lessee may be entitled to remove or which Lessor may be entitled to require
Lessee to remove from the Premises.

If the Premises shall be partially damaged or partially destroyed, the Rent
payable hereunder shall be abated to the extent that the Premises shall have
been rendered untenantable or unfit for Lessee's use for the period from the
date of such damage or destruction to the date that the damage shall be repaired
or restored. If the Premises or a major part thereof shall be totally, or
substantially totally, damaged or destroyed or rendered completely or
substantially untenantable because of fire or other cause, the Rent shall abate
as of the date of the damage or destruction and until Lessor shall repair,
restore, replace and rebuild the Premises, provided, however, that should Lessee
reoccupy a portion of the Premises while the restoration work is taking place
and prior to the date the Premises are made completely tenantable, Rent shall be
apportioned and payable by lessee in proportion to the part of the Premises
occupied by it.

Nevertheless, in case of such total or substantial damage to or destruction of,
or complete, or substantial untenantability of the Premises, Lessee may, at its
option, cancel this Lease by written notice to Lessor, if Lessor has not
completed the making of the required repairs and restored, replaced and rebuilt
the Premises within eight (8) months from the date of such damage or
destruction.




                                      -13-
<PAGE>

In the event the damage to the Premises or the Building should be so extensive
that Lessor shall decide not to repair or rebuild the Premises or the Building,
this Lease shall be terminated as of the date of such damage or destruction by
written notice from Lessor to Lessee, given within one hundred twenty (120) days
of such damage or destruction and Lessee shall thereupon promptly vacate the
Premises.

SECTION 18.02 In case the Building or the Premises shall be substantially
destroyed by fire or other causes at any time during the last one (1) year of
the Term of this Lease either Lessor or Lessee may terminate this Lease upon
written notice to the other party hereto given within sixty (60) days of the
date of such destruction.

SECTION 18.03 Unless this Lease is terminated as provided in this Article,
Lessee shall at its cost and expense repair, restore, replace and rebuild the
portion of the Premises constructed as Lessee's Work in a manner and to at least
a condition equal to that existing prior to such damage or destruction. The
proceeds of all insurance carried by Lessee with respect to such portion of the
Premises shall be delivered to Lessor and held in trust by Lessor for the
completion of Lessee's Work. All Lessee's work shall be performed by Lessor or
contractors selected by Lessor.

SECTION 18.04 No damages, compensation or claim shall be payable by Lessor for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Premises or of the Building. Lessor shall use
its best efforts to effect such repairs promptly and in such manner as not
unreasonably to interfere with lessee's occupancy.

SECTION 18.05 Lessor will not carry insurance of any kind on any Lessee's Work
or Lessee's furniture or furnishing or on any fixtures, equipment, improvements
or appurtenances of Lessee under this Lease.

                            ARTICLE 19 -CONDEMNATION

SECTION 19.01 In the event that the whole or substantially the whole of the
Building shall be condemned or taken permanently for any public or quasi-public
use, this Lease, and the term and estate hereby granted, shall forthwith cease
and terminate as of the date of taking of possession for such use or purpose.

SECTION 19.02 In the event that less than the whole or substantially the whole
of the Building shall be so condemned or taken permanently or the whole or
substantially the whole of the Building condemned or taken temporarily, this
Lease shall remain in force and effect, except that (i) if the taking shall
nevertheless be so extensive that Lessor shall decide not to restore the
Building, then Lessor (whether or not the Premises are affected may at its
option terminate this Lease and the Term and estate hereby granted shall be
terminated as of the date of such taking of possession for such use, or (ii)
Lessee may if more than twenty-five percent (25%) of the Premises should be
condemned or taken and Lessor does not elect to relocate Lessee in accordance
with Section 19.03, elect at any time within thirty (30) days of the date of
such taking to cancel this Lease upon written notice to Lessor, and thereupon
this Lease shall terminate upon the date Lessee may specify in said notice. Upon
any such taking or condemnation and the continuing in force of this Lease as to
any part of the Premises, the Rent shall be abated by an amount representing the
part of the Rent properly allocable to the portion of the Premises which may be
so condemned or taken.

SECTION 19.03 In the event that more twenty-five percent (25%) of the Premises
is condemned or taken, Lessor may offer to relocate Lessee. Such relocation
shall be at Lessor's expense.

SECTION 19.04 In the event of the termination of this Lease pursuant to the
provisions of Section 19.01 and 19.02, this Lease and the Term and estate hereby
granted shall expire as of the date of such termination in the same manner and
with the same effect as if that were the date set for the normal expiration of
the Term of this Lease, and the Base Rent and any Additional Rent shall be
apportioned as of such date.





                                      -14-
<PAGE>

SECTION 19.05 Lessor shall be entitled to receive the entire award arising from
any condemnation proceeding without deduction therefrom for any estate vested in
Lessee by this Lease and Lessee shall receive no part of such award or awards,
except as provided in Section 19.06. Lessee hereby expressly assigns to Lessor
any and all of its fight, title and interest in or to such award or awards or
any part thereof.

SECTION 19.06 Notwithstanding the foregoing, in the event of any condemnation or
taking pursuant to this Article, Lessee shall be entitled to appear, claim,
prove and receive in the condemnation proceeding such amounts as may be
separately awarded to Lessee for removal expenses, business dislocation, damages
and moving expenses, provided no such claims shall diminish or adversely affect
Landlord's award.

SECTION 19.07 In the event of any condemnation or taking of less than the whole
of the Building, and this Lease shall continue in effect in whole or in part, or
in the event of a condemnation or taking for a temporary use or occupancy of all
or any part of the Premises, Lessor shall proceed with reasonable diligence to
repair, alter and restore the remaining part of the Building and the Premises to
substantially their former condition to the extent that the same may be feasible
and so as to constitute a complete and tenantable Building and Premises;
provided, however, nothing herein shall require Lessor to spend any funds in
excess of any award received by Lessor.

                                ARTICLE 20 -ENTRY

SECTION 20.01 Lessor or its agents or designees shall have the right to enter
the Premises, at reasonable times upon prior notice, for the purpose of making
such repairs or alterations as Lessor shall be required or shall have the right
to make by the provisions of this Lease or any other lease in the Building.

In the case of an emergency, Lessor shall have the right to enter the Premises
for reasonable purposes relating to the emergency.

Lessor shall also have the right to enter the Premises, at reasonable times upon
prior written notice, for the purpose of inspecting it or exhibiting it to
prospective purchasers, lessees, or mortgagees, provided, however, Lessor shall
not unreasonably interfere with Lessee's use of the Premises.

                          ARTICLE 21 - RIGHT TO CHANGE
                           PUBLIC PORTIONS OF BUILDING

SECTION 2L.01 Lessor shall upon written notice to Lessee, have the right at
anytime after completion of the Building, without thereby creating an actual or
constructive eviction or incurring any liability to Lessee therefore, to change
the arrangement or location of such of the following as are not contained within
the Premises or any part thereof entrances, passageways, doors and doorways,
corridors, stairs, toilets and other Eke public service portions of the
Building. Nevertheless, Lessor shall not make any change which shall materially
interfere with access to the Premises from and through the Building or change
the character of the Building from that of a first-class office building.

Lessor reserves the right, at it discretion and upon written notice to Lessee,
to change the name of the Building without creating or incurring any liability
to Lessee therefore.

                             ARTICLE 22 -BANKRUPTCY

SECTION 22.01 If at any time prior to the Commencement Date or during the Term
of this Lease there shall be entered a decree or order providing for relief by a
court having jurisdiction in the Premises in respect of the Lessee in an
involuntary case under any applicable bankruptcy, insolvency, or other similar
law now or hereafter in effect,




                                      -15-
<PAGE>

or appointing a receiver, liquidator, assignee, custodian, trustee sequestrator
(or similar official) of the Lessee or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs and if such decree or
order shall continue unstayed and in effect for a period of sixty (60)
consecutive days, this Lease, at the option of the Lessor exercised within a
reasonable period of time after notice of the happening of any such event, may
be cancelled and terminated and in such event neither Lessee nor any person
claiming through or under Lessee or by virtue of any statute or of any order of
any court shall be entitled (i) in the case of any such event happening prior to
the Commencement Date, to possession of the Premises, or (ii) in the case of any
such event happening during the Term of this Lease to remain "in possession of
the Premises and Lessee shall forthwith quit and surrender the Premises and
Lessor, in addition to the other rights and remedies it has by virtue of any
other provisions in this Lease contained or by virtue of any statute or rule of
law, may retain as liquidated damages any Rent, security deposit or moneys
received by it from Lessee or others in behalf of Lessee upon the execution of
this Lease.

SECTION 22.02 If at any time prior to the Commencement Date or during the Term
of this Lease there shall be commenced by the Lessee a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or if the Lessee should consent to the entry of an order for relief in
an involuntary case under any such law, or if the Lessee should consent to the
appointment of or to the taking of possession of the Premises or a substantial
part of the Lessee's assets or property by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official), or if the Lessee
should make any assignment for the benefit of creditors, or if the Lessee should
fail generally to pay its debts as such debts become due (within the meaning of
the Bankruptcy Reform Act of 1978, as amended) or if the Lessee takes any action
in furtherance of any of the foregoing, this Lease at the option of the Lessor
exercised within a reasonable time after notice of the happening of any one or
more of such events, may be cancelled and terminated by Lessor, in which event
neither Lessee nor any person claiming through or under Lessee by virtue of any
statute or of any order of any court shall be entitled (i) in the case of any
such event happening prior to the Commencement Date, to possession of the
Premises, or (ii) in the case of any such event happening during the Term of
this Lease to remain in possession of the Premises, and Lessee shall forthwith
quit and surrender the Premises and Lessor, in addition to the other rights and
remedies it has by virtue of any other provisions in this Lease contained, or by
virtue of any statute or rule of law, may retain as liquidated damages any Rent,
security deposit or moneys received by Lessor from Lessee or others on behalf of
Lessee.

SECTION 22.03 It is stipulated and agreed that in the event of the termination
of the Lease pursuant to this Article or due to the failure of Lessee to pay the
Rent required to be paid by Lessee under the provision of this Lease, Lessor
shall forthwith, notwithstanding any other provisions of this Lease to the
contrary, be entitled to recover from Lessee as and for liquidated damages an
amount equal to the difference between the Rent reserved hereunder for the
unexpired portion of the Term of this Lease, and the rental value of the
Premises, if lower than the Rent reserved, at the time of termination, for the
unexpired portion of the Term of this Lease, both discounted at the rate of five
percent (5%) per annum to present worth subject to any limitation placed on such
recovery by the Bankruptcy Reform Act of 1978, as amended, or any other
successor statute; nothing herein contained shall limit or prejudice the right
of Lessor to prove for and obtain as liquidated damages by reason of such
termination an amount equal to the maximum amount allowed by any statute or rule
or law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater than, equal to,
or less than the amount of the difference referred to above.

                    ARTICLE 23 - DEFAULTS: REMEDIES: DAMAGES

SECTION 23.01 Any one or more of the following events shall constitute an "Event
of Default":

     (a) The sale of Lessee's interest in the Premises under attachment,
     execution or similar legal process.





                                      -16-
<PAGE>

     (b) The occurrence of any event referred to in Article 22 and, in the case
     of an occurrence of any event referred to in Section 22.01, the continuance
     of such event for the time period therein specified; then in any such
     event, Lessor at any time thereafter may give written notice to Lessee
     specifying such Event of Default or Events of Default and stating that this
     Lease and the Term of this Lease hereby demised shall expire and terminate
     on the date specified in such notice, which shall be at least twenty (20)
     days after the giving of such notice and upon the date specified in such
     notice this Lease and the Term of this Lease and all rights of Lessee under
     this Lease, including without limitation any renewal privileges, options
     for additional space or other privileges, whether or not heretofore
     exercised, shall expire and terminate, but Lessee shall remain liable as
     hereinafter provided.

     (c) The failure of Lessee to pay any Rent or other sum of money within ten
     (10) days after the same is due hereunder.

     (d) Failure by Lessee in the performance or observance of any covenant or
     agreement of this Lease (other than a failure involving the payment of
     money), which failure is not cured within thirty (30) days after the giving
     of notice thereof by Lessor, unless such failure is of such nature that it
     cannot be cured within such thirty (30) day period, in which case Lessee
     shall not exercise the remedies described below so long as Lessee shall
     commence the curing of the default within such thirty (30) day period and
     shall thereafter diligently prosecute the curing of same.

     (e) Lessee should default in performance of any other particular covenant
     of this Lease more than six (6) times in any period of eighteen (18)
     months, then, notwithstanding that such defaults shall have each been cured
     within the period after notice as above provided, any further similar
     default shall be deemed to be deliberate and Lessor thereafter may serve
     the said written seven (7) day notice of termination without affording to
     Lessee and opportunity to cure such further default.

SECTION 23.02 Upon the occurrence and continuance of an Event of Default,
Lessor, without notice to Lessee in any instance (except where expressly
provided for below) may do one or more of the following:

     (a) Declare all Rent, charges and any other sums due to Lessor by Lessee to
     become accelerated and immediately due and payable.

     (b) Sell at public or private sale all or any part of the goods, chattels,
     fixtures and other personal property belonging to Lessee which are or may
     be put into the Premises during the Term, whether exempt or not from sale
     under execution or attachment (it being agreed that said property shall at
     all times be bound with a lien in favor of Lessor and shall be chargeable
     for all Rent and for the fulfillment of the other covenants and agreements
     herein contained) and apply the proceeds of such sale, first to the payment
     of all costs and expenses of conducting the sale or caring for or storing
     said property, second, toward the payment of any indebtedness, including
     (without limitation) indebtedness for Rent, which may be or may become due
     from Lessee to Lessor; and third, to pay to Lessee, on demand in writing,
     any surplus remaining after all indebtedness of Lessee to Lessor has been
     fully paid.

     (c) Perform, on behalf and at the expense of Lessee, any obligation of
     Lessee under this Lease which Lessee has failed to perform and of which
     Lessor shall have given Lessee notice, the cost of which performance by
     Lessor, together with interest thereon at the Default Rate from the date of
     such expenditure until the date Lessor receives reimbursement, shall be
     deemed Additional Rent and shall be payable by Lessee to Lessor upon
     demand.




                                      -17-
<PAGE>

     (d) Elect to terminate this Lease and the tenancy created hereby by giving
     notice of such election to Lessee, and reenter the Premises, by summary
     proceedings or otherwise, and remove Lessee and all other persons and
     property from the Premises, and store such property in a public warehouse
     or elsewhere at the cost of and for the account of Lessee without resort to
     legal process and without Lessor being deemed guilty of trespass or
     becoming liable for any loss or damage occasioned thereby.

     (e) Exercise any other legal or equitable night or remedy which it may
     have.

Notwithstanding the provisions of clause (c) above and regardless of whether an
Event of Default shall have occurred, Lessor may exercise the remedy described
in clause (c) without any notice to Lessee if Lessor, in its good faith
judgment, believes it would be materially injured by failure to take rapid
action or if the unperformed obligation of Lessee constitutes an emergency.

SECTION 23.03 If the Lease is terminated pursuant to this Article, Lessor may
relet the Premises or any part thereof, alone or together with other premises,
for such term or terms (which may be greater or less than the period which
otherwise would have constituted the balance of the Term) and on such terms and
conditions (which may include concessions or free rent and alterations of the
Premises) as Lessor, in its uncontrolled discretion, may determine, but Lessor
shall not be liable for, nor shall Lessee's obligations hereunder be diminished
by reason of, any failure by Lessor to relet the Premises or any failure of
Lessor to collect any rent due upon such relenting.

SECTION 23.04 Lessee further agrees that it shall not interpose any counter
claim in a summary proceeding or in any action based on non-payment of rent or
any other payment required of Lessee hereunder unless the failure to interpose a
particular claim as a counterclaim would result in the loss of such claim.

SECTION 23.05 Upon an Event of Default and in addition to any and all remedies
provided hereunder or by law, Lessee hereby empowers any attorney of any court
of record within the United States to appear for Lessee and, with or without
declaration filed, confess judgment against Lessee and in favor of Lessor, or in
favor of any other person to whom Lessee owes amounts under this Lease, for the
specific amount of Rent and any other additional charges due by reasons of such
default or breach, or for such costs of suit and attorneys commission of the
greater of ten percent (10%) of the amount due or One Thousand Dollars
($1,000.00) for collection and forthwith issue a writ or writs or execution
thereon, with release of all errors, and without stay of execution, and
inquisition and extension upon any levy on real estate is hereby expressly
waived, and condemnation agreed to, and exemption of any and all property from
levy and sale by virtue of any exemption law now in force or which may be
hereafter enacted is also expressly waived by Lessee. Lessee further authorizes
and empowers any such attorney, either in addition to or without such judgment
for the specific amount of Rent or accelerated rents due under this Lease, to
appear for Lessee, and for any other persons claiming under, by or through
Lessee, and confess judgment forthwith against Lessee and such other persons and
in favor of Lessor, in an amicable action of ejectment for the Premises, with
all the conditions, fees, releases, waivers and confessions of judgments in
ejectment as are set forth in this Article for confession of judgment for
amounts due. The entry of judgment under the foregoing warrants shall not
exhaust the warrants, but successive judgments may be entered thereunder from
time to time as often as defaults occur.

SECTION 23.06 Lessee expressly releases to Lessor and to any and all attorneys
who may appear for Lessee all errors in said proceedings, and all liability
therefor.

SECTION 23.07 No reference to any specific right or remedy shall preclude Lessor
from exercising any other right or from having any other remedy or from
maintaining any action to which it may otherwise be entitled by law or in
equity. No failure by Lessor to insist upon the strict performance of any
agreement, term, covenant or condition hereof or to exercise any right or remedy
consequent upon a breach thereof, and no acceptance of full or partial rent
during the continuance of any such breach, shall constitute a waiver of any such
breach, agreement, term, covenant





                                      -18-
<PAGE>

or condition. No waiver by Lessor of any breach by Lessee under this Lease or of
any breach by any other tenant under any other lease of any portion of the
Building shall affect or alter this Lease in any way whatsoever.

          ARTICLE 24 - ASSIGNMENT, MORTGAGING, SUBLEASING AND RECAPTURE

SECTION 24.01 Lessee shall not, without Lessor's prior written consent, assign
this Lease or sublet all or any part of the Leased Premises. However, Lessee
may, without consent of Lessor, sublet or assign to its parent or in connection
with a consolidation or merger of Lessee to the consolidated or merged company,
provided they are credit worthy, but such assignment or subletting shall not
relieve Lessee of its obligations under this Lease.

SECTION 24.02 If Lessee desires to sublease all or any part of the Premises or
to assign its interest in this Lease, Lessee shall, by notice ("Notice") in
writing, advise Lessor of its intention from, on and after a stated date (which
shall not be less than sixty (60) days after the date of the Notice), to
sublease any part or all of the Premises or to assign its interest in this Lease
and in such event, Lessor shall have the right to be exercised by giving written
Notice to Lessee thirty (30) days after receipt of Lessee's Notice, to recapture
the space described in Lessee's Notice and such recapture Notice shall if given
cancel and terminate this Lease with respect to the space therein described as
of the date stated in Lessee's Notice. If the Lessee's Notice shall cover all of
the Premises, and if Lessor shall give the aforesaid recapture Notice with
respect thereto, the Term of this Lease shall expire and end on the date stated
in Lessee's Notice as fully and completely as if that date had been herein
definitely fixed for the expiration of the term of this Lease. If, however, this
Lease shall be cancelled pursuant to the foregoing with respect to less than the
entire Premises, the Base Rent and any Additional Rent shall be adjusted on the
basis of the number of square feet retained by Lessee in proportion to the
number of square feet contained in the Premises, as described in this Lease, and
this Lease as so amended shall continue thereafter in full force and effect.

A sublease or assignment permitted hereunder shall be subject to and made upon
the following terms:

     (1) Any such sublease or assignment shall be subject to the terms of this
     Lease and the term thereof may not extend beyond the expiration or other
     termination of the Term of this Lease and no sublease or assignment shall
     release or relieve Lessee of any of its obligations hereunder;

     (2) The use to be made of the subleased or assigned space shall be
     permissible under this Lease and in keeping with the character of the
     Building;

     (3) Such sublease or assignment shall not violate any negative use
     covenants relating to the Building;

     (4) No sublease or assignment shall be valid and no subtenant shall take
     possession of the Premises until an executed counterpart of such sublease
     or assignment has been delivered to the Lessor;

     (5) No sublessee shall have a right to further sublease or assign;

     (6) Rent for the subleased space shall not be lower than the current rate
     for comparable office space in the Building; and

     (7) Any Rents received by Lessee which are in excess of the Rents payable
     under the Lease shall be payable fifty percent (50%) to Lessee and fifty
     percent (50%) to the Lessor.

     Lessee shall not advertise the availability of the Premises for subletting
     without Lessor's approval as to the form and content thereof.





                                      -19-
<PAGE>

                            ARTICLE 25 -SUBORDINATION

SECTION 25.01 This Lease and all the rights of Lessee hereunder are subject and
subordinate to the terms of any and all mortgages, ground leases, superior
leases and rents which do now or may hereafter affect the real property of which
the Premises form a part and to any and all renewals, modifications,
consolidations, replacements and extensions thereof. It is the intention of the
parties that this provision be self-operative in that no further instrument
shall be required to effect such subordination of this Lease. Lessee shall,
however, upon demand at any time or times execute, acknowledge and deliver to
Lessor without expense to Lessor, any and all instruments that may be necessary
or proper to subordinate this Lease and all rights of Lessee hereunder to any
such mortgage or lease or to confirm or evidence such subordination,

                        ARTICLE 26 - RIGHTS OF HOLDER OF
                     MORTGAGE IN EVENT OF DEFAULT BY LESSOR

SECTION 26.01 In the event of any act or omission by Lessor which would give
Lessee the right to terminate this Lease or to claim a partial or total
eviction, Lessee shall not exercise any such right (a) until it has notified in
writing the holder of any first mortgage lien on the Land and/or Building, if
the name and address of such holder shall previously have been furnished by
written notice to Lessee, of such act or omission, and (b) until reasonable
period for remedying such act or omission shall have elapsed following the
giving of such notice, provided such holder, with reasonable diligence, shall
have commenced and continued to remedy such act or omission or to cause the same
to be remedied.

SECTION 26.02 In the event that prior to or during the Term, if any proposed
institutional holder of a first mortgage on the Building shall demand that this
Lease be modified or amended in any respect (except for those provisions
relating to the rental or other economic terms, lease term or size of the
premises), Lessee agrees to reasonably cooperate with Lessor and said mortgagee
will not unreasonably withhold its consent to such requested changes.

                       ARTICLE 27 - SURRENDER OF PREMISES

SECTION 27.01 Upon the expiration or other termination of this Lease for any
cause whatsoever. Lessee shall remove Lessee's goods, effects, personal
property, business and trade fixtures, machinery and equipment and those of any
persons claiming under Lessee, and quit and deliver upon the Premises to Lessor
peaceably and quietly in as good order and condition as the same are at the
commencement of the Term of this Lease or may thereafter be improved by Lessor
or Lessee, reasonable use and wear thereof fire, unavoidable casualty and
repairs which are Lessor's obligations excepted. Lessees goods, effects,
personal property, business and trade fixtures, machinery and equipment not
removed by Lessee at the expiration or other termination of this Lease (or
commenced to be removed within forty-eight (48) hours after a termination by
reason of Lessee's default) shall be considered abandoned and Lessor may dispose
of the same as it deems expedient, but Lessee shall promptly reimburse Lessor
for any expenses incurred by Lessor in connection therewith, including without
limitation the cost of removal thereof and repairing any damage occasioned by
such removal. Lessee's obligation to observe or perform this covenant shall
survive the expiration or other termination of the Term of this Lease.

                   ARTICLE 28 - EFFECT OF CONVEYANCE BY LESSOR

SECTION 28.01  N/A

                              ARTICLE 29 - NOTICES





                                      -20-
<PAGE>

SECTION 29.01 Any notice or demand required or permitted to be given by the
terms and provisions of this Lease, or by any law or governmental regulations,
either by Lessor to Lessee, or by Lessee to Lessor, shall be in writing. Unless
otherwise required by such law or regulation, such notice or demand shall be
given, and shall be deemed to have been given by Lessor and received by Lessee,
three (3) business days after the date on which Lessor shall have deposited such
notice or demand by registered or certified return receipt requested mail with
the U.S. Postal Service addressed to Lessee at the Premises or the day upon
which such notice or demand is hand delivered to Lessee at the Premises. Any
such notice or demand shall be given and shall be deemed to have been served and
given by Lessee and received by Lessor, three (3) business days after the date
on which Lessee shall have deposited such notice or demand by registered or
certified mail in such a post office addressed to Lessor at:

               Sippel Enterprises, L.P.
               2591 Wexford-Bayne Road
               Suite 100
               Sewickley, Pennsylvania 15143

Either party may, by notice of aforesaid, designate a different address or
addresses for notices or demands to it.

SECTION 29.02 However, notices requesting services during other than Normal
Business Hours pursuant to Article 11 may be given, either in writing to the
person in the Building designated by Lessor to receive such notices or through
Lessor's computerized answering service for such purposes.

                        ARTICLE 30 - WAIVER OF REDEMPTION

SECTION 30.01 Lessee, for itself, and on behalf of any and all persons claiming
through or under it, including creditors of all kinds, does hereby waive and
surrender all right and privilege which they or any of them might have under or
by reason of any present or future law, to redeem the Premises or to have a
continuance of this Lease for the term hereby demised after having been disposed
or ejected therefrom by process of law or under the terms of this Lease or after
the termination of this Lease as herein provided.

                        ARTICLE 31 - ESTOPPEL CERTIFICATE

SECTION 3L.01 Lessor and Lessee each agree at anytime, and from time to time,
upon not less than fifteen (15) days' prior notice to execute, acknowledge and
deliver, without cost or expense, to the other party, a statement in writing
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and further stating the modifications) and the dates to which the Base
Rent, Additional Rent and other charges have been paid, and stating whether or
not to the best knowledge of the signer of such certificate, the other party is
in default in performance of any covenant, agreement, term, provision or
condition contained in this Lease on its part to be performed, and, if so,
specifying each such default of which the signer may have knowledge, it being
intended that any such statement delivered pursuant hereto may be relied upon by
any other party with whom the party requesting such certificate may be dealing.

                            ARTICLE 32 -MISCELLANEOUS

SECTION 32.01 SUCCESSORS AND ASSIGNS. This Lease and the covenants and
conditions herein contained shall inure to the benefit of and be binding upon
Lessor, its successors and assigns, and shall be binding upon Lessee, its
successors and assigns and shall inure to the benefit of Lessee and its
permitted assigns.

SECTION 32.02 CAPTIONS AND HEADINGS. The table of contents and the Article and
Section captions and headings are for convenience of reference only and in no
way shall be used to construe or modify the provisions set forth in this Lease.





                                      -21-
<PAGE>

SECTION 32.03 JOINT AND SEVERAL LIABILITY. If two or more individuals,
corporations, partnerships or other business associations (or any combination of
two or more thereof) shall sign this Lease as Lessee, the liability of each such
individual, corporation, partnership or other business association to pay rent
and perform all other obligations hereunder shall be deemed to be joint and
several, and all notices, payments and agreements given or made by, with or to
any one of such individuals, corporations, partnerships or other business
associations shall be deemed to have been given or made by, with or to all of
them in like manner. If Lessee shall be a partnership or other business
association, the members of which are, by virtue of statute or law, subject to
personal liability, the liability of each such member shall be joint and
several.

SECTION 32.04 BROKER'S COMMISSION. Each of the parties represents and warrants
that, except for any commission that may be owed by Lessor, there are no claims
for brokerage commissions or finder's fees in connection with the execution of
this Lease, and agrees to indemnify the other against, and hold it harmless
from, all liability arising from any such claim including, without limitation,
the cost of counsel fees in connection therewith.

SECTION 32.05 NO DISCRIMINATION. It is intended that the Building shall be
operated so that all prospective tenants thereof, and all customers, employees,
licensees and invitees of all tenants shall have the opportunity to obtain all
the goods, services, accommodations, advantages, facilities and privileges of
the Building without discrimination because of race, creed, color, sex, age,
national origin or ancestry. To that end, Lessee will not discriminate in the
conduct and operation of its business in the Premises against any person or
group of persons because of the race, creed, color, sex, age, national origin or
ancestry of such person or group of persons.

SECTION 32.06 NO JOINT VENTURE. Any intention to create a joint venture or
partnership or any relationship other than Lessor and Lessee between the parties
hereto is hereby expressly disclaimed.

SECTION 32.07 NO OPTION. The submission of the Lease for examination does not
constitute a reservation of or option for the Premises, and this Lease shall
become effective only upon execution and delivery thereof by both parties.

SECTION 32.08 NO MODIFICATION. This writing is intended by the parties as a
final expression of their agreement and as a complete and exclusive statement of
the terms thereof, all negotiations, considerations and representations between
the parties having been incorporated herein. No course of prior dealings between
the parties or their officers, employees, agents or affiliates shall be relevant
or admissible to supplement, explain, or vary any of the terms of this Lease.
Acceptance of, or acquiescence in, a course of performance rendered under this
or any prior agreement between the parties or their affiliates shall not be
relevant or admissible to determine the meaning of any of the terms of this
Lease. No representations, understandings, or agreements have been made or
relied upon in the making of this Lease other than those specifically set forth
herein. This Lease can be modified only by a writing signed by the party against
whom the modification is enforceable.

SECTION 32.09 SEVERABILY. If any term or provision, or any portion thereof, of
this Lease, or the application thereof to any person or circumstances shall, to
any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term or provision of this Lease shall be valid and be enforced
to the fullest extent permitted by law.

SECTION 32.10 LIMITED LIABILITY. Notwithstanding anything in this Lease to the
contrary, the liability of Lessor under this Lease shall be limited to its
leasehold interest in the Building and Lessee agrees that no judgment against
Lessor under this Lease may be satisfied against any property or assets of
Lessor other than the leasehold interest of Lessor in the Building.





                                      -22-
<PAGE>

SECTION 32.11 THIRD PARTY BENEFICIARY. Nothing contained in this Lease shall be
construed so as to confer upon any other party the rights of a third party
beneficiary except rights contained herein for the benefit of a Mortgagee.

SECTION 32.12 CORPORATE LESSEES. In the event Lessee is a corporation, the
persons executing this Lease on behalf of Lessee hereby covenant and warrant
that: Lessee is a duly constituted corporation qualified to do business in the
state in which the Premises are situate, and such persons are duly authorized by
the board of directors of such corporation to execute and deliver this Lease on
behalf of the corporation.

SECTION 32.13 APPLICABLE LAW. This Lease and the rights and obligation of the
parties hereunder shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.

                             ARTICLE 33 - RELOCATION

SECTION 33.01 Lessor shall have the option to relocate at Lessor's expense the
Premises at any time or times during the Term to a different location in the
Building (herein referred to as "the New Premises"). Lessor may exercise such
option by giving Lessee written notice thereof not less than thirty (30) days
prior to the proposed effective date of relocation.

SECTION 33.02 If Lessor exercises its option to relocate the Premises:

     (a) The New Premises shall contain at least the amount of the Rentable Area
     contained in the Premises;

     (b) Lessor shall pay the direct costs, including physical moving expenses
     (including telephone and telephone equipment relocation costs) incurred by
     Lessee in relocating from the Premises to the New Premises and for
     improving the New Premises so that they are substantially similar to the
     Premises, but in no event shall Lessor pay any indirect expenses incurred
     by Lessee in relocating from the Premises to the New Premises (including
     salaries of employees of Lessee for time allocated to such relocation,
     legal fees or loss of business profit). Window space must be at least as
     great in the new premises as the old premises, but should it require
     additional square feet to get the same window area, then Lessee pays for
     the increase in square feet.

     (c) The Base Rent specified in Section 4.01 for the then current Portion of
     the Term shall be increased or decreased, as the case may be, to the
     product obtained by multiplying such Base Rent by a fraction, the numerator
     of which is the Rentable Area contained in the New Premises and the
     denominator of winch is the Rentable Area contained in the Premises, and
     the Base Rent for any future Portions of the Term shall be increased or
     decreased in the same manner,

     (d) The Rentable Area of the premises specified in Section 1.02 shall be
     increased or decreased, as the case may be, by the difference in the
     Rentable Area contained in the Premises and the Rentable Area contained in
     the New Premises;

     (e) Lessee's Percentage of Operating Expenses shall be recalculated in
     accordance with the formula specified in Subsection 2.01(j); and,

     (f) Lessee's Percentage of Taxes shall be recalculated in accordance with
     the formula specified in Subsection 2.10(k).





                                      -23-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed these presents the day
     and year first above written.


WITNESS:                                 SIPPEL ENTERPRISES, L.P.


   /s/  Susan A. Majeski                 By:    /s/   Gary A. Sippel
------------------------------------         ----------------------------------

ATTEST:                                  NOMOS Corporation

                                         By:    /s/  John W. Manzetti
------------------------------------         ----------------------------------
                                                            John W. Manzetti
                                                             President and
                                                        Chief Operating Officer
                                                           NOMOS Corporation


                                         By:
------------------------------------         ----------------------------------

                                         By:
------------------------------------         ----------------------------------

                                         By:
------------------------------------         ----------------------------------







                                      -24-

<PAGE>




                                   EXHIBIT "A"

                           [FLOOR PLAN OF LEVEL THREE]








<PAGE>




                                   EXHIBIT "B"

                                      [MAP]













<PAGE>




                                   EXHIBIT "C"

                                BUILDING SERVICES

Subject to the provisions of Article 14 of the Lease, Lessor shall provide,
within its standards on each item, the following services and facilities:

1. Electric current for building standard level of illumination using standard
fixtures of Lessor's choice, and replacement of light globes and/or fluorescent
tubes in the standard lighting fixtures installed in the common areas by Lessor.
Standard electrical current shall be defined throughout the term of this Lease
as 208-120 volt, 100 amp service, single phase.

2. Maintenance of service of the public toilet rooms in the Building.

3. Maintenance of standard hardware installed in the Premises by Lessor.

4. Maintenance and sealing of ceramic tile floors.

5. Cleaning of exterior window panels.

6. Cleaning and maintenance of common areas in the Building, i.e. stairways,
common hallways, lobby, rest rooms, parking areas, sidewalks and all common
interior and exterior lighting fixtures.

7. Hot and cold water for lavatory and drinking purposes. If Lessee requires
water for additional purposes, Lessee shall pay the cost thereof as shown on a
meter to be installed and maintained at Lessee's expenses to measure such
consumption.





<PAGE>




                                   EXHIBIT "D"

                               BUILDING STANDARDS

Standard leasehold improvements included in base rent:

1. Approximately (0') ZERO feet of interior walls (steel stud and painted
drywall).

2. Approximately 0 feet of demising walls (steel stud and painted drywall).

3. CORRIDOR DOORS: (1) ONE 30/70 oak with key lock.

4. INTERIOR DOORS: (0) ZERO 30/68 1-3/8" FHC prefinished oak tone doors with
standard latch set.

5. CEILINGS: Standard 2'x 4' suspended type WAFF approximately white fissured
design.

6. FLOORING: Standard carpeting including 4" rubber base.

7. WINDOW TREATMENT: All exterior windows are fitted with vertical blinds
(Standard building color).

8. HVAC: Heating, Ventilating, and Air Conditioning. A system will be provided
using standard design criteria for normal office conditions. Spot cooling for
equipment loads is not included. Thermostats will be located in a locked box in
a location to be determined to provide for optimum temperatures for all tenants.

9. ELECTRIC:

     -    Lighting: Provide one (1) 2' x 4' lay in Parabolic light fixture (4
          bulb cool/white) for every approximate one hundred (100) square feet.

     -    Outlets: Provide one (1) duplex wall outlet for every one hundred
          (100) square feet of leased space. Standard circuiting installation.

10. BUILDING MAINTENANCE:

     -    Includes exterior of building and common areas only.

     -    Lessee assumes responsibility for complete maintenance and cleaning of
          lease space areas.







<PAGE>






                                   EXHIBIT "E"

                              RULES AND REGULATIONS

1. DEFINITIONS: Wherever in these Rules and Regulations the word "Lessee" is
used, it shall be taken to apply to and include the Lessee and its agents
employees, invitees, licensees, subtenants and contractors, and is to be deemed
of such number and gender as the circumstances require. The word "Premises" is
to be taken to include the space covered by Lease. The word "Lessor" shall be
taken to include the employees and agents of Lessor.

2. OBSTRUCTIONS: The streets, sidewalks, entrances, halls, passages, elevators,
stairways and other common areas provided by Lessor shall not be obstructed by
Lessee, or used by it for any other purpose than for ingress and egress.

3. WASHROOMS: Toilet rooms, water-closets and other water apparatus shall not be
used for any purposes other than those for which they were constructed.

4. ACCESS: Lessee agrees to permit Lessor access to the Premises at reasonable
times for performing environmental and janitorial services, and fire and safety
inspections.

5. GENERAL PROHIBITIONS: In order to insure proper use and care of the Premises
Lessee shall not:

     (1) Keep animals, fish or birds in the Premises.

     (2) Use Premises as sleeping apartments.

     (3) Allow any sign, advertisement or notice to be fixed to the Building,
     inside or outside, without Lessor's consent.

     (4) Make improper noises or disturbances of any kind; sing, play or operate
     any musical instrument, radio or television to disturb other Lessees.

     (5) Mark or defile elevators, water-closets, toilet rooms, walls, window,
     doors or any other part of the Building.

     (6) Place anything on the outside of the Building, including roof setbacks,
     window ledges, and other projections; or drop anything from the windows,
     stairways or parapets; or place trash or other matter in the halls
     stairways or elevator of the Building.

     (7) Cover or obstruct any window, skylight door or transom that admits
     light.

     (8) Fasten any particle, drill holes, drive nails or screws into the walls,
     floors, woodwork or partitions; nor shall the same be painted, papered or
     otherwise covered or in any way marked or broken without consent of Lessor.

     (9) Install or operate any machinery other than small office equipment
     without the consent of Lessor.

     (10) Interfere with the heating or cooling apparatus.

     (11) Leave Premises without locking doors, stopping all office machines,
     and extinguishing all lights.