<PAGE>   1

                            SECOND AMENDMENT TO LEASE

            THIS SECOND AMENDMENT TO LEASE ("Amendment") is made on this 6th day
of July, 1998, by and between BALA PLAZA, INC., a Delaware corporation
("Landlord"), PHILADELPHIA CONSOLIDATED HOLDING CORP., a Pennsylvania
corporation ("Tenant").

                                   BACKGROUND

      A. The Prudential Insurance Company of America ("Prudential") and Tenant
entered into a certain Lease, dated as of August, 1995 (the "Original Lease"),
pursuant to which Prudential leased to Tenant approximately 16,880 rentable
square feet of space on the first floor and 3,550 rentable square feet of space
on the lower level (collectively, the "Premises") of the building known as One
Bala Plaza ("Building") and upon lands located in Bala Cynwyd, Lower Merion
Township, Montgomery County, Pennsylvania (the "Property"). The Premises are
more fully described in the Original Lease.

      B. Thereafter Landlord succeeded to the right, title and interest of
Prudential in and to the Building and the Property, and all of Prudential's
right, title and interest as the "Landlord" under the Original Lease was
assigned to Landlord.

      C. Landlord and Tenant then entered into a First Amendment of Lease, dated
May 8, 1997 ("First Amendment"), pursuant to which the parties amended the
Original Lease to, among other things, (i) expand the Premises by adding thereto
approximately 2,210 rentable square feet of space located on the first floor of
the Building, (ii) provide for the performance by Landlord of certain
improvements to such additional space, (iii) adjust the annual Base Rent payable
by Tenant under the Original Lease, and (iv) adjust Tenant's Percentage.

      D. The Original Lease, as amended by the First Amendment, is referred to
herein as the "Lease."

      E. Landlord and Tenant now desire to further amend the Lease to, among
other things, (i) further expand the Premises by adding thereto l2,304 rentable
square feet of space located on the second floor of the Building, shown outlined
and hatched in black on the floor plan attached hereto as Exhibit A (the
"Additional Space"), (ii) further adjust the Base Rent and additional rent
payable by Tenant under the Lease, and (iii) otherwise modify and amend the
Lease, all as set forth in this Amendment.

      F. Tenant currently has the right to use and occupy the Additional Space
pursuant to (i) that certain Agreement of Sublease (the "Sublease"), dated of
even date herewith, between Manugistics, Inc., as sublessor, and Tenant, as
sublessee, which pertains to a portion of the Additional Space consisting of
2,812 rentable square feet of space (the "Manugistics Space"),

<PAGE>   2

and (ii) that certain Agreement of Sub-Sublease (the "Sub-Sublease"), dated of
even date herewith, between Manugistics, Inc., as sub-sublessor, and Tenant, as
sub-sublessee which pertains to a portion of the Additional Space consisting of
9,492 rentable square feet of space (the "Osteopathic Medical Center Space"),
each of which expires on June 30, 2002 (but may be sooner terminated in
accordance with the terms thereof). The Manugistics Space and the Osteopathic
Medical Center Space are more particularly described in the Sublease and
Sub-Sublease, respectively.

      NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein set forth and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

      1. Demise of Additional Space.

            a. Landlord hereby leases, demises and lets unto Tenant the
Additional Space, and Tenant hereby takes and hires the Additional Space from
Landlord. The Additional Space shall be added to and become a part of the
Premises in two separate steps, one corresponding to the Manugistics Space and
one corresponding to the Osteopathic Medical Center Space. Such steps may occur
simultaneously or at different times.

            b. The Manugistics Space shall be added to and become a part of the
Premises for the period commencing on the earlier date ("Manugistics Space
Commencement Date") to occur of (i) July 1, 2002, or (ii) the first day after
the date that the Sublease has expired or been terminated, and terminating on
February 28, 2003, being the scheduled expiration date of the term of the Lease.
Landlord and Tenant agree to execute a confirmation of the Manugistics Space
Commencement Date, substantially in the form of Exhibit B attached hereto,
within thirty (30) days after the occurrence of such date. Effective on the
Manugistics Space Commencement Date, the Manugistics Space shall be (i) added to
the Premises, and (ii) governed by all of the provisions of the Lease, as
amended hereby. Tenant hereby agrees to accept the Manugistics Space in its "as
is" condition as of the Manugistics Space Commencement Date. Tenant acknowledges
that neither Landlord, nor Landlord's agents, representatives, employees,
servants or attorneys have made or will make any representations or promises,
whether express or implied, concerning the condition of the Manugistics Space,
and agrees that Landlord shall have no obligation to make any alterations or
improvements to the Manugistics Space.

            c. The Osteopathic Medical Center Space shall be added to and become
a part of the Premises for the period commencing on the earlier date
("Osteopathic Medical Center Space Commencement Date") to occur of (i) July 1,
2002, or (ii) the first day after the date that the Sublease has expired or been
terminated, and terminating on February 28, 2003, being the scheduled expiration
date of the term of the Lease. Landlord and Tenant agree to execute a
confirmation of the Osteopathic Medical Center Space Commencement Date,
substantially in the form of Exhibit B attached hereto, within thirty (30) days
after the occurrence of such date. Effective on the Osteopathic Medical Center
Space Commencement Date, the Osteopathic


                                       2
<PAGE>   3

Medical Center Space shall be (i) added to the Premises, and (ii) governed by
all of the provisions of the Lease, as amended hereby. Tenant hereby agrees to
accept the Osteopathic Medical Center Space in its "as is" condition as of the
Osteopathic Medical Center Space Commencement Date. Tenant acknowledges that
neither Landlord, nor Landlord's agents, representatives, employees, servants or
attorneys have made or will make any representations or promises, whether
express or implied, concerning the condition of the Osteopathic Medical Center
Space, and agrees that Landlord shall have no obligation to make any alterations
or improvements to the Osteopathic Medical Center Space.

      2. Adjustment of Annual Base Rent and Additional Rent.

            a. The adjustments applicable to the Manugistics Space shall be as
follows:

                  i. Effective on the Manugistics Space Commencement Date and
continuing through the expiration date of the term of the Lease, Tenant shall
pay Landlord annual Base Rent and monthly installments thereof for the
Manugistics Space as more particularly set forth in this Section 2(a). Such Base
Rent shall be in addition to the Base Rent payable by Tenant for the portion of
the Premises that does not include the Manugistics Space (or the Osteopathic
Medical Center Space). If the Manugistics Space Commencement Date occurs before
June 30, 2000, then the Base Rent for the Manugistics Space shall be:

<TABLE>
<CAPTION>
                         Annual             Monthly             Base Rent
Period                   Base Rent          Base Rent           Per RSF
------                   ---------          ---------           ---------
<S>                      <C>                <C>                 <C>   
Manugistics Space                           
Commencement Date                           
 to 06/30/00             $61,864.00         $5,155.33           $22.00
07/01/00-06/30/02        $67,488.00         $5,624.00           $24.00
07/01/02-02/28/03        Fair Market Rent   Fair Market Rent    Fair Market Rent
</TABLE>

                  If the Manugistics Space Commencement Date occurs after June
30, 2000 and before June 30, 2002, then the Base Rent for the Manugistics Space
shall be:

<TABLE>
<CAPTION>
                         Annual             Monthly             Base Rent
Period                   Base Rent          Base Rent           Per RSF
------                   ---------          ---------           ---------
<S>                      <C>                <C>                 <C>   
Manugistics Space                           
Commencement Date                           
 to 06/30/02             $67,488.00         $5,624.00           $24.00
07/01/02-02/28/03        Fair Market Rent   Fair Market Rent    Fair Market Rent
</TABLE>

                  If the Manugistics Space Commencement Date occurs on July 1,
2002, then the Base Rent for the Manugistics Space shall be:


                                       3
<PAGE>   4

<TABLE>
<CAPTION>
                         Annual             Monthly             Base Rent
Period                   Base Rent          Base Rent           Per RSF
------                   ---------          ---------           ---------
<S>                      <C>                <C>                 <C>   
Manugistics Space                           
Commencement Date                           
 to 02/28/03             Fair Market Rent   Fair Market Rent    Fair Market Rent
</TABLE>
                                           
                  ii. Effective on the Manugistics Space Commencement Date and
continuing through the expiration date of the term of the Lease, Tenant shall
pay to Landlord additional rent with respect to the Manugistics Space, including
without limitation additional rent under Article 5 of the Lease. For that the
purpose, (i) the Base Year under paragraph 5(c)(i) of the Lease shall remain the
1995 calendar year through the expiration date of the term of the Lease.

                  iii. Effective on the Manugistics Space Commencement Date,
Tenant's Percentage under paragraph 5(c)(iii) of the Lease shall increase by
0.770%, which is the ratio that the rentable square foot area of the Manugistics
Space bears to the total rentable square foot area of office space in the
Building.

            b. The adjustments applicable to the Osteopathic Medical Center
Space shall be as follows:

                  i. Effective on the Osteopathic Medical Center Space
Commencement Date and continuing through the expiration date of the term of the
Lease, Tenant shall pay Landlord annual Base Rent and monthly installments
thereof for the Osteopathic Medical Center Space as more particularly set forth
in this Section 2(b). Such Base Rent shall be in addition to the Base Rent
payable by Tenant for the portion of the Premises that does not include the
Osteopathic Medical Center Space (or the Manugistics Space). If the Osteopathic
Medical Center Space Commencement Date occurs before June 30, 2000, then the
Base Rent for the Osteopathic Medical Center Space shall be:

<TABLE>
<CAPTION>
                         Annual            Monthly           Base Rent
Period                   Base Rent         Base Rent         Per RSF
------                   ---------         ---------         ---------
<S>                      <C>                <C>                 <C>   
Osteopathic Medical Center Space
Commencement Date
 to 06/30/00             $208,824.00       $17,402.00        $22.00
07/01/00-06/30/02        $227,808.00       $18,984.00        $24.00
07/01/02-02/28/03        Fair Market Rent  Fair Market Rent  Fair Market Rent
</TABLE>

                   If the Osteopathic Medical Center Space Commencement Date
occurs after June 30, 2000 and before June 30, 2002, then the Base Rent for the
Osteopathic Medical Center Space shall be:


                                       4
<PAGE>   5

<TABLE>
<CAPTION>
                         Annual            Monthly           Base Rent
Period                   Base Rent         Base Rent         Per RSF
------                   ---------         ---------         ---------
<S>                      <C>                <C>                 <C>   
Osteopathic Medical Center Space
Commencement Date
 to 06/30/02             $227,808.00       $18,984.00        $24.00
07/01/02-02/28/03        Fair Market Rent  Fair Market Rent  Fair Market Rent
</TABLE>

                   If the Osteopathic Medical Center Space Commencement Date
occurs on July 1, 2002, then the Base Rent for the Osteopathic Medical Center
Space shall be:

<TABLE>
<CAPTION>
                         Annual            Monthly           Base Rent
Period                   Base Rent         Base Rent         Per RSF
------                   ---------         ---------         ---------
<S>                      <C>                <C>                 <C>   
Osteopathic Medical Center Space
Commencement Date
 to 02/28/03             Fair Market Rent  Fair Market Rent  Fair Market Rent
</TABLE>

                  ii. Effective on the Osteopathic Medical Center Space
Commencement Date and continuing through the expiration date of the term of the
Lease, Tenant shall pay to Landlord additional rent with respect to the
Osteopathic Medical Center Space, including without limitation additional rent
under Article 5 of the Lease. For that the purpose, (i) the Base Year under
paragraph 5(c)(i) of the Lease shall remain the 1995 calendar year through the
expiration date of the term of the Lease.

                  iii. Effective on the Osteopathic Medical Center Space
Commencement Date, Tenant's Percentage under paragraph 5(c)(iii) of the Lease
shall increase by 2.599%, which is the ratio that the rentable square foot area
of the Osteopathic Medical Center Space bears to the total rentable square foot
area of office space in the Building.

            c. For purposes of this Amendment, the term "Fair Market Rent" shall
mean the annual base rent, per square foot (with a tenant to pay additional rent
of the same types described in Article 5 of the Lease), at which landlords are
leasing comparable office space in buildings that are comparable to the Building
and located in the Bala Cynwyd and Conshohocken markets (with appropriate
adjustments to take account of variations in location, size and tenant fit-up
costs undertaken by such landlords), but in no event less than the Base Rent
that is due and owing on the Manugistics Space Commencement Date for the space
added to the Premises pursuant to the First Amendment.

            d. When both the Manugistics Space and the Osteopathic Medical
Center Space are added to the Premises, the Premises shall comprise an aggregate
of approximately 34,944 rentable square feet, and Tenant's Percentage under
paragraph 5(c)(iii) of the Lease shall be 9.567%, which is the ratio that the
rentable square foot area of the Premises (i.e. 34,944 rentable square feet, as
agreed by Landlord and Tenant) bears to the total rentable square foot


                                       5
<PAGE>   6

area of office space in the Building (i.e. 365,256 rentable square feet, as
agreed by Landlord and Tenant).

            e. Effective on the date hereof, clause (2) of paragraph 5(c) of the
Lease is hereby amended and restated as follows: "(2) Any increase in Operation
and Maintenance Costs for each Comparison Year over the Operation and
Maintenance Costs for the Base Year, excluding any non-recurring Operation and
Maintenance Costs for the Base Year."

      3. Conditions to Effectiveness. Landlord and Tenant agree that,
notwithstanding any provision of this Amendment to the contrary, all rights and
obligations of each of Tenant and Landlord under Sections 1 and 2 of this
Amendment are contingent upon (a) the execution and delivery by Tenant and
Manugistics, Inc. of the Sublease and the Sub-Sublease, and (b) the execution
and delivery by Landlord, Tenant, Manugistics, Inc. and Osteopathic Medical
Center of Philadelphia of the applicable Consent and Agreement related to each.
Once the Sublease, the Sub-Sublease and the Consent and Agreement related to
each are executed and delivered, Tenant shall promptly deliver complete, fully
executed originals to Landlord, whereupon the foregoing contingency shall be
deemed to be satisfied without further act or deed by Landlord or Tenant.

      4. Restatement of Insurance Provisions. Article 16 of the Lease is hereby
amended and restated in its entirety as follows:

      "16. INDEMNIFICATION AND INSURANCE.

      (a) Indemnity. Tenant shall defend, indemnify and hold Landlord and its
officers, directors, employees, shareholders, principals and agents harmless
from and against any and all claims, demands, losses, penalties, fines, fees,
charges, assessments, liabilities, damages, judgments, orders, decrees, actions,
administrative or other proceedings, costs and expenses (including court costs,
reasonable attorneys' fees, and expert witness fees), including consequential
damages, and any diminution in value or loss or interference with the transfer,
use or enjoyment of the Premises, Property or complex consisting of One, Two and
Three Bala Plaza ("Complex") or other property or business or affecting title
thereto, howsoever caused, which directly or indirectly relate to or result
wholly or in part from, or are alleged to relate to or arise wholly or in part
from: (i) any violation or breach of this Lease or any applicable law,
ordinance, rule or regulation by any Tenant Parties (as defined below), (ii)
damage, loss or injury to persons, property or business occurring in, about or
from the Premises, (iii) damage, loss or injury to persons, property or business
directly or indirectly arising out of any Tenant Party's use of the Premises or
Property or Complex, or out of any other act or omission of any Tenant Parties.
For purposes of this provision, "Tenant Parties" shall mean Tenant, any other
occupant of the Premises and any of their respective agents, employees,
invitees, transferees and contractors. Without limiting the generality of the
foregoing, Tenant specifically acknowledges that the undertaking herein shall
apply to claims in connection with or arising out of (A) any alterations
performed pursuant to Article 9, including without limitation the installation,
maintenance, use or removal of any telecommunication lines, (B) the
transportation, use, storage, maintenance,


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<PAGE>   7

generation, manufacturing, handling, disposal, release, discharge, spill or leak
of any hazardous substance as such term is defined in any federal, state or
local environmental law, and (C) violations of Tenant's responsibilities
respecting the Americans with Disabilities Act as described in Article 30
(whether or not any of such matters shall have been theretofore approved by
Landlord). Notwithstanding the foregoing to the contrary, the foregoing
indemnity shall not apply to claims finally determined by a court of competent
jurisdiction to have been caused solely by the gross negligence or willful
misconduct of the party seeking to be indemnified.

      (b) Required Insurance. Tenant shall maintain at its expense during the
term of this Lease with respect to the Premises and Tenant's use thereof and of
the Property:

            (i) Worker's Compensation Insurance in the amounts required by
statute, and Employer Liability Insurance in at least the following amounts: (a)
Bodily Injury by Accident - $500,000 per accident, (b) Bodily Injury by Disease
- $500,000 per employee, and (c) Aggregate Limit - $500,000 per policy year.

            (ii) Property Damage Insurance for the protection of Tenant and
Landlord, as their interests may appear, covering any alterations or
improvements in excess of any work provided or paid for by Landlord under this
Lease, Tenant's personal property, business records, fixtures and equipment, and
other insurable risks in amounts not less than the full insurable replacement
cost of such property and full insurable value of such other interests of
Tenant, with coverage at least as broad as the most recent editions published by
Insurance Services Office, Inc. or any successor organization ("ISO"), of: (a)
Building and Personal Property Coverage Form (CP0010), (b) Causes of Special
Loss Form (CP1030), and (c) Sprinkler Leakage - Earthquake Extension (CP1039).

            (iii) Liability insurance as follows: (I) Commercial General
Liability Insurance ("CGL") at least as broad as the most recent ISO edition of
Commercial General Liability Coverage Form (CG0001) with limits of at least the
following amounts: (a) Death or Bodily Injury - $1,000,000, (b) Property Damage
or Destruction (including loss of use thereof) - $1,000,000, (c)
Products/Completed Operations - $1,000,000, (d) Personal or Advertising injury -
$1,000,000, (e) Each Occurrence Limit - $1,000,000, and (f) General Aggregate
Limit - $2,000,000 per policy year, and (II) Umbrella Liability Insurance with a
limit of at least $15,000,000 (which may be carried in one or more policies).
Such CGL and Umbrella policies shall include endorsements: (1) for contractual
liability covering Tenant's indemnity obligations under this Lease, and (2)
adding Landlord, the management company for the Property, and other parties
designated by Landlord, as Additional Insureds, on a form at least as broad as
the most recent edition of Additional Insured - Manager or Lessor of Premises
Endorsement Form (CG2011) published by ISO.

      (c) Certificates, Subrogation and Other Matters. Upon the request of
Landlord from time to time during the term of this Lease, Tenant shall provide
Landlord with certificates evidencing the coverage required hereunder. Such
certificates shall: (i) be on ACORD Form 27 or such


                                       7
<PAGE>   8

other form approved or required by Landlord, (ii) state that such insurance
coverage may not be changed, canceled or non-renewed without at least thirty
(30) days' prior written notice to Landlord, and (iii) include, as attachments,
duplicate originals or copies of the Additional Insured endorsements to Tenant's
CGL policy required above (once the same are provided to Tenant). Tenant shall
provide renewal certificates to Landlord at least thirty (30) days prior to
expiration of such policies. Except as expressly provided to the contrary
herein, coverage hereunder shall apply to events occurring during the policy
year regardless of when a claim is made. Provided Landlord does so (or is doing
so) with respect to the majority of the tenants in the Complex, Landlord may
periodically require that Tenant reasonably increase or expand the
aforementioned coverage. Except as provided to the contrary herein, any
insurance carried by Landlord or Tenant shall be for the sole benefit of the
party carrying such insurance. If Tenant obtains insurance under "blanket
policies," Tenant shall obtain an endorsement providing that the insurance
limits required hereunder are not subject to reduction or impairment by claims
or losses at other locations. Tenant's insurance policies shall be primary to
all policies of Landlord and any other Additional Insureds (whose policies shall
be deemed excess and non-contributory). All insurance required hereunder shall
be provided by responsible insurers licensed in the Commonwealth of
Pennsylvania, and shall have a general policy holder's rating of at least A and
a financial rating of at least IX in the then current edition of Best's
Insurance Reports. The parties mutually hereby waive all rights and claims
against each other for all losses covered by their respective insurance
policies, and waive all rights of subrogation of their respective insurers. The
parties agree that their respective insurance policies are now, or shall be,
endorsed such that said waiver of subrogation shall not affect the right of the
insured to recover thereunder. Landlord disclaims any representation as to
whether the foregoing coverages will be adequate to protect Tenant, and Tenant
agrees to carry such additional coverage as may be necessary or appropriate."

      5. Restatement of Waiver of Claims. Article 17 of the Lease is hereby
amended and restated in its entirety as follows:

      "17. WAIVER OF CLAIMS. Except for claims arising from Landlord's
intentional or grossly negligent acts which are not covered or required to be
covered by Tenant's insurance hereunder, Tenant waives all claims against
Landlord for injury or death to persons, damage to property or to any other
interest of Tenant sustained by Tenant or any party claiming by or through
Tenant resulting from: (i) any occurrence in or upon the Premises, (ii) leaking
of roofs, bursting, stoppage or leaking of water, gas, sewer or steam pipes or
equipment, including sprinklers, (iii) wind, rain, snow, ice, flooding
(including flooding of basements and other subsurface areas), freezing, fire,
explosion, earthquake, excessive heat or cold, dampness, fire or other casualty,
(iv) the Property, Premises, or any of the Building systems and equipment being
defective, out of repair, or failing, and (v) vandalism, malicious mischief,
theft, misappropriation or other acts or omissions of any parties including
Tenant's employees, other tenants, and their respective agents, employees,
invitees and contractors (and Tenant shall give Landlord immediate notice of any
such occurrences). To the extent that Tenant is required to or does carry
insurance hereunder, Tenant agrees that Tenant's property loss risks shall be
borne by such


                                       8
<PAGE>   9

insurance, and Tenant agrees to seek recovery only from its insurance caters in
the event of such losses; for purposes hereof, any deductible amount shall be
treated as though it were recoverable under such policies. This provision is in
addition to, and not in limitation of, other provisions of this Lease limiting
Landlord's liability."

      6. Restatement of Certain Remedies. Paragraph 25(i) of the Lease is hereby
amended and restated in their entirety as follows:

      "(i) CONFESSION OF JUDGMENT FOR MONETARY AMOUNTS.

      (a) TENANT HEREBY EXPRESSLY AUTHORIZES THE PROTHONOTARY, CLERK OR ANY
      ATTORNEY OF ANY COURT OF RECORD TO ACCEPT SERVICE OF PROCESS FOR, TO
      APPEAR FOR, AND TO CONFESS JUDGMENT AGAINST TENANT AND ALL PERSONS
      CLAIMING UNDER TENANT IN ANY AND ALL ACTIONS BROUGHT HEREUNDER BY LANDLORD
      AGAINST TENANT TO ENFORCE PAYMENT OF ANY SUMS OWING HEREUNDER BY TENANT TO
      LANDLORD (AS RENT, ACCELERATED RENT OR OTHERWISE), WITH FIVE PERCENT (5%)
      ADDED THERETO AS ATTORNEY'S COLLECTION FEE, WITHOUT ANY LIABILITY ON THE
      PART OF SAID ATTORNEY, FOR WHICH THIS LEASE SHALL BE SUFFICIENT WARRANT,
      AND TENANT AGREES THAT UPON THE ENTRY OF SUCH JUDGMENT FOR POSSESSION A
      WRIT OF EXECUTION OR OTHER APPROPRIATE PROCESS MAY ISSUE FORTHWITH
      (WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER).

            IN ANY SUCH ACTION, LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH
      ACTION AN AFFIDAVIT MADE BY LANDLORD OR SOMEONE ACTING FOR IT SETTING
      FORTH FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, OF WHICH FACTS
      SUCH AFFIDAVIT SHALL BE CONCLUSIVE EVIDENCE, AND IF A TRUE COPY OF THIS
      LEASE BE FILED IN SUCH ACTION (AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT
      SHALL BE SUFFICIENT EVIDENCE), IT SHALL NOT BE NECESSARY TO FILE THE
      ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE
      TO THE CONTRARY NOTWITHSTANDING. TENANT AND ALL PERSONS CLAIMING UNDER
      TENANT HEREBY RELEASE LANDLORD FROM ANY CLAIMS ARISING FROM ANY ERRORS OR
      DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR JUDGMENT, IN CAUSING SUCH
      WRIT OF EXECUTION OR OTHER PROCESS TO BE ISSUED OR IN ANY PROCEEDING
      THEREON OR CONCERNING THE SAME, AND HEREBY AGREE THAT NO WRIT OF ERROR OR
      OBJECTION SHALL BE MADE OR TAKEN THERETO.

            THIS WARRANT OF ATTORNEY SHALL NOT BE EXHAUSTED BY ONE EXERCISE
      THEREOF, BUT JUDGMENT MAY BE CONFESSED FROM TIME TO TIME AS OFTEN AS
      OCCASION THEREFORE SHALL EXIST. SUCH POWERS


                                       9
<PAGE>   10

      MAY BE EXERCISED DURING AS WELL AS AFTER THE EXPIRATION OR TERMINATION OF
      THE TERM AND DURING AND AT ANY TIME AFTER ANY EXTENSION OR RENEWAL OF THE
      TERM OF THIS LEASE.

      (b) CONFESSION OF JUDGMENT FOR POSSESSION. TENANT HEREBY EXPRESSLY
      AUTHORIZES THE PROTHONOTARY, CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD
      TO ACCEPT SERVICE OF PROCESS FOR, TO APPEAR FOR, AND TO CONFESS JUDGMENT
      AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT IN ANY AND ALL
      ACTIONS BROUGHT HEREUNDER BY LANDLORD AGAINST TENANT TO RECOVER POSSESSION
      OF THE PREMISES (IN EJECTMENT OR OTHERWISE), WITHOUT ANY LIABILITY ON THE
      PART OF SAID ATTORNEY, FOR WHICH THIS LEASE SHALL BE SUFFICIENT WARRANT,
      AND TENANT AGREES THAT UPON THE ENTRY OF SUCH JUDGMENT FOR POSSESSION A
      WRIT OF POSSESSION OR OTHER APPROPRIATE PROCESS MAY ISSUE FORTHWITH
      (WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER).

            IN ANY SUCH ACTION, LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH
      ACTION AN AFFIDAVIT MADE BY LANDLORD OR SOMEONE ACTING FOR IT SETTING
      FORTH FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, OF WHICH FACTS
      SUCH AFFIDAVIT SHALL BE CONCLUSIVE EVIDENCE, AND IF A TRUE COPY OF THIS
      LEASE BE FILED IN SUCH ACTION (AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT
      SHALL BE SUFFICIENT EVIDENCE), IT SHALL NOT BE NECESSARY TO FILE THE
      ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE
      TO THE CONTRARY NOTWITHSTANDING. TENANT AND ALL PERSONS CLAIMING UNDER
      TENANT HEREBY RELEASE LANDLORD FROM ANY CLAIMS ARISING FROM ANY ERRORS OR
      DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR JUDGMENT, IN CAUSING SUCH
      WRIT OF POSSESSION OR OTHER PROCESS TO BE ISSUED OR IN ANY PROCEEDING
      THEREON OR CONCERNING THE SAME, AND HEREBY AGREE THAT NO WRIT OF ERROR OR
      OBJECTION SHALL BE MADE OR TAKEN THERETO.

            THIS WARRANT OF ATTORNEY SHALL NOT BE EXHAUSTED BY ONE EXERCISE
      THEREOF, BUT JUDGMENT MAY BE CONFESSED FROM TIME TO TIME AS OFTEN AS
      OCCASION THEREFORE SHALL EXIST. SUCH POWERS MAY BE EXERCISED DURING AS
      WELL AS AFTER THE EXPIRATION OR TERMINATION OF THE TERM AND DURING AND AT
      ANY TIME AFTER ANY EXTENSION OR RENEWAL OF THE TERM OF THIS LEASE.

      (c) THIS PARAGRAPH 25(i) SETS FORTH WARRANTS OF ATTORNEY FOR AN ATTORNEY
      TO CONFESS JUDGMENT AGAINST TENANT. IN GRANTING THESE WARRANTS OF ATTORNEY
      TO CONFESS JUDGMENT


                                       10
<PAGE>   11

      AGAINST TENANT, TENANT, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO
      CONSULT WITH) SEPARATE COUNSEL FOR TENANT AND WITH KNOWLEDGE OF THE LEGAL
      EFFECT HEREOF, HEREBY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVES
      UNCONDITIONALLY ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PREJUDGMENT
      AND PRE-EXECUTION NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE
      RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, THE
      COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE.

      TENANT SPECIFICALLY ACKNOWLEDGES THAT LANDLORD HAS RELIED ON THE WARRANTS
      OF ATTORNEY SET FORTH IN THIS PARAGRAPH 25(i) IN ENTERING INTO THIS LEASE
      WITH TENANT AND THAT THE LANDLORD-TENANT RELATIONSHIP CREATED HEREBY IS
      COMMERCIAL IN NATURE.

      (d) Landlord hereby agrees that so long as Philadelphia Consolidated
      Holding Corp., its parent, affiliate or subsidiary, is Tenant under this
      Lease, Landlord will not exercise the remedy under this paragraph 25(i)."

      7. Brokers. Tenant represents and warrants that Tenant has not dealt with
any broker, agent, finder or other person in connection with the negotiation for
or the obtaining of this Amendment, and that no broker, agent, finder or other
person brought about the transaction contemplated by this Amendment, other than
Tower Realty Management Corporation and EBI Commercial. Tenant shall indemnify,
defend and hold Landlord harmless from and against any and all claims, lawsuits,
liabilities, damages and costs, including attorneys' fees, incurred by Landlord
by reason of any breach of the foregoing warranty. Landlord shall pay Tower
Realty Management Corporation and EBI Commercial their respective commissions
earned in connection with this Amendment pursuant to separate agreements.
Landlord shall indemnify, defend and hold Tenant harmless from any claim of any
other broker, agent, finder or other person with whom Landlord may have dealt in
connection with this Amendment.

      8. Ratification of Lease. Except as specifically modified by this
Amendment, all of the provisions of the Lease are hereby ratified and confirmed
to be in full force and effect, and shall remain in full force and effect,
including, without limitation, all remedies reserved to Landlord, with which
remedies Tenant hereby acknowledges complete familiarity, and which remedies are
incorporated herein by reference as though set forth in their entirety.

      9. Binding Effect. This Amendment shall be binding upon, and shall inure
to the benefit of Landlord and Tenant and their respective permitted successors
and assigns.

      10. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.


                                       11
<PAGE>   12

      IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.

                                BALA PLAZA, INC.


                                By: /s/ Joe Grubb
                                    -----------------------------------
                                    Name: Joe Grubb
                                    Its: Authorized Signatory

(Corporate Seal)                Attest: /s/ Tim Cahill
                                        -------------------------------
                                        Name: Tim Cahill
                                        Its: Authorized Signatory

                                PHILADELPHIA CONSOLIDATED HOLDING
                                CORP.


                                By: /s/ Jack T. Carballo
                                    -----------------------------------
                                    Name: Jack T. Carballo
                                    Title: Vice President

(Corporate Seal)                Attest: /s/ Christine Kleppe
                                        -------------------------------
                                        Name: Christine Kleppe
                                        Title: Administrative Assistant


                                        /s/ Craig B Keller
                                            Craig B Keller
                                            Vice President


                                       12
<PAGE>   13

                                    EXHIBIT A

               [Attach Floor Plan of Additional Space Identifying
          Both Manugistics Space and Osteopathic Medical Center Space]


                                      A-1
<PAGE>   14

                                    EXHIBIT B

               CONFIRMATION OF ADDITIONAL SPACE COMMENCEMENT DATE

      THIS CONFIRMATION OF ADDITIONAL SPACE COMMENCEMENT DATE is made as of the
______ day of ____________, _____,between BALA PLAZA, INC., a Delaware
corporation ("Landlord"), and PHILADELPHIA CONSOLIDATED HOLDING CORP., a
Pennsylvania corporation ("Tenant").

                                   WITNESSETH

      WHEREAS, Landlord and Tenant entered into a Second Amendment to Lease,
dated as of ____________________________, _______ ("Second Amendment")
(capitalized terms used but not defined herein shall have the meanings assigned
to them in the Second Amendment);

      WHEREAS, the Second Amendment provides that Landlord and Tenant shall
execute a confirmation of the actual [Manugistics Space/Osteopathic Medical
Center Space] Commencement Date when such date has been determined in accordance
with the provisions of the Second Amendment;

      NOW THEREFORE, the parties hereto, intending to be legally bound hereby,
agree that the [Manugistics Space/Osteopathic Medical Center Space] Commencement
Date occurred on ___________________, ____________________.

      Tenant acknowledges that: (i) it is in possession of the Premises,
including the [Manugistics Space/Osteopathic Medical Center Space]; (ii) the
Lease (as amended by through and including the Second Amendment) is in full
force and effect; and (iii) Landlord is not in default under the Lease.


                                       B-1
<PAGE>   15

           IN WITNESS WHEREOF, this CONFIRMATION OF ADDITIONAL SPACE
COMMENCEMENT DATE has been executed as of the day and year first above written.

                                      BALA PLAZA, INC.

                                      By:
                                         -------------------------------------
                                         Name:
                                         Its: Authorized Signatory

(Corporate Seal)                      Attest:
                                             ---------------------------------
                                             Name:
                                             Its: Authorized Signatory


                                      PHILADELPHIA CONSOLIDATED HOLDING
                                      CORP.

                                      By:
                                         -------------------------------------
                                         Name:
                                         Title:

(Corporate Seal)                      Attest:
                                             ---------------------------------
                                             Name:
                                             Title:


                                       B-2
<PAGE>   16

                                  EXHIBIT "A"

ONE BALA PLAZA                                                 DEMISED AREA PLAN
================================================================================
                                                                  SECOND FLOOR  

                               [GRAPHIC OMITTED]


<PAGE>   17

                      CONSENT OF LANDLORD AND PRIME TENANT
                          TO SUB-SUBLEASE AND AGREEMENT

      The Prudential Insurance Company of America, a New Jersey corporation
("Prudential") entered into a certain Lease (as amended, the "Lease"), dated
April 3, 1992, with Osteopathic Medical Center of Philadelphia ("Prime Tenant")
pursuant to which Prudential leased to Prime Tenant the premises known as
approximately 31,772 square feet of rentable area (the "Prime Lease Premises")
in the building known as One Bala Plaza (the "Building") located on land in Bala
Cynwyd, Lower Merion Township, Montgomery County, Pennsylvania (the "Property")
as more particularly described in the Lease.

      By Sublease Agreement dated May 19, 1994 (the "Sublease"), Prime Tenant
subleased to Manugistics, Inc. ("Manugistics") a portion of the Prime Lease
Premises consisting of approximately 9,492 square feet of rentable area on the
second (2nd) floor of the Building (the "Premises").

      Bala Plaza, Inc., a Delaware corporation ("Landlord"), thereafter
succeeded to the right, title and interest of Prudential in and to the Building
and the Property, and all of Prudential's right, title and interest as the
"Landlord" under the Lease was assigned to Landlord.

      Manugistics now desires to sub-sublease the Premises to Philadelphia
Consolidated Holding Corp., a Pennsylvania corporation ("PIC"), pursuant to a
certain Agreement of Sub-Sublease ("Sub-Sublease"). Manugistics and PIC have
requested Landlord's and Prime Tenant's consent to the Sub-Sublease, and,
subject to the terms and conditions set forth herein, Landlord and Prime Tenant
are willing to grant such consent. (Manugistics also desires to sublease certain
premises adjoining the Premises to PIC, which premises are more fully described
in that certain Lease, dated November 14, 1996, between Landlord, as landlord,
and Manugistics, as tenant, and Manugistics and PIC are contemporaneously
seeking Landlord's consent thereto. Such sublease shall be referred to herein as
the "Manugistics Sublease.")

      Landlord and Prime Tenant each hereby consent to the execution by
Manugistics and PIC of the Sub-Sublease attached hereto as Exhibit "A", and to
use of the Premises for general and administrative office purposes, upon the
following terms, covenants, and conditions to which all parties hereto agree to
be bound:

      1. Upon the execution by Manugistics and PIC of the Sub-Sublease,
Manugistics shall deliver to Landlord and Prime Tenant a true copy of it. The
parties hereto acknowledge that the Sub-Sublease is subject to and subordinate
to all provisions of the Lease and the Sublease. Except to the extent set forth
in Sections 3 and 11 below, nothing therein shall be deemed a waiver of any of
the terms of the Lease or the Sublease.

      2. The entry into the Sub-Sublease shall in no way be deemed to have
waived or

<PAGE>   18

modified Prime Tenant's obligation to perform all of the terms, covenants and
conditions of the Lease required to performed by Prime Tenant, including without
limitation the obligation to pay rent thereunder. The entry into the
Sub-Sublease shall in no way be deemed to have waived or modified Manugistics's
obligation to perform all of the terms, covenants and conditions of the Sublease
required to performed by Manugistics, including without limitation the
obligation to pay rent thereunder. Nothing in the Sub-Sublease shall in any way
whatsoever expand the liability or obligations of(i) Landlord, whether to Prime
Tenant, Manugistics, PIC or any other person or entity, or (ii) Prime Tenant,
whether to Landlord, Manugistics, PIC or any other person or entity.

      3. Any termination of the Lease for any cause whatever shall automatically
terminate the Sublease and the Sub-Sublease and all of Manugistics' and PIC's,
respectively, rights thereunder; provided, however, that Landlord shall provide
copies to PIC of any default notices delivered by Landlord to Prime Tenant
pertaining to the Lease and shall permit PIC, acting on behalf of Manugistics
under the Sublease (to which Manugistics hereby consents), to cure Prime
Tenant's default provided such cure is accomplished on or before the date which
is two (2) business days after the expiration of any cure period provided to
Prime Tenant under the Lease (or, in the event there is no such cure period, on
or before the date which is two (2) business days after the date of Landlord's
default notice); provided further, however, that in the event of any such
termination Landlord shall recognize the rights of PIC under that certain Second
Amendment to Lease (the "Amendment"), dated of even date herewith, between
Landlord, as landlord, and PIC, as tenant, pursuant to which the Premises will
be added to, and become a part of, certain premises leased by PIC directly from
Landlord (under that certain lease, dated as of August, 1995). In the event
Landlord, for the account of Prime Tenant, takes possession of the Premises
without terminating the Sublease and the Sub-Sublease following a default by
Prime Tenant under the Lease and requires Manugistics to pay rent due under the
Sublease directly to Landlord, (i) Landlord shall not be liable for any prepaid
rents nor any security deposits paid by Manugistics, (ii) Landlord shall not be
subject to any offsets or defenses that Manugistics might have against Prime
Tenant, (iii) Landlord shall not be liable for any concessions or allowances
that Prime Tenant has agreed to grant or give, (iv) Landlord shall not be liable
for any other defaults of Prime Tenant under the Sublease, and (v) Manugistics
shall attorn to Landlord upon Landlord's request.

      Without limiting the generality of the preceding paragraph, Prime Tenant
agrees that, in the event Prime Tenant defaults under the Lease (beyond any
applicable notice and cure period) and PIC, acting on behalf of Manugistics
under the Sublease, cures such default by performing Prime Tenant's obligation
directly to Landlord, PIC may seek to recover, in a direct action against Prime
Tenant, all sums paid by PIC in effectuating such cure, together with interest
at the Default Rate (as defined in the Sub-Sublease).

      Any termination of the Sublease for any cause whatever shall operate as an
assignment to Prime Tenant of the Sub-Sublease as if Prime Tenant was the
sub-sublessor thereunder. In such event, or in the event Prime Tenant takes
possession of the Premises without terminating the


                                       2
<PAGE>   19

Sublease (following a default under the Sublease), Prime Tenant shall recognize
the rights of PIC under the Sub-Sublease as if it were a direct lease between
Prime Tenant and PIC, and shall not disturb PIC's possession of the Premises;
provided, however, that (i) Prime Tenant shall not be liable for any prepaid
rents nor any security deposits paid by PIC, (ii) Prime Tenant shall not be
subject to any offsets or defenses that PIC might have against Manugistics,
(iii) Prime Tenant shall not be liable for any concessions or allowances that
Manugistics has agreed to grant or give, (iv) Prime Tenant shall not be liable
for any other defaults of Manugistics under the Sub-Sublease, (v) and PIC shall
attorn to Prime Tenant upon Prime Tenant's request.

      4. Except as set forth in Section 3 above, PIC shall have no rights
against Landlord or Prime Tenant by reason of this Consent and Agreement, and
all of PIC's rights and liabilities shall derive from the terms of the
Sub-Sublease, the Sublease or the Amendment, as applicable.

      5. This Consent and Agreement shall not be deemed an expressed or implied
affirmation or representation of any factual statements or recitations contained
in the Sub-Sublease, whether relating to the Lease, the Sublease or otherwise,
it being understood that PIC is fully responsible for reviewing and
familiarizing itself with all of the terms and conditions of the Lease and the
Sublease.

      6. The Sub-Sublease may not be assigned or amended, nor may the Premises
be further subleased, without the consent of Landlord and Prime Tenant. This
Consent and Agreement shall not constitute a waiver of the provisions of the
Lease regarding assignment and subletting without the prior written consent of
Landlord or the provisions of the Sublease regarding assignment and subletting
without the prior written consent of Prime Tenant, and Landlord and Prime Tenant
each reserves the right to withhold its consent to any future sublease or
assignment in accordance with such provisions.

      7. Under no circumstances may Manugistics require PIC or, except as set
forth in Section 3 above, may PIC on its own, perform its obligations under the
Sub-Sublease directly to Landlord or Prime Tenant, including without limitation
paying any rent due under the Sub-Sublease directly to Landlord or Prime Tenant,
without the prior written consent of Landlord or Prime Tenant (as applicable),
which consent with respect to Landlord may be withheld in Landlord's sole and
absolute discretion, and which consent with respect to Prime Tenant may be
withheld in Prime Tenant's sole and absolute discretion. Notwithstanding the
foregoing, (i) PIC shall pay directly to Landlord any charges incurred by or
imposed upon PIC for services rendered or materials supplied to the Premises
(excluding charges for additional rent due under Article 5 of the Lease), (ii)
PIC shall be liable, jointly and severally with Manugistics and Prime Tenant,
for all charges accruing on and after the Commencement Date (as defined in the
Sub-Sublease) imposed in connection with the services described in Article 5 of
the Lease (and which Landlord may require Manugistics or PIC to pay directly to
Landlord pursuant to Section 9 below), and (iii) except as set forth in Section
3 above, the acceptance by Landlord of payment for the charges described in
clause (i) or (ii) (or any other payment) from PIC, or from anyone else liable
under the Lease, shall not be deemed a waiver by Landlord of any provisions of
the Lease or this


                                       3
<PAGE>   20

Consent and Agreement.

      8. Subject to the provisions of this Section, Prime Tenant hereby assigns
and transfers to Landlord Prime Tenant's interest in all rentals and income
arising from the Sublease. Landlord, by executing this document, agrees that
until a default shall occur in the performance of Prime Tenant's obligations
under the Lease, Prime Tenant may receive, collect and enjoy the rents accruing
under the Sublease (except to the extent Landlord is entitled to a portion
thereof under the terms of the Lease). However, if Prime Tenant defaults under
the Lease, then Landlord may, at its option, receive and collect, directly from
Manugistics, all rent owing and to be owed under the Sublease. Landlord shall
not by reason of this assignment of the rentals and income arising from the
Sublease, nor by reason of the collection of the rents from Manugistics be
deemed liable to Manugistics for any failure of Prime Tenant to perform and
comply with any obligations of Prime Tenant under the Sublease.

      Subject to the provisions of this Section, Manugistics hereby assigns and
transfers to Prime Tenant Manugistics's interest in all rentals and income
arising from the Sub-Sublease. Prime Tenant, by executing this document, agrees
that until a default shall occur in the performance of Manugistics's obligations
under the Sublease, Manugistics may receive, collect and enjoy the rents
accruing under the Sub-Sublease (except to the extent Prime Tenant is entitled
to a portion thereof under the terms of the Sublease). However, if Manugistics
defaults under the Sublease, then Prime Tenant may, at its option, receive and
collect, directly from PIC, all rent owing and to be owed under the
Sub-Sublease. Prime Tenant shall not by reason of this assignment of the rentals
and income arising from the Sub-Sublease, nor by reason of the collection of the
rents from PIC be deemed liable to PIC for any failure of Manugistics to perform
and comply with any obligations of Manugistics under the Sub-Sublease.
Manugistics and PIC agree that if Prime Tenant defaults under the Lease and
Landlord exercises its rights pursuant to the preceding paragraph, then this
paragraph shall be deemed to be restated, and the assignment and agreements
remade, with "Landlord" being inserted for "Prime Tenant."

      9. Prime Tenant hereby irrevocably authorizes and directs Manugistics,
upon receipt of any written notice from Landlord stating that a default exists
in the performance of Prime Tenant's obligations under the Lease to pay to
Landlord the rents due and to become due under the Sublease. (Landlord
acknowledges that it shall not deliver such statement and request if PIC cures
Prime Tenant's default within the two (2) business day period described in
Section 3 above.) Prime Tenant agrees that Manugistics shall have the right to
rely upon any such statement and request from Landlord, and that Manugistics
shall pay such rents to Landlord without any obligation or rights to inquire as
to whether such default exists and notwithstanding any notice from or claim from
Prime Tenant to the contrary, and Prime Tenant shall have no right or claim
against Manugistics for any such rents so paid by Manugistics. In the event PIC
does elect to cure a default by Prime Tenant under the Lease involving the
payment of rent, Prime Tenant agrees that the payment of rent due under the
Lease to Landlord shall discharge Manugistics' obligation to pay rent under the
Sublease to Prime Tenant as if the notice from Landlord contemplated by this
Section 9 had been given, and Manugistics agrees that the


                                       4
<PAGE>   21

discharge of its obligations to pay rent under the Sublease shall likewise
discharge PIC's obligation to pay rent under the Sub-Sublease to Manugistics
(unless it is subsequently determined that such rent was not due to Landlord).

      Manugistics hereby irrevocably authorizes and directs PIC, upon receipt of
any written notice from Prime Tenant stating that a default exists in the
performance of Manugistics's obligations under the Sublease to pay to Prime
Tenant the rents due and to become due under the Sub-Sublease. Manugistics
agrees that PIC shall have the right to rely upon any such statement and request
from Prime Tenant, and that PIC shall pay such rents to Prime Tenant without any
obligation or rights to inquire as to whether such default exists and
notwithstanding any notice from or claim from Manugistics to the contrary, and
Manugistics shall have no right or claim against PIC for any such rents so paid
by PIC. In addition, upon its receipt of such notice from Prime Tenant, PIC
shall have the right, but not the obligation, to cure any default (within the
applicable notice and cure period, if any) by Manugistics under the Sublease,
and Prime Tenant will accept such performance from PIC. Manugistics and PIC
agree that if Prime Tenant defaults under the Lease and Landlord exercises its
rights pursuant to the preceding paragraph, then this paragraph shall be deemed
to be restated, and the authorization and agreements remade, with "Landlord"
being inserted for "Prime Tenant."

      10. Manugistics' obligation to indemnify and hold Prime Tenant harmless as
set forth in Section 12 of the Sublease shall include indemnification from any
damages, claims, fines, penalties, costs or expenses arising from or in
connection with the use and occupancy of the Premises, or any portion thereof,
by PIC, its agents, employees or contractors.

      Prime Tenant's obligation to indemnify and hold Landlord harmless as set
forth in Section 16 of the Lease shall include indemnification from any damages,
claims, fines, penalties, costs or expenses arising from or in connection with
the use and occupancy of the Premises, or any portion thereof, by Manugistics,
PIC, and their respective agents, employees or contractors.

      11. Except for any telecommunications lines or computer cabling presently
existing in the Premises, which PIC shall be obligated to remove if Landlord so
requires in accordance with the Lease, Landlord hereby agrees that as of the
date hereof there are no existing alterations to the Premises that must be
removed upon the expiration of the Sub-Sublease. With respect to any future
alterations, each of Prime Tenant and Manugistics authorizes Landlord to
approve, on behalf of each of them, respectively, any alterations to the
Premises proposed by PIC. In the event Landlord gives such approval (which shall
be governed by the applicable provisions of the Lease), then each of Prime
Tenant and Manugistics shall be deemed to have approved such alterations as
well, so long as they are typical office space alterations. Notwithstanding any
such approval, PIC shall be obligated to remove the same if Landlord so requires
in accordance with the Lease.

      12. To the extent there are any conflicts between the terms of the
Sub-Sublease and this Consent and Agreement, the terms of this Consent and
Agreement shall control.


                                       5
<PAGE>   22

      13. Manugistics shall be liable for all costs and expenses incurred by
Landlord in connection with the Sub-Sublease, including without limitation the
reasonable legal fees and administrative expenses incurred in connection with
this Consent and Agreement, which costs and expenses are equal to $3,750.

      14. Copies of all notices to be given by Manugistics and PIC under the
Sub-Sublease shall be provided to Landlord and Prime Tenant via United States
mail or via a nationally recognized overnight courier (such as Federal Express)
at the following address:

                      Landlord:

                      Bala Plaza, Inc.
                      c/o Tower Realty Management Corporation
                      255 Shoreline Drive, Suite 600
                      Redwood City, California 94065
                      Attention: Bala Plaza Asset Manager

                With a copy to:

                      Tower Realty Management Corporation
                      One Bala Plaza
                      Suite 501
                      Bala Cynwyd, PA 19004
                      Attention: Property Manager

                Prime Tenant:

                      Osteopathic Medical Center of Philadelphia
                      4180 City Line Avenue
                      Philadelphia, PA 19131
                      Attention: Samuel H. Steinberg, Executive Vice President

or to such other person at such other address designated by notice sent to
Manugistics and PIC. Notices delivered by overnight courier shall be deemed
given upon receipt. Mailed notices shall be sent by United States certified or
registered mail, postage prepaid, return receipt requested. Such notice shall be
deemed to have been given three (3) business days after posting in the United
States mail.

      Landlord shall provide to PIC copies of all notices given by Landlord to
Prime Tenant under the Lease at the address set forth in the Sub-Sublease or
such other address designated by notice sent to Landlord by PIC.

      15. Manugistics shall indemnify and hold Landlord and Prime Tenant
harmless


                                       6
<PAGE>   23

against all costs, expenses, attorneys' fees, and other liability for
commissions or other compensation claimed by any broker or finder in connection
with the sub-sublease of the Premises.

      16. Landlord, Prime Tenant, Manugistics and PIC agree that,
notwithstanding any provision of this Consent and Agreement to the contrary, all
rights and obligations of each of them hereunder, and Landlord's and Prime
Tenant's consent to the Sub-Sublease, are contingent upon (a) the execution and
delivery by Manugistics and PIC of the Manugistics Sublease, (b) the execution
and delivery by Landlord, Manugistics and PIC of the Consent and Agreement
related thereto, and (c) the execution and delivery by Landlord and PIC of the
Amendment. Six duplicate originals of each such document shall be executed by
all parties other than Landlord and delivered to Landlord (but shall not be
binding upon Landlord until executed and returned). Upon Landlord's execution of
same, Landlord shall arrange for delivery thereof and confirm in writing that
the contingency set forth in this Section 16 has been satisfied.


                                       7
<PAGE>   24

      IN WITNESS WHEREOF, Landlord, and Prime Tenant, Manugistics and PIC have
executed this Consent and Agreement as of the date first above written.

                                      BALA PLAZA, INC.

                                      By: /s/ Joe Grubb
                                          -------------------------------------
                                          Name: Joe Grubb
                                          Its: Authorized Signatory

(Corporate Seal)                      Attest: /s/ Tim Cahill
                                              ---------------------------------
                                              Name: Tim Cahill
                                              Its: Authorized Signatory


                                      OSTEOPATHIC MEDICAL CENTER OF 
                                      PHILIADELPHIA

                                      By: /s/ Samuel H. Steinberg
                                          -------------------------------------
                                          Name: Samuel H. Steinberg
                                          Title: Exec. V.P.

(Corporate Seal)                      Attest: /s/ Peter Doulis
                                              ---------------------------------
                                              Name: Peter Doulis
                                              Title: VP for Finance/CEO


                                      MANUGISTICS, INC.

                                      By: /s/ Kenneth S. Thompson
                                          -------------------------------------
                                          Name: Kenneth S. Thompson
                                          Title: Executive Vice President

(Corporate Seal)                      Attest: /s/ Peter Q. Repetti
                                              ---------------------------------
                                              Name: Peter Q. Repetti
                                              Title: Sr. Vice President, CFO


                                      PHILADELPHIA CONSOLIDATED HOLDINGS
                                      CORP.
                                      
                                      By: /s/ Jack T. Carballo
                                          -------------------------------------
                                          Name: Jack T. Carballo
                                          Title: Vice President
                                      
(Corporate Seal)                      Attest: /s/ Christine Klippe
                                              ---------------------------------
                                              Name: Christine Klippe
                                              Title: Administrative Assistant
                                      
                                              /s/ Craig B Keller
                                                  Craig B Keller
                                                  Vice President


                                       8
<PAGE>   25

                                    EXHIBIT A

                           AGREEMENT OF SUB-SUBLEASE

      This Agreement of Sub-Sublease ("Agreement") is made this _____ day of
June, 1998, by and between MANUGISTICS, INC., a Delaware corporation
("Manugistics"), and PHILADELPHIA INSURANCE COMPANIES, a Pennsylvania
corporation ("PIC").

                                   BACKGROUND

      A. By that certain Lease dated April 3, 1992 (the "Lease"), a copy of
which is attached hereto as Exhibit "A", between The Prudential Insurance
Company of America, a New Jersey corporation ("Prudential"), as landlord, and
Osteopathic Medical Center of Philadelphia ("Prime Tenant"), as tenant, Prime
Tenant leased from Prudential the premises known as approximately 31,772 square
feet of rentable area (the "Prime Lease Premises") in the building known as One
Bala Plaza (the "Building") located on land in Bala Cynwyd, Lower Merion
Township, Montgomery County, Pennsylvania (the "Property"), as more particularly
described in the Lease, at the rental and upon the terms and conditions set
forth in the Lease. Bala Plaza, Inc., a Delaware corporation ("Landlord"),
thereafter succeeded to the right, title and interest of Prudential in and to
the Building and the Property, and all of Prudential's right, title and interest
as the "Landlord" under the Lease was assigned to Landlord.

      B. By Sublease Agreement dated May 19, 1994 (the "Sublease"), a copy of
which is attached hereto as Exhibit "B", between Prime Tenant, as sublandlord,
and Manugistics, as subtenant, Manugistics subleased from Prime Tenant a portion
of the Premises, being approximately 9,492 square feet of rentable area on the
second (2nd) floor of the Building (the "Premises").

      C. Manugistics desires to sub-sublease the Premises to PIC, and PIC
desires to sub-sublease the Premises from Manugistics, upon the terms and
conditions set forth herein. The Premises is substantially shown on Exhibit "C"
attached hereto.

      D. Manugistics also desires to sublease certain premises adjoining the
Premises to PIC, which premises are more fully described in that certain Lease,
dated November 14, 1996, between Landlord, as landlord, and Manugistics, as
tenant, and Manugistics and PIC are contemporaneously seeking Landlord's consent
thereto. Such sublease shall be referred to herein as the "Manugistics
Sublease."

      E. Capitalized terms used in this Agreement and not otherwise defined in
this Agreement shall have the meanings established in the Lease and/or the
Sublease.

      NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto, intending to be legally bound hereby, do covenant and agree as
follows:


                                       A-1
<PAGE>   26

      1. Premises. Manugistics hereby sub-subleases to PIC, and PIC hereby
subsubleases from Manugistics, the Premises for the period commencing July 1,
1998 ("Commencement Date") and ending on June 30, 2002 ("Expiration Date") upon
the terms and conditions set forth herein, and at all times subject to the Lease
and the Sublease. The "Rent Commencement Date" shall be August 1, 1998. PIC, for
the benefit of Landlord, Prime Tenant and Manugistics, hereby agrees that the
Lease (other than Sections 45 through 50) and Sublease (other than Sections 2,
7, 16, 17 and 19) is incorporated herein by reference, and PIC agrees further to
be bound by all of the terms, covenants and conditions on the part of "Tenant"
to be done, performed and observed under the Lease and on the part of
"Sublessee" to be done, performed and observed under the Sublease, with respect
to the Premises, provided, however, that (i) nothing herein shall bind PIC to
the obligations of Prime Tenant or Manugistics under the Lease or Sublease,
respectively, with respect to the amount of rent or additional rent (which
amounts shall be as set forth in Section 2 and 3 hereof and shall be paid by PIC
to Manugistics) and (ii) if Landlord approves PIC's proposed alterations to the
Premises, then Prime Tenant and Manugistics shall be deemed to have approved
such alterations, so long as they are typical office space alterations (but PIC
shall be obligated to remove the same if Landlord so requires in accordance with
the Lease).

      This Agreement is contingent upon obtaining the prior written consent of
Landlord. If such consents are not obtained on or before July 15, 1998, this
Agreement shall be null and void.

      Manugistics shall deliver possession of the Premises to PIC, and PIC shall
accept possession of the Premises in its "as is" condition as of the
Commencement Date, without requiring any alterations, improvements or
decorations to be made by Manugistics or at Manugistics' expense. The leasing of
the Premises hereunder shall include all workstations without chairs, nine (9)
desks without chairs, and the large conference table with chairs, all as
existing in the Premises and in their "as is" condition as of the date of this
Agreement.

      2. Rent. Commencing on the Rent Commencement Date, PIC shall pay
Manugistics base rent ("Base Rent") as follows:

<TABLE>
<CAPTION>
                                                     ANNUAL BASE RENT
                               MONTHLY BASE        PER RENTABLE SQUARE
PERIOD                            RENT                     FOOT
------                            ----                     ----
<S>                             <C>                       <C>
August 1, 1998 to and           $14,633.50                $18.50
including June 30, 1999

July 1, 1999 to and including   $15,029.00                $19.00
June 30, 2000

July 1, 2000 to and including   $15,424.50                $19.50
June 30, 2001
</TABLE>


                                       A-2
<PAGE>   27

<TABLE>
<S>                             <C>                       <C>
July 1, 2001 to and including   $15,820.00                $20.00
June 30, 2002
</TABLE>

      Monthly Base Rent shall be payable in advance, on the first day of each
month during said term, to Manugistics, at 2115 East Jefferson Street,
Rockville, Maryland 20852, Attention: _______________ ; or such other place as
Manugistics may designate, without any set off, counterclaim or deduction
whatsoever, except that PIC shall pay the first monthly installment within three
(3) business days after Landlord's approval of this Sub-Sublease.

      If the obligation of PIC to pay rent hereunder begins on a day other than
on the first day of a calendar month, rent from such date until the first day of
the following calendar month shall be prorated at the rate of one-thirtieth
(1/30th) of the monthly installment for each day payable in advance.

      3. Additional Rent. Commencing on the Rent Commencement Date, PIC shall
pay to Manugistics, as additional rent hereunder, one hundred percent (100%) of
all additional rent obligations of Manugistics pursuant to Section 3(b) of the
Sublease in accordance with the terms thereof (and Manugistics shall forthwith
pay the same to Prime Tenant); provided, however, that the Base Year for
determining such additional rent shall be calendar year 1998. In addition, PIC
shall pay to Manugistics, as additional rent, all costs for electricity (as
reasonably determined by Manugistics) used in connection with any additional
supplemental air-conditioning units within the Premises not contemplated by
Section 3(b)(ii) of the Sublease.

      Upon notice from PIC, Manugistics shall deliver notices to Prime Tenant
asserting Manugistics' audit and review rights pursuant to Section 3(b) of the
Sublease, for the benefit of PIC.

      4. Overdue Interest. If PIC fails to pay any installment of rent or
additional rent under Sections 2 and 3 of this Agreement, respectively, and such
failure continues for a period of five (5) days after it is due and payable, PIC
shall pay Manugistics interest at the rate of eighteen percent (18%) per annum
or, if same is usurious, the highest legal rate (as applicable, the "Default
Rate").

      5. Use. PIC shall use and occupy the Premises as general and
administrative offices and for no other purposes. PIC shall comply with all
applicable laws (as more particularly set forth in Section 30 of the Lease. PIC,
at its expense, shall maintain and repair the Premises and the fixtures and
equipment therein or appurtenant thereto in first class condition and repair,
will suffer no waste or injury thereto, and at the expiration or other
termination of this Agreement, PIC shall surrender the Premises broom clean and
in the same order and condition as on the Commencement Date, excepting (i)
ordinary wear and tear, (ii) casualty not required to be insured by PIC, (iii)
condemnation, and (iv) alterations which PIC is not required by Landlord to
remove.


                                       A-3
<PAGE>   28

      6. Assignment and Sublease. PIC agrees not to assign, mortgage, pledge or
otherwise encumber this Agreement, nor to sublet the Premises or any part
thereof, without in each instance obtaining the prior written consent of
Landlord, Prime Tenant and Manugistics. Notwithstanding the foregoing, without
the consent of Landlord, Prime Tenant or Manugistics but upon notice to each,
PIC may assign this Agreement to its parent, affiliate or subsidiary, or to a
corporation which is a successor to PIC by merger or consolidation or by
acquisition of all or substantially all of the assets or stock of PIC, provided
that (i) the assignment also covers all of PIC's rights, titles and interests
in, to and under each of (A) the Manugistics Sublease and (B) that certain lease
(the "PIC Lease"), dated as of August, 1995, between Landlord, as landlord, and
PIC, as tenant, pursuant to which certain premises are leased by PIC directly
from Landlord (and the sublease and consent referenced in Article 49 thereof),
(ii) the assignee assumes, in full, the obligations of PIC under the Manugistics
Sublease and the PIC Lease (and the sublease and consent referenced in Article
49 thereof), and (iii) such assignment shall be under and subject to the terms
of this Agreement, the Manugistics Sublease and the PIC Lease (and the sublease
and consent referenced in Article 49 thereof), as applicable, and shall not
relieve PIC of any of its obligations under this Agreement, the Manugistics
Sublease and the PIC Lease (and the sublease and consent referenced in Article
49 thereof).

      7. Services. Notwithstanding anything in this Agreement to the contrary,
PIC agrees that neither Manugistics nor Prime Tenant shall be obligated to
furnish for PIC any services of any nature whatsoever, including, without
limitation, the furnishing of heat, electrical energy, air conditioning,
elevator service, cleaning, window washing, or rubbish removal services. PIC,
however, shall be entitled to enjoy such services to the extent they are
provided by Landlord pursuant to the terms of the Lease.


                                       A-4
<PAGE>   29

      8. Insurance.

            a. PIC shall maintain at its expense during the term of this
Sub-Sublease with respect to the Premises and PIC's use thereof and of the
Property:

                  (1) Worker's Compensation Insurance in the amounts required by
statute, and Employer Liability Insurance in at least the following amounts: (a)
Bodily Injury by Accident - $500,000 per accident, (b) Bodily Injury by Disease
- $500,000 per employee, and (c) Aggregate Limit - $500,000 per policy year.

                  (2) Property Damage Insurance for the protection of PIC and
Manugistics, as their interests may appear, covering any alterations or
improvements in excess of those contemplated by Section 2(b) above, PIC's
personal property, business records, fixtures and equipment, and other insurable
risks in amounts not less than the full insurable replacement cost of such
property and full insurable value of such other interests of PIC, with coverage
at least as broad as the most recent editions published by Insurance Services
Office, Inc. or any successor organization ("ISO"), of: (a) Building and
Personal Property Coverage Form (CP0010), (b) Causes of Special Loss Form
(CP1030), and (c) Sprinkler Leakage - Earthquake Extension (CP1039).

                  (3) Liability insurance as follows: (I) Commercial General
Liability Insurance ("CGL") at least as broad as the most recent ISO edition of
Commercial General Liability Coverage Form (CG0001) with limits of at least the
following amounts: (a) Death or Bodily Injury - $1,000,000, (b) Property Damage
or Destruction (including loss of use thereof) - $l,000,000 (c)
Products/Completed Operations - $1,000,000, (d) Personal or Advertising injury -
$1,000,000, (e) Each Occurrence Limit - $1,000,000, and (f) General Aggregate
Limit - $2,000,000 per policy year, and (II) Umbrella Liability Insurance with a
limit of at least $15,000,000 (which may be carried in one or more policies).
Such CGL and Umbrella policies shall include endorsements: (1) for contractual
liability covering PIC's indemnity obligations under this Sub-Sublease, and (2)
adding Manugistics, Prime Tenant, Landlord, the management company for the
Property, and any other parties reasonably designated by Manugistics, as
Additional Insureds, on a form at least as broad as the most recent edition of
Additional Insured-Manager or Lessor of Premises Endorsement Form (CG2011)
published by ISO.

            b. Upon the request of Manugistics from time to time during the term
of this Sub-Sublease, PIC shall provide Manugistics with certificates evidencing
the coverage required hereunder. Such certificates shall: (i) be on ACORD Form
27 or such other form approved or required by Manugistics, (ii) state that such
insurance coverage may not be changed, canceled or non-renewed without at least
thirty (30) days' prior written notice to Manugistics, and (iii) include, as
attachments, duplicate originals or copies of the Additional Insured
endorsements to PIC's CGL policy required above (once the same are provided to
Tenant). PIC shall provide renewal certificates to Manugistics at least thirty
(30) days prior to expiration of such policies. Except as expressly provided to
the contrary herein, coverage hereunder shall apply to events


                                       A-5
<PAGE>   30

occurring during the policy year regardless of when a claim is made. Manugistics
may periodically require that PIC reasonably increase or expand the
aforementioned coverage. Except as provided to the contrary herein, any
insurance carried by Manugistics or PIC shall be for the sole benefit of the
party carrying such insurance. If PIC obtains insurance under "blanket
policies," PIC shall obtain an endorsement providing that the insurance limits
required hereunder are not subject to reduction or impairment by claims or
losses at other locations. PIC's insurance policies shall be primary to all
policies of Manugistics and any other Additional Insureds (whose policies shall
be deemed excess and non-contributory). All insurance required hereunder shall
be provided by responsible insurers licensed in the Commonwealth of
Pennsylvania, and shall have a general policy holder's rating of at least A and
a financial rating of at least IX in the then current edition of Best's
Insurance Reports. The parties mutually hereby waive all rights and claims
against each other for all losses covered by their respective insurance
policies, and waive all rights of subrogation of their respective insurers. The
parties agree that their respective insurance policies are now, or shall be,
endorsed such that said waiver of subrogation shall not affect the right of the
insured to recover thereunder. Manugistics disclaims any representation as to
whether the foregoing coverages will be adequate to protect PIC, and PIC agrees
to carry such additional coverage as may be necessary or appropriate.

      9. Hold Harmless. Neither Manugistics nor PIC shall do or cause to be
done, or suffer or permit any act or thing to be done, which may cause the Lease
or the Sublease to be canceled, terminated, forfeited or prejudiced or which may
make the other party liable for any damages, claims, fines, penalties, costs or
expenses thereunder. Each of Manugistics and PIC shall indemnify and save
harmless the other from all suits, actions, judgments, damages, claims,
liabilities, awards, losses, fines penalties, costs, charges and expenses,
including attorneys fees, that either may sustain by reason of the other's
failure to perform the terms of this Agreement, the Lease or the Sublease or by
reason of the breach by the other of any of the terms, covenants or conditions
of this Agreement, the Lease or the Sublease except those arising out of the
negligent acts or omissions of the party being indemnified. Landlord and Prime
Tenant (so long as Prime Tenant is not in default under the Lease) are each an
intended third-party beneficiary of this Section 9.

      10. Defaults. The provisions of the Sublease relating to defaults and
remedies (including without limitation the applicable notice and/or cure
periods) are incorporated herein by reference as a separate paragraph of this
Agreement and, for purposes of determining the parties defaults and remedies
hereunder, said provisions shall apply between Manugistics and PIC reading
"Sublessor" to mean Manugistics and "Sublessee" to mean PIC.

      11. Security Deposit. Simultaneously with the execution of this Agreement
by PIC, PIC shall deposit with Manugistics the sum of Fourteen Thousand Six
Hundred Thirty-Three and 50/lOOths Dollars ($14,633.50) (the "Security Deposit")
to be held by Manugistics without interest payable to PIC. The Security Deposit
shall be security for the payment and performance by PIC of all PIC's
obligations, covenants, conditions and agreements under this Agreement. In the
event of any default by PIC hereunder, Manugistics shall have the right, but
shall not be


                                       A-6
<PAGE>   31

obligated, to apply all or any portion of the Security Deposit to cure such
default, in which event PIC shall be obligated to promptly deposit with
Manugistics that portion of the Security Deposit used to cure such default. So
long as PIC is not in default hereunder, Manugistics shall return any unused
portion of the Security Deposit to PIC within thirty (30) days after expiration
of the term of this Agreement.

      PIC shall have no right, title or interest in or with respect to any
Security Deposit, or any portion thereof, held by Landlord under the Lease.

      12. Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns. This Agreement constitutes the entire
agreement between the parties hereto and may not be modified except by an
instrument in writing signed by the parties hereto.

      13. Notices. Whenever it shall be necessary or desirable for either party
to this Agreement to serve any notice or demand on the other party, such notice
or demand shall be served by certified mail, return receipt requested, or by
overnight courier (such as Federal Express), next day delivery, at the addresses
set forth above or at such other address as shall be designated by the parties
in accordance with this Section. Each party shall provide to the other copies of
all notices received by each from Landlord or Prime Tenant.

      14. Amendments. No amendments shall be made to this Agreement without the
prior written approval of Landlord in accordance with the terms of the Lease.

      15. Brokers. PIC represents to Manugistics that, other than EBI Commercial
and Grubb & Ellis (collectively, "Brokers"), PIC has not dealt with any broker,
finder or agent in connection with the Premises or the negotiation and execution
of this Sublease. PIC shall indemnify and hold Manugistics harmless against all
costs, expenses, attorneys' fees, and other liability for commissions or other
compensation claimed by any other broker, finder or agent claiming by, through
or under PIC. Manugistics represents to PIC that, other than Brokers,
Manugistics has not dealt with any broker, finder or agent in connection with
the Premises or the negotiation and execution of this Sub-Sublease. Manugistics
shall be responsible for all commissions or other compensation owing to Brokers
pursuant to a separate agreement and shall indemnify and hold PIC harmless
against all costs, expenses, attorneys' fees, and other liability for
commissions or other compensation claimed by any broker, finder or agent
claiming by, through or under Manugistics, including without limitation Brokers.


                                       A-7
<PAGE>   32

      IN WITNESS WHEREOF, Manugistics and PIC have executed this Agreement of
Sub-Sublease as of the date first above written.

                                          MANUGISTICS, INC., a Delaware
                                          corporation

                                          By: 
                                             -----------------------------------
                                                 Name:
                                                 Title:
       (Corporate Seal)
                                          Attest:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                          PHILADELPHIA CONSOLIDATED
                                          HOLDINGS CORP., a Pennsylvania
                                          corporation

                                          By:
                                             -----------------------------------
                                                 Name:
                                                 Title:
       (Corporate Seal)
                                          Attest:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                      A-8
<PAGE>   33

                                   EXHIBIT "A"

                             [Attach Copy of Lease]


                                       A-9
<PAGE>   34

                                   EXHIBIT "B"

                            [Attach Copy of Sublease]


                                      A-10
<PAGE>   35

                                   EXHIBIT "C"

                            [Attach Plan of Premises]


                                      A-11
<PAGE>   36

                            AGREEMENT OF SUB-SUBLEASE

      This Agreement of Sub-Sublease ("Agreement") is made this 6th day of
July,1998, by and between MANUGISTICS, INC., a Delaware corporation
("Manugistics"), and PHILADELPHIA INSURANCE COMPANIES, a Pennsylvania
corporation ("PIC").

                                   BACKGROUND

      A. By that certain Lease dated April 3, 1992 (the "Lease"), a copy of
which is attached hereto as Exhibit "A", between The Prudential Insurance
Company of America, a New Jersey corporation ("Prudential"), as landlord, and
Osteopathic Medical Center of Philadelphia ("Prime Tenant"), as tenant, Prime
Tenant leased from Prudential the premises known as approximately 31,772 square
feet of rentable area (the "Prime Lease Premises") in the building known as One
Bala Plaza (the "Building") located on land in Bala Cynwyd, Lower Merion
Township, Montgomery County, Pennsylvania (the "Property"), as more particularly
described in the Lease, at the rental and upon the terms and conditions set
forth in the Lease. Bala Plaza, Inc., a Delaware corporation ("Landlord"),
thereafter succeeded to the right, title and interest of Prudential in and to
the Building and the Property, and all of Prudential's right, title and interest
as the "Landlord" under the Lease was assigned to Landlord.

      B. By Sublease Agreement dated May 19, 1994 (the "Sublease"), a copy of
which is attached hereto as Exhibit "B", between Prime Tenant, as sublandlord,
and Manugistics, as subtenant, Manugistics subleased from Prime Tenant a portion
of the Premises, being approximately 9,492 square feet of rentable area on the
second (2nd) floor of the Building (the "Premises").

      C. Manugistics desires to sub-sublease the Premises to PIC, and PIC
desires to sub-sublease the Premises from Manugistics, upon the terms and
conditions set forth herein. The Premises is substantially shown on Exhibit "C"
attached hereto.

      D. Manugistics also desires to sublease certain premises adjoining the
Premises to PiC, which premises are more frilly described in that certain Lease,
dated November 14, 1996, between Landlord, as landlord, and Manugistics, as
tenant, and Manugistics and PIC are contemporaneously seeking Landlord's consent
thereto. Such sublease shall be referred to herein as the "Manugistics
Sublease."

      E. Capitalized terms used in this Agreement and not otherwise defined in
this Agreement shall have the meanings established in the Lease and/or the
Sublease.

      NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto, intending to be legally bound hereby, do covenant and agree as
follows:

<PAGE>   37

            i.    Premises. Manugistics hereby sub-subleases to PIC, and PIC
                  hereby sub-subleases from Manugistics, the Premises for the
                  period commencing July 1, 1998 ("Commencement Date") and
                  ending on June 30, 2002 ("Expiration Date") upon the terms and
                  conditions set forth herein, and at all times subject to the
                  Lease and the Sublease. The "Rent Commencement Date" shall be
                  August 1, 1998. PIC, for the benefit of Landlord, Prime Tenant
                  and Manugistics, hereby agrees that the Lease (other than
                  Sections 45 through 50) and Sublease (other than Sections 2,
                  7, 16, 17 and 19) is incorporated herein by reference, and PIC
                  agrees further to be bound by all of the terms, covenants and
                  conditions on the part of "Tenant" to be done, performed and
                  observed under the Lease and on the part of "Sublessee" to be
                  done, performed and observed under the Sublease, with respect
                  to the Premises, provided, however, that (i) nothing herein
                  shall bind PIC to the obligations of Prime Tenant or
                  Manugistics under the Lease or Sublease, respectively, with
                  respect to the amount or rent or additional rent (which
                  amounts shall be as set forth in Section 2 and 3 hereof and
                  shall be paid by PIC to Manugistics) and (ii) if Landlord
                  approves PIC's proposed alterations to the Premises, then
                  Prime Tenant and Manugistics shall be deemed to have approved
                  such alterations, so long as they are typical office space
                  alterations (but PIC shall be obligated to remove the same if
                  Landlord so requires in accordance with the Lease).

      This Agreement is contingent upon obtaining the prior written consent of
Landlord. If such consents are not obtained on or before July 15, 1998, this
Agreement shall be null and void.

      Manugistics shall deliver possession of the Premises to PIC, and PIC shall
accept possession of the Premises in its "as is" condition as of the
Commencement Date, without requiring any alterations, improvements or
decorations to be made by Manugistics or at Manugistics' expense. The leasing of
the Premises hereunder shall include all workstations without chairs, nine (9)
desks without chairs, and the large conference table with chairs, all as
existing in the Premises and in their "as is" condition as of the date of this
Agreement.

            ii.   Rent. Commencing on the Rent Commencement Date, PIC shall pay
                  Manugistics base rent ("Base Rent") as follows:

<TABLE>
<CAPTION>
                                                             ANNUAL BASE RENT
                                MONTHLY BASE               PER RENTABLE SQUARE
PERIOD                             RENT                            FOOT
------                             ----                            ----
<S>                              <C>                              <C>
August 1, 1998 to and            $14,633.50                       $18.50
Including June 30, 1999

July 1, 1999 to and including    $15,029.00                       $19.00
June 30, 2000
</TABLE>


                                    2
<PAGE>   38

<TABLE>
<S>                              <C>                              <C>
July 1, 2000 to and including    $15,424.50                       $19.50
June 30, 2001

July 1, 2001 to and including    $15,820.00                       $20.00
June 30, 2002
</TABLE>

      Monthly Base Rent shall be payable in advance, on the first day of each
month during said term, to Manugistics, at 2115 East Jefferson Street,
Rockville, Maryland 20852, Attention: Real Estate/Lease Administrator or such
other place as Manugistics may designate, without any set off, counterclaim or
deduction whatsoever, except that PIC shall pay the first monthly installment
within three (3) business days after Landlord's approval of this Sub-Sublease.

      If the obligation of PIC to pay rent hereunder begins on a day other than
on the first day of a calendar month, rent from such date until the first day of
the following calendar month shall be prorated at the rate of one-thirtieth
(1/30th) of the monthly installment for each day payable in advance.

            iii.   Additional Rent. Commencing on the Rent Commencement Date,
                   PIC shall pay to Manugistics, as additional rent hereunder,
                   one hundred percent (100%) of all additional rent obligations
                   of Manugistics pursuant to Section 3(b) of the Sublease in
                   accordance with the terms thereof (and Manugistics shall
                   forthwith pay the same to Prime Tenant); provided, however,
                   that the Base Year for determining such additional rent shall
                   be calendar year 1998. In addition, PIC shall pay to
                   Manugistics, as additional rent, all costs for electricity
                   (as reasonably determined by Manugistics) used in connection
                   with any additional supplemental air-conditioning units
                   within the Premises not contemplated by Section 3(b)(ii) of
                   the Sublease.

      Upon notice from PIC, Manugistics shall deliver notices to Prime Tenant
asserting Manugistics' audit and review rights pursuant to Section 3(b) of the
Sublease, for the benefit of PIC.

            iv.    Overdue Interest. If PIC fails to pay any installment of rent
                   or additional rent under Sections 2 and 3 of this Agreement,
                   respectively, and such failure continues for a period of five
                   (5) days after it is due and payable, PIC shall pay
                   Manugistics interest at the rate of eighteen percent (18%)
                   per annum or, if same is usurious, the highest legal rate (as
                   applicable, the "Default Rate").

            v.     Use. PIC shall use and occupy the Premises as general and
                   administrative offices and for no other purposes. PIC shall
                   comply with


                                       3
<PAGE>   39

                   all applicable laws (as more particularly set forth in
                   Section 30 of the Lease. PIC, at its expense, shall maintain
                   and repair the Premises and the fixtures and equipment
                   therein or appurtenant thereto in first class condition and
                   repair, will suffer no waste or injury thereto, and at the
                   expiration or other termination of this Agreement, PIC shall
                   surrender the Premises broom clean and in the same order and
                   condition as on the Commencement Date, excepting (i) ordinary
                   wear and tear, (ii) casualty not required to be insured by
                   PIC, (iii) condemnation, and (iv) alterations which PIC is
                   not required by Landlord to remove.

            vi.    Assignment and Sublease. PIC agrees not to assign, mortgage,
                   pledge or otherwise encumber this Agreement, nor to sublet
                   the Premises or any part thereof, without in each instance
                   obtaining the prior written consent of Landlord, Prime Tenant
                   and Manugistics. Notwithstanding the foregoing, without the
                   consent of Landlord, Prime Tenant or Manugistics but upon
                   notice to each, PIC may assign this Agreement to its parent,
                   affiliate or subsidiary, or to a corporation which is a
                   successor to PIC by merger or consolidation or by acquisition
                   of all or substantially all of the assets or stock of PIC,
                   provided that (i) the assignment also covers all of PIC's
                   rights, titles and interests in, to and under each of (A) the
                   Manugistics Sublease and (B) that certain lease (the "PIC
                   Lease"), dated as of August, 1995, between Landlord, as
                   landlord, and PIC, as tenant, pursuant to which certain
                   premises are leased by PIC directly from Landlord (and the
                   sublease and consent referenced in Article 49 thereof), (ii)
                   the assignee assumes, in full, the obligations of PIC under
                   the Manugistics Sublease and the PIC Lease (and the sublease
                   and consent referenced in Article 49 thereof), and (iii) such
                   assignment shall be under and subject to the terms of this
                   Agreement, the Manugistics Sublease and the PIC Lease (and
                   the sublease and consent referenced in Article 49 thereof),
                   as applicable, and shall not relieve PIC of any of its
                   obligations under this Agreement, the Manugistics Sublease
                   and the PIC Lease (and the sublease and consent referenced in
                   Article 49 thereof).

            vii.   Services. Notwithstanding anything in this Agreement to the
                   contrary, PIC agrees that neither Manugistics nor Prime
                   Tenant shall be obligated to furnish for PIC any services of
                   any nature whatsoever, including, without limitation, the
                   furnishing of heat, electrical energy, air conditioning,
                   elevator service, cleaning, window washing, or rubbish
                   removal services. PIC, however, shall be entitled to enjoy
                   such services to the extent they are provided by Landlord
                   pursuant to the terms of the Lease.


                                       4
<PAGE>   40

            viii.  Insurance.

                   (1)  PIC shall maintain at its expense during the term of
                        this Sub-Sublease with respect to the Premises and PIC's
                        use thereof and of the Property:

                        (a)   Worker's Compensation Insurance in the amounts
                              required by statute, and Employer Liability
                              Insurance in at least the following amounts: (a)
                              Bodily Injury by Accident - $500,000 per accident,
                              (b) Bodily Injury by Disease - $500,000 per
                              employee, and (c) Aggregate Limit - $500,000 per
                              policy year.

                        (b)   Property Damage Insurance for the protection of
                              PIC and Manugistics, as their interests may
                              appear, covering any alterations or improvements
                              in excess of those contemplated by Section 2(b)
                              above, PIC's personal property, business records,
                              fixtures and equipment, and other insurable risks
                              in amounts not less than the full insurable
                              replacement cost of such property and full
                              insurable value of such other interests of PIC,
                              with coverage at least as broad as the most recent
                              editions published by Insurance Services Office,
                              Inc. or any successor organization ("ISO"), of:
                              (a) Building and Personal Property Coverage Form
                              (CP0010), (b) Causes of Special Loss Form
                              (CP1030), and (c) Sprinkler Leakage - Earthquake
                              Extension (CP1039).

                        (c)   Liability insurance as follows: (I) Commercial
                              General Liability Insurance ("CGL") at least as
                              broad as the most recent ISO edition of Commercial
                              General Liability Coverage Form (CG0001) with
                              limits of at least the following amounts: (a)
                              Death or Bodily Injury - $1,000,000, (b) Property
                              Damage or Destruction (including loss of use
                              thereof) - $1,000,000, (c) Products/Completed
                              Operations - $1,000,000, (d) Personal or
                              Advertising injury - $1,000,000, (e) Each
                              Occurrence Limit - $1,000,000, and (f) General
                              Aggregate Limit - $2,000,000 per policy year, and
                              (II) Umbrella Liability Insurance with a limit of
                              at least $15,000,000 (which may be carried in one
                              or more policies). Such CGL and Umbrella policies
                              shall include endorsements: (1) for contractual
                              liability covering PIC's indemnity obligations
                              under this Sub-Sublease, and (2)


                                       5
<PAGE>   41

                              adding Manugistics, Prime Tenant, Landlord, the
                              management company for the Property, and any other
                              parties reasonably designated by Manugistics, as
                              Additional Insureds, on a form at least as broad
                              as the most recent edition of Additional Insured
                              Manager or Lessor of Premises Endorsement Form
                              (CG2011) published by ISO.

                  (2)   Upon the request of Manugistics from time to time during
                        the term of this Sub-Sublease, PIC shall provide
                        Manugistics with certificates evidencing the coverage
                        required hereunder. Such certificates shall: (i) be on
                        ACORD Form 27 or such other form approved or required by
                        Manugistics, (ii) state that such insurance coverage may
                        not be changed, canceled or non-renewed without at least
                        thirty (30) days' prior written notice to Manugistics,
                        and (iii) include, as attachments, duplicate originals
                        or copies of the Additional Insured endorsements to
                        PIC's CGL policy required above (once the same are
                        provided to Tenant). PIC shall provide renewal
                        certificates to Manugistics at least thirty (30) days
                        prior to expiration of such policies. Except as
                        expressly provided to the contrary herein, coverage
                        hereunder shall apply to events occurring during the
                        policy year regardless of when a claim is made.
                        Manugistics may periodically require that PIC reasonably
                        increase or expand the aforementioned coverage. Except
                        as provided to the contrary herein, any insurance
                        carried by Manugistics or PIC shall be for the sole
                        benefit of the party carrying such insurance. If PIC
                        obtains insurance under "blanket policies," PIC shall
                        obtain an endorsement providing that the insurance
                        limits required hereunder are not subject to reduction
                        or impairment by claims or losses at other locations.
                        PIC's insurance policies shall be primary to all
                        policies of Manugistics and any other Additional
                        Insureds (whose policies shall be deemed excess and
                        non-contributory). All insurance required hereunder
                        shall be provided by responsible insurers licensed in
                        the Commonwealth of Pennsylvania, and shall have a
                        general policy holder's rating of at least A and a
                        financial rating of at least IX in the then current
                        edition of Best's Insurance Reports. The parties
                        mutually hereby waive all rights and claims against each
                        other for all losses covered by their respective
                        insurance policies, and waive all rights of subrogation
                        of their respective insurers. The parties agree that
                        their respective insurance policies are now, or shall
                        be, endorsed such that said waiver of subrogation shall
                        not affect the right of the insured to recover
                        thereunder. Manugistics disclaims any representation as
                        to whether the foregoing coverages will be adequate to
                        protect PIC,


                                       6
<PAGE>   42

                        and PIC agrees to carry such additional coverage as may
                        be necessary or appropriate.

            ix.   Hold Harmless. Neither Manugistics nor PIC shall do or cause
                  to be done, or suffer or permit any act or thing to be done,
                  which may cause the Lease or the Sublease to be canceled,
                  terminated, forfeited or prejudiced or which may make the
                  other party liable for any damages, claims, fines, penalties,
                  costs or expenses thereunder. Each of Manugistics and PIC
                  shall indemnify and save harmless the other from all suits,
                  actions, judgments, damages, claims, liabilities, awards,
                  losses, fines penalties, costs, charges and expenses,
                  including attorneys fees, that either may sustain by reason of
                  the other's failure to perform the terms of this Agreement,
                  the Lease or the Sublease or by reason of the breach by the
                  other of any of the terms, covenants or conditions of this
                  Agreement, the Lease or the Sublease except those arising out
                  of the negligent acts or omissions of the party being
                  indemnified. Landlord and Prime Tenant (so long as Prime
                  Tenant is not in default under the Lease) are each an intended
                  third-party beneficiary of this Section 9.

            x.    Defaults. The provisions of the Sublease relating to defaults
                  and remedies (including without limitation the applicable
                  notice and/or cure periods) are incorporated herein by
                  reference as a separate paragraph of this Agreement and, for
                  purposes of determining the parties defaults and remedies
                  hereunder, said provisions shall apply between Manugistics and
                  PIC reading "Sublessor" to mean Manugistics and "Sublessee" to
                  mean PIC.

            xi.   Security Deposit. Simultaneously with the execution of this
                  Agreement by PIC, PIC shall deposit with Manugistics the sum
                  of Fourteen Thousand Six Hundred Thirty-Three and 50/lOOths
                  Dollars ($14,633.50) (the "Security Deposit") to be held by
                  Manugistics without interest payable to PIC. The Security
                  Deposit shall be security for the payment and performance by
                  PIC of all PIC's obligations, covenants, conditions and
                  agreements under this Agreement. In the event of any default
                  by PIC hereunder, Manugistics shall have the right, but shall
                  not be obligated, to apply all or any portion of the Security
                  Deposit to cure such default, in which event PIC shall be
                  obligated to promptly deposit with Manugistics that portion of
                  the Security Deposit used to cure such default. So long as PIC
                  is not in default hereunder, Manugistics shall return any
                  unused portion of the Security Deposit to PIC within thirty
                  (30) days after expiration of the term of this Agreement.


                                       7
<PAGE>   43

      PIC shall have no right, title or interest in or with respect to any
Security Deposit, or any portion thereof, held by Landlord under the Lease.

            xii.  Binding Effect. The provisions of this Agreement shall be
                  binding upon and inure to the benefit of the parties hereto
                  and their respective legal representatives, successors and
                  assigns. This Agreement constitutes the entire agreement
                  between the parties hereto and may not be modified except by
                  an instrument in writing signed by the parties hereto.

            xiii. Notices. Whenever it shall be necessary or desirable for
                  either party to this Agreement to serve any notice or demand
                  on the other party, such notice or demand shall be served by
                  certified mail, return receipt requested, or by overnight
                  courier (such as Federal Express), next day delivery, at the
                  addresses set forth above or at such other address as shall be
                  designated by the parties in accordance with this Section.
                  Each party shall provide to the other copies of all notices
                  received by each from Landlord or Prime Tenant.

            xiv.  Amendments. No amendments shall be made to this Agreement
                  without the prior written approval of Landlord in accordance
                  with the terms of the Lease.

            xv.   Brokers. PIC represents to Manugistics that, other than EBI
                  Commercial and Grubb & Ellis (collectively, "Brokers"), PIC
                  has not dealt with any broker, finder or agent in connection
                  with the Premises or the negotiation and execution of this
                  Sublease. PIC shall indemnify and hold Manugistics harmless
                  against all costs, expenses, attorneys' fees, and other
                  liability for commissions or other compensation claimed by any
                  other broker, finder or agent claiming by, through or under
                  PIC. Manugistics represents to PIC that, other than Brokers,
                  Manugistics has not dealt with any broker, finder or agent in
                  connection with the Premises or the negotiation and execution
                  of this Sub-Sublease. Manugistics shall be responsible for all
                  commissions or other compensation owing to Brokers pursuant to
                  a separate agreement and shall indemnify and hold PIC harmless
                  against all costs, expenses, attorneys' fees, and other
                  liability for commissions or other compensation claimed by any
                  broker, finder or agent claiming by, through or under
                  Manugistics, including without limitation Brokers.


                                       8
<PAGE>   44

      IN WITNESS WHEREOF, Manugistics and PIC have executed this Agreement of
Sub-Sublease as of the date first above written.

                                        MANUGISTICS, INC., a Delaware
                                        corporation

                                        By: /s/ Kenneth S. Thompson
                                           --------------------------------
                                               Name:  Kenneth S. Thompson
                                               Title: Executive Vice President
      (Corporate Seal)
                                        Attest: /s/ Peter Q. Repetti
                                               ----------------------------
                                               Name:  Peter Q. Repetti
                                               Title: Sr. Vice President, CFO


                                        PHILADELPHIA CONSOLIDATED 
                                        HOLDINGS CORP., a Pennsylvania 
                                        corporation

                                        By: /s/ Jack T. Carballo
                                           --------------------------------
                                               Name:  Jack T. Carballo
                                               Title: Vice President
      (Corporate Seal)
                                        Attest: /s/  Christine Kleppe
                                               ----------------------------
                                               Name: Christine Kleppe
                                               Title: Administrative Assistant

                                                /s/ Craig P. Heller
                                                Craig P. Heller
                                                Vice President


                                       9
<PAGE>   45

                                   EXHIBIT "A"

                             [Attach Copy of Lease]


                                       A-1
<PAGE>   46

                                   EXHIBIT "B"

                            [Attach Copy of Sublease]


                                       B-1
<PAGE>   47

                                   EXHIBIT "C"

                            [Attach Plan of Premises]


                                       C-1
<PAGE>   48

                                      LEASE

                            BALA CYNWYD, PENNSYLVANIA

      1. PARTIES This Lease, made as of this 3rd day of April, 1992, by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
having an office at 1700 Market Street, Suite 3200, Philadelphia, Pennsylvania
19103 (hereinafter "Landlord"), and OSTEOPATHIC MEDICAL CENTER OF PHILADELPHIA,
a Pennsylvania corporation having its principal offices at 4150 City Line
Avenue, Philadelphia, Pennsylvania 19131 (hereinafter "Tenant").

      2. PREMISES For and in consideration of the rent to be paid and the
covenants and agreements to be performed by Tenant as hereinafter set forth,
Landlord does hereby lease, demise and let unto Tenant that portion of the 6th
floor, shown outlined and hatched in black on the 6th floor plan attached hereto
and containing approximately 22,280 rentable square feet and that portion of the
2nd floor, shown outlined and hatched in black on the 2nd floor plan attached
hereto and containing approximately 9,492 rentable square feet (hereinafter,
collectively, "Premises"), in Landlord's building known as One Bala Plaza and
located in Bala Cynwyd, Pennsylvania (hereinafter "Building").

      3. TERM The term of this Lease shall be for ten (10) years, commencing on
July 1, 1992, and expiring at midnight on June 30, 2002, unless renewed or
sooner terminated as hereinafter provided.

      4. RENT

      (a) Base Rent - During the entire term of this Lease, Tenant shall pay to
Landlord, as yearly rent, the following sums (hereinafter "Base Rent"), in equal
monthly installments in advance on the first day of each calendar month, without
setoff or deduction:

<TABLE>
<CAPTION>
                         ANNUAL             MONTHLY             BASE RATE RATE
PERIOD                   BASE RENT          BASE RENT           PER SQUARE FOOT
------                   ---------          ---------           ---------------
<S>                      <C>                <C>                     <C>
7/1/92-6/30/98           $635,440.00        $52,953.33              $20.00

7/1/98-6/30/2000         $698,984.00        $58,248.66              $22.00

7/l/2000-6/30/2002       $762,528.00        $63,544.00              $24.00
</TABLE>

In the event the term of this Lease commences on a day other than the first day
of a calendar month or expires on a day other than the last day of a calendar
month, Tenant shall pay to Landlord a

<PAGE>   49

pro rata portion of the monthly installment of Base Rent for such partial month.

      (b) Additional Rent - Whenever under the terms of this Lease any sum of
money is required to be paid by Tenant in addition to the Base Rent herein
reserved, and said additional sum is not designated as "additional rent", then
if not paid when due, said sum shall nevertheless be deemed "additional rent"
and be collectible as such with any installment of Base Rent thereafter falling
due hereunder, but nothing herein contained shall be deemed to suspend or delay
the payment of any such sum at the time the same became due and payable
hereunder, or limit any other remedy of Landlord.

      (c) All payments of Base Rent and additional rent shall be paid when due,
without demand, at the office of Premisys Real Estate Services, Inc., 1 Bala
Plaza - Suite E501, Bala Cynwyd, Pennsylvania 19004, or at such other place as
Landlord may from time to time direct. All checks shall be made payable to
Premisys Real Estate Services, Inc., Agent.

      (d) Security Deposit - (Intentionally Omitted)

      5. OPERATION AND MAINTENANCE COSTS, REAL ESTATE TAXES AND ADDITIONAL RENT

      (a) The costs and expenses of the operation, maintenance and repair of the
Building (hereinafter "Operation and Maintenance Costs") shall include, without
limitation, the cost and expense to Landlord of the following items:

      (1) All wages, salaries and fees of all employees and agents engaged in
      the management, operation, repair, replacement, maintenance and security
      of the Building, including taxes, insurance and all other employee
      benefits relating thereto;

      (2) All supplies and materials used in the management, operation, repair,
      replacement, maintenance and security of the Building;

      (3) All utilities consumed by the Building and the servicing thereof,
      including, without limitation, gas, water, sewer, electricity, power,
      lighting, heating, air-conditioning and ventilation;

      (4) All maintenance and service contracts for the operation, repair,
      replacement, maintenance, and security of the Building, including, without
      limitation, window cleaning, security system, heating, ventilating and
      air-conditioning system, fire sprinkler system, elevator and landscaping;


                                      - 2 -
<PAGE>   50

      (5) All fire and extended coverage (with all risk coverage) insurance and
      comprehensive general liability insurance for the Building (including all
      common areas) and Landlord's personal property and fixtures used in
      connection therewith;

      (6) All repairs (including necessary replacements) and general maintenance
      of the Building;

      (7) All janitorial services for the Building;

      (8) The cost of any capital improvements (i) which are made for the
      primary purpose of reducing Operation and Maintenance Costs, but only to
      the extent of the actual reduction in Operating Expenses in each
      Comparison Year, or (ii) which may be required by governmental authority
      under any governmental law or regulation that was not applicable to the
      Building as of the date of this Lease, which cost shall be amortized over
      the period used by Landlord for Federal Income Tax purposes, together with
      interest on the unamortized balance at the rate equal to the Prime Rate
      being charged by Mellon Bank East, Philadelphia, Pennsylvania or such
      higher rate as may have been paid by Landlord on funds borrowed for the
      purpose of constructing such capital improvements; and

      (9) All other costs and expenses necessarily and reasonably incurred by
      Landlord in the proper operation and maintenance of a first class office
      building; provided, however, that the following shall be excluded from the
      term "Operation and Maintenance Costs": (i) expenses for any capital
      improvements made to the Building, except as provided in paragraph 5 (a)
      (8) above; (ii) expenses for repairs or other work occasioned by fire,
      windstorm or other insured casualty; (iii) expenses incurred in leasing or
      procuring new tenants (e.g., for lease commissions, advertising expenses
      and expenses of renovating (including improving, decorating and painting)
      space for new or existing tenants); (iv) legal expenses in enforcing the
      terms of any lease; (v) interest and amortization payments on any mortgage
      or mortgages; (vi) Real Estate Taxes, which are covered separately under
      paragraph (b) below; (vii) electricity for which Landlord receives
      reimbursement from Building tenants; (viii) depreciation; (ix) cost of any
      fines or penalties, including any costs in connection therewith, imposed
      by any governmental authority on account of Landlord's violation of any
      law or building code applicable to the ownership of the Building; (x) cost
      of testing, surveying, clean up or otherwise remedying hazardous wastes or
      asbestos-containing materials as required by a federal, state or local
      governmental authority; (xi) items and services for which Tenant
      reimburses Landlord or pays third parties or that


                                      - 3 -
<PAGE>   51

      Landlord provides selectively to one or more tenants of the Building other
      than Tenant without reimbursement; (xii) non-recurring costs incurred to
      remedy any defects in Original construction materials or installations;
      and (xiii) cost of Landlord's home office or any other office general
      overhead.

      (b) All "Real Estate Taxes" which, for the purposes of this Article, shall
mean all gross real property taxes, charges and assessments which are levied,
assessed upon or imposed by any governmental authority during any calendar year
of the term hereof with respect to the land and the Building and any
improvements, fixtures and equipment and all other property of Landlord, real or
personal, located in or on the Building and used in connection with the
operation of the Building and any tax which shall be levied or assessed in
addition to or in lieu of such real or personal property taxes (including,
without limitation, any municipal income tax), and any license fees, tax
measured by or imposed upon rents, or other tax or charge upon Landlord's
business of leasing the Building, but shall not include any federal or state
income tax, or any franchise, capital stock, estate or inheritance taxes. In the
event that the tax statement from the taxing authority does not allocate
assessments with respect to the Building and assessments relating to any other
improvements located upon the land upon which the Building is situated, Landlord
shall make a reasonable determination of the proper allocation of such
assessment.

      (c)    (i)  "Base Year" shall be defined as calendar year 1992;

            (ii)  "Comparison Year" shall be defined as each calendar year (or
                  part thereof) following the Base Year and included in the
                  original term of this Lease and any renewal thereof; and

            (iii) "Tenant's Percentage" shall be 8.696%, which is the ratio that
                  the rentable square foot area of the Premises (i.e. 31,772
                  rentable square feet) bears to the total rentable square foot
                  area of office space in the Building (i.e. 365,256 rentable
                  square feet).

      For each Comparison Year, Tenant shall pay Landlord, as additional rent,
Tenant's Percentage of:

      (1) Any increase in the Real Estate Taxes for each Comparison Year over
      the Real Estate Taxes for the Base Year; and

      (2) Any increase in Operation and Maintenance Costs for each Comparison
      Year over the Operation and Maintenance Costs for the Base Year.


                                      - 4 -
<PAGE>   52

      (d) During each Comparison Year commencing on January 1, 1993, Landlord
and Tenant agree that Tenant shall pay monthly, in advance, an amount equal to
one-twelfth of Tenant's estimated annual Operation and Maintenance Costs
additional rent due for each Comparison Year. For each Comparison Year, Landlord
shall make an estimate of Tenant's Operation and Maintenance Costs additional
rent and notify Tenant as to such estimate on or about December 15th of the
preceding year.

      (e) On or about May 1 of each Comparison Year commencing with the 2nd
Comparison Year, Landlord shall submit to Tenant a statement setting forth the
actual Operation and Maintenance Costs for the Building for the preceding
Comparison Year and Tenant's Percentage thereof. Within thirty (30) days after
delivery of such statement to Tenant, an adjustment shall thereupon be made
between Landlord and Tenant to reflect any difference between Tenant's estimated
payments under paragraph (d) above and Tenant's Percentage of the actual
Operation and Maintenance Costs for the Building. In no event, however, shall
the monthly rent paid by Tenant be less than the Base Rent set forth in Section
4 (a) above.

      (f) Tenant shall pay Landlord Tenant's Percentage of the increase in the
Real Estate Taxes for each Comparison Year over the Real Estate Taxes for the
Base Year, within 30 days after Landlord's billing therefor.

      (g) All sums due under this Article 5 shall be appropriately apportioned
and prorated for any portion of the year during which this Lease shall be in
force. In the event that this Lease shall expire at any time other than at the
end of a calendar year, then within thirty (30) days after statements reflecting
the actual Operation and Maintenance Costs for the year in which such expiration
occurs are submitted by Landlord to Tenant, either Landlord or Tenant shall pay
to the other party the adjustment sum due. The provisions of this paragraph (g)
shall survive the expiration of this Lease.

      (h) If the Building is less than 95% occupied during any portion or all of
the Base Year or any Comparison Year, then Landlord shall adjust the Operation
and Maintenance Costs for any such Year to an amount which reflects what the
Operation and Maintenance Costs would have been for such Year had the Building
been 95% occupied throughout such Year.

      (i) Upon at least five (5) business days' notice to Landlord, Tenant shall
be entitled to examine Landlord's books and records within one hundred twenty
(120) days after Tenant's receipt of Landlord's statement under subparagraph (e)
above. Unless Tenant takes written exception to any item in Landlord's statement
within one hundred twenty (120) days after the


                                      - 5 -
<PAGE>   53

furnishing of the statement, such statement shall be considered as final and
accepted by Tenant. Any amount due Landlord as shown on any such statement shall
be paid by Tenant within thirty (30) days after it is furnished to Tenant. If
Tenant shall dispute in writing any specific item or items in Landlord's
statement of Operation and Maintenance Costs, and such dispute is not resolved
between Landlord and Tenant within one hundred twenty (120) days after the date
the statement was rendered, either party may, during the thirty (30) days next
following the expiration of the one hundred twenty (120) days, refer such
disputed item or items to an independent certified public accountant mutually
acceptable to Landlord and Tenant, for a determination which shall be final,
conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs
involved in such determination unless it is determined that Landlord's original
calculation of Operation and Maintenance Costs was in error by more than ten
(10%) percent, in which event Landlord shall pay the entire amount of the costs
involved in such determination. Pending the determination of any dispute with
respect to the statement submitted by Landlord, Tenant shall pay when due the
sums shown as due on such statement. If it shall be determined that any portion
of such sums were not properly chargeable to Tenant, then Landlord shall credit
the appropriate sum to Tenant.

      6. LATE PAYMENT In the event that Tenant shall fail to pay Base Rent or
any additional rent within ten (10) days after its due date, Tenant shall pay an
automatic late charge to Landlord of $.10 for each dollar overdue. Such late
charge shall be deemed additional rent for all purposes under this Lease.

      Notwithstanding the foregoing, Landlord shall give Tenant twice each Lease
year (May 1 - April 30) a notice of late payment and Tenant shall have ten (10)
days after receipt of such notice to make payment before the first and second
late charges for such Lease year are imposed.

      7. USE OF PREMISES Tenant shall use and occupy the Premises for purposes
of offices, including medical (excluding any laboratory use) and doctors'
offices, and conference rooms for training and educational purposes. Landlord
represents that the foregoing uses are legal and that Landlord has obtained all
necessary governmental permits and approvals therefor. Tenant shall not use or
occupy the Premises for any other legal purpose or business, without the prior
written consent of Landlord, which shall not be unreasonably withheld or delayed
provided that the other legal purpose or business is permitted by the
Certificate of Occupancy for the Building. Tenant shall observe and comply with
the rules and regulations set forth on Exhibit B attached hereto and made a part
hereof (hereinafter "Rules and Regulations"). The Rules and Regulations shall
uniformly apply 


                                      - 6 -
<PAGE>   54

to Tenant and all other tenants and their respective employees, agents,
licensees, invitees, subtenants and contractors.

      8. COMMON AREAS All parking areas, walkways, elevators, stairs, driveways,
alleys, public corridors, fire escapes, and other areas, facilities and
improvements which may be provided by Landlord from time to time for the general
use, in common, of Tenant and other tenants and their employees, agents,
invitees and licensees, shall at all times be subject to the exclusive control
and management of Landlord. Landlord shall have the right from time to time to
establish, modify and enforce reasonable rules and regulations with respect to
all such common areas, facilities and improvements.

      9. ALTERATIONS AND TRADE FIXTURES, REMOVAL

      (a) Except as expressly set forth in Article 45 of the Rider, Tenant has
examined the Premises and agrees to accept them in their present "as is"
condition, and Tenant agrees that neither Landlord nor Agent has made any
representation as to the present or future condition of the Premises. In the
event that Tenant shall desire to perform any additional work in or about the
Premises or make additional alterations or additions thereto prior to the
commencement date, then within thirty (30) days after the date of execution of
this Lease, Tenant shall deliver to Landlord detailed plans and specifications
prepared by and at the expense of Tenant. Landlord shall review such plans and
specifications and, within ten (10) days after receipt thereof from Tenant,
return same to Tenant either marked approved, marked to show the corrections
required (in which event such marked-up plans and specifications shall be deemed
approved as marked-up), or marked disapproved with the reasons therefor. If
Landlord disapproves Tenant's plans and specifications, Tenant shall have twenty
(20) days from the date of such disapproval to submit revised plans and
specifications subject to subsequent mark-ups or disapprovals and corrections in
the above manner. Upon approval by Landlord of Tenant's plans and
specifications, Tenant shall proceed with due diligence to commence the work to
be performed by Tenant and shall complete same prior to the commencement date.

      (b) During the term of this Lease, Tenant shall not make any alterations
or additions to the Premises which are structural in nature or which affect the
Building systems, without the prior written consent of Landlord. All such work
consented to by Landlord, to be done or performed in or about the Premises by
Tenant, shall be performed (i) at Tenant's sole cost and expense, (ii) in
accordance with the plans and specifications prepared by and at the expense of
Tenant and approved by Landlord, and (iii) by contractors, subcontractors and
materialmen approved by Landlord. Upon completion of any such work which
requires the review of plans and specifications and continuous observance of


                                      - 7 -
<PAGE>   55

construction, Tenant shall pay to Landlord's Building Manager an amount equal to
five (5%) percent of the cost of such work, to reimburse Landlord's Building
Manager for said review and observance and the coordination and final inspection
of the work. During the course of performance of said work, Tenant will carry or
cause to be carried Comprehensive General Liability insurance, with a limit of
at least $2,000,000.00, naming Landlord and Landlord's Building managing agent
as additional insureds and further providing that such insurance cannot be
cancelled without at least thirty (30) days' prior written notice to Landlord
and Landlord's agent.

      The above provisions of paragraph (b) shall not apply to the initial
tenant improvement work to be performed by Landlord under Article 45 of the
Rider.

      (c) Any consent by Landlord permitting Tenant to do any or cause any work
to be done in or about the Premises shall be and hereby is conditioned upon
Tenant's work being performed by workmen and mechanics working in harmony and
not interfering with labor employed by Landlord, Landlord's mechanics or their
contractors or by any other tenants or their contractors. To that end, said work
shall be done by union labor having the same union affiliations as other workmen
performing work for other tenants or Landlord and their contractors, if required
by Landlord. If at any time any of the workmen or mechanics performing any of
Tenant's work shall not be of the same union affiliation or shall be unable to
work in harmony or shall interfere with any labor employed by Landlord, other
tenants or their respective mechanics and contractors, then the permission
granted by Landlord to Tenant permitting Tenant to do or cause any work to be
done in or about the Premises, may be withdrawn by Landlord upon forty-eight
(48) hours' written notice to Tenant.

      (d) All alterations, interior decorations, improvements or additions made
to the Premises by Tenant, except for movable furniture, equipment and trade
fixtures, shall immediately become Landlord's property. Tenant shall have the
right but not the obligation to remove all movable furniture, equipment and
trade fixtures installed by Tenant in the Premises, except lighting fixtures and
air-conditioning equipment, provided that Tenant repairs any damage caused to
the Premises by said removal. All of said movable furniture, equipment and trade
fixtures remaining on the Premises after said expiration date, or any sooner
termination date due to any default of Tenant, shall be deemed to be abandoned
property and shall automatically become the property of Landlord.

      10. MECHANICS' LIENS Prior to Tenant performing any construction or other
work in or about the Premises for which a lien could be filed against the
Premises or the Building, Tenant shall have its contractor execute a Waiver of
Mechanics' Lien,


                                      - 8 -
<PAGE>   56

satisfactory to Landlord, and provide Landlord with the original copy thereof.
Notwithstanding the foregoing, if any mechanics' or other lien shall be filed
against the Premises or the Building purporting to be for labor or materials
furnished or to be furnished at the request of Tenant, then at its expense,
Tenant shall cause such lien to be removed of record by payment, bond or
otherwise, within thirty (30) days after Tenant receives notice of the filing
thereof. If Tenant shall fail to cause such lien to be removed of record within
such 30-day period, Landlord may cause such lien to be removed of record by
payment, bond or otherwise, without investigation as to the validity thereof or
as to any offsets or defenses thereto, in which event Tenant shall reimburse
Landlord in the amount paid by Landlord, including expenses, within ten (10)
days after Landlord's billing therefor. Tenant shall indemnify and hold Landlord
harmless from and against any and all claims, costs, damages, liabilities and
expenses (including attorney fees) which may be brought or imposed against or
incurred by Landlord by reason of any such lien or removal of record.

      11. CONDITION OF PREMISES Tenant acknowledges and agrees that, except for
Landlord's work set forth in Article 45 of the Rider, there have been no
representations or warranties made by or on behalf of Landlord with respect to
the Premises or the Building or with respect to the suitability of either for
the conduct of Tenant's business. The taking of possession of the Premises by
Tenant shall conclusively establish that the Premises and the Building were in
satisfactory condition, order and repair at such time.

      12. BUILDING SERVICES

      (a) Landlord shall provide, within its Building standards for each item,
the following services and facilities:

      (1) Heating, ventilating and air conditioning, Monday to Friday from 8:00
      A.M. to 6:00 P.M. and on Saturdays from 8:00 A.M. to 1:00 P.M.
      (hereinafter "Business Hours"), except on the Building holidays
      (hereinafter "Holidays"). Tenant agrees to cooperate fully with Landlord
      and to abide by all the rules and regulations which Landlord may
      reasonably prescribe for the proper functioning and protection of the
      heating, ventilating and air conditioning systems.

      (2) Electricity for normal office use, including normal office equipment,
      in the Premises, during Business Hours (3-1/2 watts per rentable square
      foot is deemed normal office use). Tenant agrees to pay for the
      installation of a separate electric meter for all electrical usage other
      than normal office use. Tenant agrees to pay Landlord for all


                                      - 9 -
<PAGE>   57

      electricity registered on said meter at the current general service rate.

      (3) Cleaning and maintenance of common areas in the Building, including
      bathroom facilities.

      (4) Continuous passenger elevator service during Business Hours, and
      service via at least one car at all other times; freight elevator service
      from 8:00 A.M. to 4:00 P.M., Monday through Friday, except Holidays.

      (5) Janitorial services, including cleaning of Premises, in accordance
      with Landlord's Building standard schedule, annexed hereto as Exhibit C
      and made a part hereof. Landlord shall not be required to furnish cleaning
      services to any kitchens, lunchrooms or non-Building standard lavatories
      in the Premises.

      (6) Water for lavatory and drinking purposes.

      Tenant shall reimburse Landlord for all additional cleaning expenses
incurred by Landlord, including but not limited to, garbage and trash removal
expense over and above the normal cleaning provided by Landlord, due to the
presence of a lunchroom or kitchen or food and beverage dispensing machines
within the Premises. No food or beverage dispensing machines shall be installed
by Tenant in the Premises without the prior written consent of Landlord.

      (b) Landlord does not warrant that the services provided for in paragraph
12 (a) above shall be free from any slowdown, interruption or stoppage due to
the order of any governmental bodies and regulatory agencies, or caused by the
maintenance, repair, replacement or improvement of any of the equipment involved
in the furnishing of any such services, or caused by changes of services,
alterations, strikes, lockouts, labor controversies, fuel shortages, accidents,
acts of God or the elements or any other cause beyond the reasonable control of
Landlord. No such slowdown, interruption or stoppage of any such services shall
ever be construed as an eviction, actual or constructive, of Tenant, nor shall
same cause any abatement of annual Base Rent or additional rent or in any manner
or for any purpose relieve Tenant from any of its obligations under this Lease.
Landlord agrees to use due reasonable diligence to resume the service upon any
such slowdown, interruption or stoppage.

      Notwithstanding the foregoing, in the event Tenant is deprived of the use
and occupancy (and actually vacates) a portion or all of the Premises as a
result of such stoppage or interruption for a period of at least two (2)
business days, then from and after the next day until the service is restored,
Tenant shall be entitled to an abatement in Base Rent, pro rata.


                                     - 10 -
<PAGE>   58

      In the event Tenant is deprived of the use and occupancy (and actually
vacates) all of the Premises as a result of such stoppage or interruption for a
period of ninety (90) days, then at anytime thereafter, Tenant may elect to
terminate this Lease upon notice to Landlord.

      13. ASSIGNMENT AND SUBLETTING

      (a) Except as expressly permitted pursuant to this Article, Tenant shall
not assign or hypothecate this Lease or any interest therein or sublet the
Premises or any part thereof, without the prior written consent of Landlord
which shall not be unreasonably withheld or delayed. Any of the foregoing acts
without such consent shall be voidable and shall, at the option of Landlord, be
an event of default under this Lease. Neither this Lease nor any interest
therein shall be assignable as to the interest of Tenant by operation of law,
without the written consent of Landlord. Notwithstanding the foregoing, a
corporate Tenant may, without the consent of Landlord but upon notice to
Landlord, assign this Lease to its parent, affiliate or subsidiary, provided the
assignee assumes, in full, the obligations of Tenant under this Lease, and
provided further that such assignment shall not relieve Tenant of any of its
obligations under this Lease.

      (b) If at any time or from time to time during the term of this Lease,
Tenant desires to assign this Lease or sublet all or a portion of the Premises,
Tenant shall notify Landlord of such intent. Landlord shall have the option,
exercisable by notice given to Tenant within twenty (20) days after receipt of
Tenant's notice, of reacquiring the Premises or portion thereof proposed to be
sublet or assigned and terminating the Lease with respect thereto. If Landlord
does not exercise such option, Tenant may assign this Lease or sublet such space
to any third party, subject to the following terms and conditions:

      (1) Tenant shall obtain the consent of Landlord, which consent shall not
      be unreasonably withheld; Landlord shall base its decision upon exclusive
      uses given to other Building tenants, the financial condition of the
      proposed assignee and the character of the proposed assignee or subtenant
      and the proposed use of the Premises.

      (2) Tenant may not sublease the Premises or any portion thereof or assign
      this Lease to an existing tenant in the Building.

      (3) No sublease or assignment shall be valid and no subtenant or assignee
      shall take possession of the premises subleased or assigned until an
      executed counterpart of such


                                     - 11 -
<PAGE>   59

      sublease or assignment of this Lease has been delivered to Landlord.

      (4) No subtenant shall have a further right to sublet.

      (5) No assignee shall have a further right to assign the Lease, except in
      accordance with the provisions of this Article 13.

      (6) In no event shall Tenant be entitled to have more than two (2)
      subtenants simultaneously in the Premises. The occupancy of portions of
      the Premises pursuant to the provisions of paragraph (f) below shall not
      be considered a sublease under this subparagraph (b) (6).

      (c) Tenant shall pay Landlord, as additional rent, one half (1/2) of any
sums or other economic consideration received by Tenant as a result of any
subletting or assignment (except payments received which are attributable to the
amortization of the cost of leasehold improvements made to the sublet or
assigned portion of the Premises by Tenant for the subtenant or assignee, and
other reasonable expenses incident to the subletting or assignment, including
standard leasing commissions), whether denominated rentals under the sublease or
otherwise, which exceed, in the aggregate, the total sums which Tenant is
obligated to pay Landlord under this Lease (prorated to reflect obligations
allocable to that portion of the Premises subject to such sublease or
assignment). If such subleasing or assignment has been made without the consent
of Landlord as provided herein, Landlord shall be entitled to all economic
consideration received by Tenant in accordance with the provisions of this
subparagraph 13 (c), but the receipt of such monies shall not be deemed to be a
waiver of the provisions of this Article 13 with respect to assignment and
subletting, or the acceptance of such assignee or subtenant as Tenant hereunder.

      (d) Regardless of Landlord's consent, no subletting or assignment shall
release Tenant of Tenant's obligations or alter the primary liability of Tenant
to pay the Base Rent and additional rent and to perform all other obligations to
be performed by Tenant under this Lease. The acceptance of rental by Landlord
from any other person shall not be deemed to be a waiver by Landlord of any
provision hereof. Consent to one assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting. In the event of default by
any assignee of Tenant or any successor of Tenant in the performance of any of
the terms of this Lease, Landlord may proceed directly against Tenant without
the necessity of exhausting remedies against such assignee or successor.

      (e) In the event that the Premises or any part thereof have been sublet by
Tenant and Tenant is in default under this Lease


                                     - 12 -
<PAGE>   60

pursuant to the provisions of Article 24 hereof, then Landlord may collect rent
from the subtenant and apply the amount collected to the Base Rent and
additional rent herein reserved but no such collection shall be deemed a waiver
of the provisions of this Article 13 with respect to subletting or the
acceptance of such subtenant as Tenant hereunder or a release of Tenant under
the Lease.

      (f) Landlord agrees that from time-to-time during the term of this Lease,
Tenant may allow doctors affiliated with Tenant to use and occupy offices in the
Premises and such occupancy shall not require Landlord's consent or otherwise be
subject to the provisions of this Article 13.

      14. ACCESS TO PREMISES Landlord, its employees and agents shall have the
right to enter the Premises at all reasonable times during Business Hours and at
anytime in case of an emergency for the purpose of examining or inspecting the
Premises, showing the Premises to prospective purchasers, mortgagees and (during
the last year of the Lease term only) prospective tenants of the Building, and
making such alterations, repairs, Improvements or additions to the Premises or
to the Building as Landlord may determine to be necessary or desirable. If
representatives of Tenant shall not be present to open and permit entry into the
Premises at anytime when such entry by Landlord is necessary or permitted
hereunder, Landlord may enter by means of a master key (or forcibly in the event
of an emergency) without liability to Tenant and without such entry constituting
an eviction of Tenant or termination of this Lease. Such entry into the Premises
by Landlord shall not unreasonably interfere with Tenant's use of the Premises.

      15. REPAIRS

      (a) At its sole cost and expense, Landlord shall make all repairs
necessary to maintain the Building roof, plumbing, heating, ventilating, air
conditioning and electrical systems (except light fixtures), and all other
Building systems, windows, floors (except carpeting), Building foundation and
structural walls and all other structural portions of the Premises provided,
however, that Landlord shall not be obligated to make any of such repairs until
Landlord has received written notice from Tenant that such repair is needed.
Landlord shall be responsible for the maintenance and repair of all common areas
and facilities in the Building provided that Tenant shall be responsible for the
repair of any damage to the common areas and facilities caused by the negligence
of Tenant and its agents, servants and employees. In no event shall Landlord be
obligated under this paragraph to repair any damage caused by any act, omission,
accident or negligence of Tenant or its employees, agents, invites, licensees,
subtenants, or contractors.


                                     - 13 -
<PAGE>   61

      (b) Except for Landlord's repairs under paragraph (a) above, at its sole
cost and expense, Tenant shall make all other repairs necessary to maintain and
keep the Premises and the fixtures therein in neat and orderly condition. If
Tenant refuses or neglects to make such repairs, or fails to diligently
prosecute the same to completion, after notice from Landlord of the need
therefor, Landlord may make such repairs at the expense of Tenant and such
expense, along with a ten (10%) percent service charge, shall be collectible as
additional rent.

      At Tenant's expense, Landlord shall make all repairs to the light fixtures
in the Premises, including replacement bulbs and ballasts.

      (c) Landlord shall not be liable for any interference with Tenant's
business arising from the making of any repairs in the Premises under paragraph
(a) above. Landlord shall interfere as little as reasonably practicable with the
conduct of Tenant's business. There shall be no abatement of Base Rent because
of such repairs.

      16. INDEMNIFICATION AND LIABILITY INSURANCE

      (a) Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all costs, expenses (including reasonable counsel fees),
liabilities, losses, damages, suits, actions, fines, penalties, claims or
demands of any kind and asserted by or on behalf of any person or governmental
authority, arising out of or in any way connected with, and Landlord shall not
be liable to Tenant on account of, (i) any failure by Tenant to perform any of
the agreements, terms, covenants or conditions of this Lease required to be
performed by Tenant, (ii) any failure by Tenant to comply with any statutes,
ordinances, regulations or orders of any governmental authority, or (iii) any
accident, death or personal injury, or damage to or loss or theft of property,
which shall occur in or about the Premises occasioned wholly or in part by
reason of any act or omission of Tenant, or any of its agents, contractors,
licensees, invites, employees or subtenants.

      (b) During the term of this Lease and any renewal thereof, Tenant shall
obtain and promptly pay all premiums for Comprehensive General Liability
Insurance with broad form extended coverage, including Contractual Liability,
covering claims for bodily injury (including death resulting therefrom) and loss
or damage to property occurring upon, in or about the Premises, with a minimum
combined single limit of at least $1,000,000.00. All such policies and renewals
thereof shall identify Landlord and Landlord's Building managing agent as
additional insureds. All policies of insurance shall provide (i) that no
material change or cancellation of said policies shall be made without at least
thirty (30) days' prior written notice to


                                     - 14 -
<PAGE>   62

Landlord and Tenant, and (ii) that any loss shall be payable notwithstanding any
act or negligence of Tenant or Landlord which might otherwise result in the
forfeiture of said insurance. On or before the commencement date of the term of
this Lease, and thereafter not less than fifteen (15) days prior to the
expiration dates of said policy or policies, Tenant shall furnish Landlord with
renewal certificates of the policies of insurance required under this paragraph.
Tenant's insurance policies shall be issued by insurance companies authorized to
do business in the Commonwealth of Pennsylvania with a financial rating of at
least an A- as rated in the most recent edition of Best's Insurance Reports and
have been in business for the past five years. The aforesaid insurance limits
may be reasonably increased by Landlord from time to time during the term of
this Lease, but no more frequently than once during each 5-year period of the
Lease term, including any renewal thereof.

      (c) Tenant and Landlord, respectively, hereby release each other from any
and all liability or responsibility to the other for all claims of anyone
claiming by, through or under it or them by way of subrogation or otherwise for
any loss or damage to property owned by Landlord and Tenant respectively in the
Premises and covered by the Pennsylvania Standard Form of Fire Insurance Policy
with extended coverage endorsement, whether or not such insurance is maintained
by the other party.

      17. WAIVER OF CLAIMS Landlord and Landlord's agents, servants, and
employees shall not be liable for, and Tenant hereby releases and relieves
Landlord, its agents, servants, and employees from, all liability in connection
with any and all damage to or loss of property, or loss or interruption of
business occurring to Tenant, its agents, servants, employees, invitees,
licensees, and subtenants, in or about or arising out of the Premises, from,
without limitation, (a) any fire or other casualty, accident, occurrence or
condition in or upon the Premises or the Building; (b) any failure of the
plumbing, sprinkler, electrical, heating, ventilating and air conditioning
systems and equipment, or any other systems and equipment in the Premises and
the Building, and the elevators, stairways, railings or walkways of the
Building; (c) any steam, gas, oil, water, rain or snow that may leak into or
flow from any part of the Premises or the Building from the drains, pipes or
plumbing, sewer or other installation of same; (d) the falling of any fixture or
any wall or ceiling materials; (e) broken glass; (f) any acts or omissions of
the other tenants or occupants of the Building; (g) any acts or omissions
(excluding gross negligence) of Landlord, its agents, servants and employees;
and (h) theft, Act of God, public enemy, injunction, riot, strike, insurrection,
war, court order, or any order of any governmental authorities having
jurisdiction over the Premises.


                                     - 15 -
<PAGE>   63

      18. QUIET ENJOYMENT Landlord covenants and agrees with Tenant that upon
Tenant paying the Base Rent and additional rent and observing and performing all
the terms, covenants and conditions, on Tenant's part to be observed and
performed under this Lease, Tenant may peaceably and quietly enjoy the Premises
hereby demised, subject, nevertheless, to the terms and conditions of this
Lease, including but not limited to, Article 34 hereof and to the ground leases,
underlying leases and mortgages hereinafter mentioned.

      19. NEGATIVE COVENANTS OF TENANT Tenant agrees that it will not do or
suffer to be done, any act, matter or thing objectionable to Landlord's fire
insurance companies whereby the fire insurance or any other insurance now in
force or hereafter placed on the Premises or any part thereof or on the Building
by Landlord shall become void or suspended, or whereby the same shall be rated
as a more hazardous risk than at the date when Tenant took possession of the
Premises. In case of a breach of this covenant, in addition to all other
remedies of Landlord hereunder, Tenant agrees to pay to Landlord, as additional
rent, any and all increases in premiums on insurance carried by Landlord on the
Premises or any part thereof or on the Building caused in any way by the
occupancy of Tenant.

      20. FIRE OR OTHER CASUALTY

      (a) If the Premises are damaged by fire or other casualty, the damages
shall be repaired by and at the expense of Landlord and restored to the
condition which existed immediately prior to such damage and the Base Rent and
additional rent shall be apportioned from the date of such fire or other
casualty until substantial completion of the repairs, according to the part of
the Premises which is usable by Tenant. Landlord agrees to repair such damage
within a reasonable period of time after receipt from Tenant of written notice
of such damage, subject to any delays caused by Acts of God, labor strikes or
other events beyond Landlord's control. Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the repair thereof. Tenant acknowledges
notice that (i) Landlord shall not obtain insurance of any kind on Tenant's
furniture or furnishings, equipment, fixtures, alterations, improvements and
additions, (ii) it is Tenant's obligation to obtain such insurance at Tenant's
sole cost and expense, and (iii) Landlord shall not be obligated to repair any
damage thereto or replace the same.

      (b) If, in the reasonable opinion of Landlord, the Premises are (i)
rendered substantially untenantable by reason of such fire or other casualty, or
(ii) twenty (20%) per cent or more of the Premises is damaged by said fire or
other casualty and less than six (6) months would remain in the current Lease
term upon


                                     - 16 -
<PAGE>   64

substantial completion of the repairs and restoration, Landlord shall have the
right, upon written notice to Tenant within thirty (30) days after said
occurrence, to elect not to repair and restore the Premises, and in such event,
this Lease and the tenancy hereby created shall cease as of the date of said
occurrence, the Base Rent and additional rent to be adjusted and apportioned as
of said date.

      (c) If, in the reasonable opinion of Landlord, the Building shall be
substantially damaged by fire or other casualty, regardless of whether or not
the Premises were damaged by such occurrence, Landlord shall have the right,
upon written notice to Tenant within thirty (30) days after said occurrence, to
terminate this Lease, and in such event, this Lease and the tenancy hereby
created shall cease and the Base Rent and additional rent shall be adjusted and
apportioned as of the date of said termination unless terminated as of the date
of said occurrence in accordance with paragraph 20 (b) above.

      21. SUBORDINATION This Lease is and shall be subject and subordinate to
all ground or underlying leases and to all mortgages which may now or hereafter
affect such leases or the real property of which the Premises are a part, and to
all renewals, modifications, consolidations, replacements and extensions of any
such underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessor or lessee or by any mortgagee, but in confirmation of such
subordination, Tenant shall execute, within fifteen (15) days after request, any
certificate that Landlord may reasonably require acknowledging such
subordination.

      Landlord represents that as of the date of this Lease, there are no
mortgages or ground or underlying leases affecting the land and/or Building.

      As a condition of Tenant's agreement to subordinate this Lease to any
ground or underlying lease or any mortgage affecting the land and/or Building,
Landlord agrees to obtain a standard Non-Disturbance Agreement from any future
ground or underlying lessor or any future mortgagee of the land and/or Building,
in a form reasonably satisfactory to Tenant.

      22. CONDEMNATION

      (a) If the whole of the Premises shall be condemned or taken permanently
for any public or quasi-public use or purpose, under any statute or by right of
eminent domain, or by private purchase in lieu thereof, then in that event, at
the option of either Landlord or Tenant exercised by notice to the other within
thirty (30) days after the date when possession is taken, the term of this Lease
shall cease and terminate as of the date when


                                     - 17 -
<PAGE>   65

possession is taken pursuant to such proceeding or purchase. The Base Rent and
additional rent shall be adjusted and apportioned as of the time of such
termination and any Base Rent and additional rent paid for a period thereafter
shall be refunded. In the event a material portion only of the Premises or a
material portion of the Building, shall be so taken (even though the Premises
may not have been affected by the taking of some other portion of the Building),
Landlord may elect to terminate this Lease as of the date when possession is
taken pursuant to such proceeding or purchase or Landlord may elect to repair
and restore the portion not taken at its own expense, and thereafter the Base
Rent and additional rent shall be reduced proportionately to reflect the portion
of the Premises not taken.

      (b) In the event of any total or partial taking of the Premises or the
Building, Landlord shall be entitled to receive the entire award in any such
proceeding and Tenant hereby assigns any and all right, title and interest of
Tenant now or hereafter arising in or to any such award or any part thereof and
Tenant hereby waives all rights against Landlord and the condemning authority,
except that Tenant shall have the right to claim and prove in any such
proceeding and to receive any award which may be made to Tenant, if any,
specifically for damages for loss of good will, movable trade fixtures,
equipment, moving expenses, and damages for loss of leasehold.

      23. ESTOPPEL CERTIFICATE At any time and from time to time and within ten
(10) days after written request by Landlord, Tenant shall execute, acknowledge
and deliver to Landlord a statement in writing duly executed by Tenant
certifying that (i) this Lease is in full force and effect, without modification
or amendment (or, if there have been any modifications or amendments, that this
Lease is in full force and effect as modified and amended and setting forth the
dates of the modifications and amendments), (ii) the dates to which annual Base
Rent and additional rent have been paid, and (iii) to the knowledge of Tenant no
default exists under this Lease or specifying each such default; it being the
intention and agreement of Landlord and Tenant that any such statement by Tenant
may be relied upon by a prospective purchaser or a prospective mortgagee of the
Building, or by others, in any matter affecting the Premises.

      24. DEFAULT The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant:

      (a) The failure of Tenant to take possession of the Premises within thirty
(30) days after the commencement date of this Lease.


                                     - 18 -
<PAGE>   66

      (b) The vacation or abandonment of the Premises by Tenant (except pursuant
to a sublease or assignment approved by Landlord) coupled with nonpayment of
Base Rent and/or additional rent.

      (c) A failure by Tenant to pay, when due, any installment of Base Rent,
additional rent or any other sum required to be paid by Tenant under this Lease,
where such failure continues for more than ten (10) days after Tenant has
received written notice of the delinquent payment from Landlord.

      (d) A failure by Tenant to observe and perform any other provision or
covenant of this Lease to be observed or performed by Tenant, where such failure
continues for thirty (30) days after Tenant receives written notice thereof from
Landlord provided, however, that if the nature of the default is such that the
same cannot reasonably be cured within such 30-day period, Tenant shall not be
deemed to be in default if Tenant shall commence the cure of the default within
such 30-day period and thereafter diligently prosecutes the same to completion.

      (e) The filing of a petition by or against Tenant for adjudication as a
bankrupt or insolvent or for its reorganization or for the appointment of a
receiver or trustee of Tenant's property pursuant to any local, state or federal
bankruptcy or insolvency law; or an assignment by Tenant for the benefit of
creditors; or the taking possession of the property of Tenant by any local,
state or federal governmental officer or agency or court-appointed official for
the dissolution or liquidation of Tenant or for the operating, either temporary
or permanent, of Tenant's business, provided, however, that if any such action
is commenced against Tenant the same shall not constitute a default if Tenant
causes the same to be dismissed within sixty (60) days after the filing thereof.

      25. REMEDIES Upon the occurrence of any event of default set forth in
Article 24 above:

      (a) Landlord may perform for the account of Tenant the cure of any such
default of Tenant and immediately recover as additional rent any expenditures
made and the amount of any obligations incurred in connection therewith, plus
fifteen (15%) percent per annum interest from the date of any such expenditures.

      (b) Landlord may accelerate all Base Rent and additional rent due for the
balance of the term of this Lease and declare the same, along with all sums past
due, to be immediately due and payable. In determining the amount of any future
additional rent payments due Landlord as a result of increases in Operation and
Maintenance Costs, Landlord may make such determination based upon the amount of
Operation and Maintenance Costs additional


                                     - 19 -
<PAGE>   67

rent paid by Tenant for the entire Comparison Year immediately prior to such
default.

      (c) Landlord may immediately proceed to collect or bring action for the
whole rent or such part thereof as aforesaid, as well as for liquidated damages
provided for hereinafter, as being rent in arrears, or may enter judgment
therefor in an amicable action as herein elsewhere provided for in case of rent
in arrears, or may file a Proof of Claim in any bankruptcy or insolvency
proceeding for such rent, or Landlord may institute any other proceedings,
whether similar to the foregoing or not, to enforce payment thereof.

      (d) Landlord may re-enter and repossess the Premises breaking open locked
doors, if necessary, and may use as much force as necessary to effect such
entrance without being liable to any action or prosecution for such entry or the
manner thereof, and Landlord shall not be liable for the loss of any property in
the Premises. Landlord may remove all of Tenant's goods and property from the
Premises. Landlord shall have no liability for any damage to such goods and
property and Landlord shall not be responsible for the storage or protection of
the same upon removal.

      (e) Landlord may re-enter and repossess the Premises or any part thereof
and attempt to relet all or any part of the Premises for and upon such terms and
to such persons, firms or corporations and for such period or periods as
Landlord, in its sole discretion, shall determine, including a term beyond the
termination of this Lease. Landlord shall consider any tenant offered by Tenant
in connection with such reletting. For the purpose of such reletting, Landlord
may decorate or make reasonable repairs, changes, alterations or additions in or
to the Premises to the extent deemed by Landlord desirable or convenient; and
the cost of such repairs, changes, alterations or additions shall be charged to
and be payable by Tenant as additional rent hereunder, as well as any reasonable
brokerage and legal fees expended by Landlord. Any sums collected by Landlord
from any new tenant obtained on account of Tenant shall be credited against the
balance of the Base Rent and additional rent due hereunder as aforesaid. Tenant
shall pay to Landlord monthly, on the days when the Base Rent and additional
rent would have been payable under this Lease, the amount due hereunder less the
net amount obtained by Landlord from such new tenant.

      (f) At its option, Landlord may serve notice upon Tenant that this Lease
and the then unexpired term hereof shall cease and expire and become absolutely
void on the date specified in such notice, to be not less than ten (10) days
after the date of such notice, without any right on the part of Tenant to save
the forfeiture by payment of any sum due or by the performance of any term,
provision, covenant, agreement or condition broken; and,


                                     - 20 -
<PAGE>   68

thereupon and at the expiration of the time limit in such notice, this Lease and
the term hereof granted, as well as the entire right, title and interest of
Tenant hereunder, shall wholly cease and expire and become void in the same
manner and with the same force and effect (except as to Tenant's liability) as
if the date fixed in such notice were the expiration date of the term of this
Lease. Thereupon, Tenant shall immediately quit and surrender the Premises to
Landlord and Landlord may enter into and repossess the Premises by summary
proceedings, detainer, ejectment or otherwise and remove all occupants thereof
and, at Landlord's option, any property therein, without being liable to
indictment, prosecution or damages therefor.

      (g) In the event of termination of this Lease pursuant to the provisions
of paragraph 25 (f) above, Tenant shall pay to Landlord all Base Rent,
additional rent and other charges payable hereunder due and unpaid to the date
of termination, together with liquidated damages in an amount equal to
twenty-five percent (25%) of the balance of the Base Rent, additional rent and
other charges required to be paid under this Lease from the date of said
termination to the expiration date of the term of this Lease, as if the same had
not been terminated, the said Base Rent and additional rent for the balance of
the term of this Lease and other charges to be computed in the same manner as
provided in paragraph 25 (b) above. In the event any judgment has been entered
against Tenant for any amount in excess of the total amount required to be paid
by Tenant to Landlord hereunder, then the damages assessed under said judgment
shall be reassessed and a credit granted to the extent of such excess. Landlord
and Tenant acknowledge that the damages to which Landlord is entitled in the
event of a breach of this Lease and termination by Landlord are not easily
computed and are subject to many variable factors. Therefore, Landlord and
Tenant have agreed to the liquidated damages as herein provided in order to
avoid extended litigation in the event of default by Tenant and termination of
this Lease.

      In the event Landlord exercises the remedy under this paragraph and Tenant
pays Landlord the entire amount of the liquidated damages, Landlord shall be
deemed to have made an election of remedies and except for regaining possession
the Premises, Landlord shall not be entitled to exercise any other remedy under
this Article 25.

      (h) In the event of a breach or threatened breach by Tenant of any of the
agreements, conditions, covenants or terms of this Lease, Landlord shall have
the right to seek an injunction to restrain the same and the right to invoke any
remedy allowed by law or in equity, whether or not other remedies, indemnity or
reimbursements are herein provided. The rights and remedies given to Landlord in
this Lease are distinct, separate and cumulative remedies, and no one of them,
whether or not exercised


                                     - 21 -
<PAGE>   69

by Landlord, shall be deemed to be in exclusion of any of the others.

      (i) In the event of any default, Tenant hereby empowers any prothonotary
or attorney of any court of record to appear for Tenant in any and all actions
which may be brought for Base Rent, additional rent, or other charges or
expenses agreed to be paid by Tenant under this Lease and to sign for Tenant an
agreement for entering in any competent court an amicable action or actions for
the recovery of Base Rent, additional rent, or other charges or expenses and, in
said suits or in said amicable action or actions, to confess judgment against
Tenant for all or any part of such Base Rent, additional rent, or other charges
or expenses, including, at Landlord's option, the Base Rent for the entire
unexpired balance of the term of this Lease, computed as aforesaid, and any
other charges, payments, costs and expenses reserved as rent or agreed to be
paid by Tenant, as well as liquidated damages, and for interest and costs
together with an attorney's commission of five (5%) percent thereof. Said
authority shall not be exhausted by any one exercise thereof, but judgment may
be confessed as aforesaid from time to time and as often as any of said Base
Rent, additional rent or other charges reserved as rent shall fall due or be in
arrears, and such powers may be exercised as well after the expiration of the
original term or during any extension or renewal of this Lease. It shall not be
necessary for Landlord to file the original of this Lease, but Landlord may file
a true copy thereof at the time of the entry of such judgment or judgments.

      Landlord agrees not to use the remedy under this paragraph (i) so long as
Osteopathic Medical Center of Philadelphia is Tenant under this Lease.

      (j) When this Lease shall be determined by condition broken, either during
the original term of this Lease or any renewal thereof, and also when and as
soon as the term hereby created or any renewal thereof shall have expired, it
shall be lawful for any attorney as attorney for the Tenant to file an agreement
for entering in any competent court an amicable action and judgment in ejection
against Tenant and all persons or entities claiming under Tenant for the
recovery by Landlord of possession of the Premises, for which this Lease shall
be sufficient warrant; whereupon, if Landlord so desires, a writ of habere
facias possessionem may issue forthwith, without any prior writ or proceeding
whatsoever, and provided that, if for any reason after such action shall have
been commenced the same shall be determined and the possession of the Premises
hereby demised shall remain in or be restored to Tenant, Landlord shall have the
right, upon any subsequent default or defaults or upon the termination or
expiration of this Lease, to bring one or more amicable action or actions to
recover possession of the Premises. In any amicable action of ejectment,
Landlord shall first cause


                                     - 22 -
<PAGE>   70

to be filed in such action an affidavit made by it or someone acting for it
setting forth the facts necessary to authorize the entry of judgment, and, if a
true copy of this Lease (and of the truth of the copy such affidavit shall be
sufficient evidence) be filed in such action, it shall not be necessary to file
the original as a warrant of attorney, any rule of court, custom or practice to
the contrary notwithstanding.

      26. REQUIREMENT OF STRICT PERFORMANCE The failure or delay on the part of
Landlord to enforce or exercise at any time any of the provisions, rights or
remedies in the Lease shall in no way be construed to be a waiver thereof, or in
any way to affect the validity of this Lease or any part thereof, or the right
of Landlord to thereafter enforce each and every such provision, right or
remedy. No waiver of any breach of this Lease shall be held to be a waiver of
any other or subsequent breach. The receipt by Landlord of Base Rent or
additional rent at a time when the Base Rent or additional rent is in default
under this Lease shall not be construed as a waiver of such default. The receipt
by Landlord of a lesser amount than the Base Rent or additional rent due shall
not be construed to be other than a payment on account of the Base Rent or
additional rent then due, and any statement on Tenant's check or any letter
accompanying Tenant's check to the contrary shall not be deemed an accord and
satisfaction, and Landlord may accept such payment without prejudice to
Landlord's right to recover the balance of the Base Rent or additional rent due
or to pursue any other remedies provided in this Lease. No act or thing done by
Landlord or Landlord's agents or employees during the term of this Lease shall
be deemed an acceptance of a surrender of the Premises and no agreement to
accept such a surrender shall be valid unless in writing and signed by Landlord.

      27. RELOCATION OF TENANT (Intentionally Omitted)

      28. SURRENDER OF PREMISES; HOLDING OVER

      (a) The Lease shall terminate and Tenant shall deliver up and surrender
possession of the Premises to Landlord on the last day of the term hereof, and
Tenant hereby waives the right to any notice of termination or notice to quit.
Upon the expiration or sooner termination of this Lease, Tenant covenants to
deliver up and surrender possession of the Premises in the same condition in
which Tenant has agreed to maintain and keep the same during the term of this
Lease in accordance with the provisions of this Lease, normal wear and tear
excepted.

      (b) Upon the failure of Tenant to surrender possession of the Premises to
Landlord upon the expiration or sooner termination of this Lease, Tenant shall
pay to Landlord, as liquidated damages, an amount equal to one hundred fifty
(150%) percent of the then current Base Rent and additional rent


                                     - 23 -
<PAGE>   71

required to be paid by Tenant under this Lease, applied to any period in which
Tenant shall remain in possession after the expiration or sooner termination of
this Lease. Acceptance by Landlord of Base Rent or additional rent after such
expiration or earlier termination shall not constitute a consent to a holdover
hereunder or result in a renewal. The foregoing provisions of this paragraph are
in addition to and do not affect Landlord's right of reentry or any other rights
of Landlord hereunder or otherwise provided by law.

      29. DELAY IN POSSESSION In the event that the Premises are not ready for
Tenant's occupancy at the commencement date of this Lease, because Landlord has
not substantially completed the tenant improvement work described in Article 45
of the Rider (unless such tenant improvement work is being done by Tenant or
Tenant's contractor, in which case there shall be no suspension or proration of
Base Rent or additional rent), or because of the failure or refusal of the
present occupant of the Premises to vacate and surrender up the same, or because
of any restrictions, limitations or delays caused by Government regulations or
Governmental agencies, this Lease and the term hereof shall not be affected
thereby, nor shall Tenant be entitled to make any claim for or receive any
damages whatsoever from Landlord, but the entire term of this Lease shall not
commence and the Base Rent, additional rent and other sums herein provided to be
paid by Tenant shall not become due until the date the Premises are
substantially completed by Landlord and ready for Tenant's occupancy or the date
possession of the Premises is delivered to Tenant, as the case may be. In
clarification of the foregoing, the expiration date of the Lease term, the
applicable dates for renewal (Article 47) and the two-year period applicable to
the rights of first offer (Article 48) shall be extended by the period of delay
of the commencement date. In the event Tenant accepts possession of the Premises
(or any part thereof) prior to July 1, 1992 for the regular conduct of its
business, such occupancy shall be under and subject to all the terms, covenants
and conditions contained in the Lease, except that Tenant shall not be required
to pay any Base Rent or additional rent during said period prior to July 1, 1992
and the term shall be extended by the number of days from the commencement date
of such occupancy to June 30, 1992.

      30. COMPLIANCE WITH LAWS AND ORDINANCES At its sole cost and expense,
Tenant 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, and of the
National Board of Fire Underwriters or any other similar body now or hereafter
constituted, but only to the extent that such laws, ordinances, regulations and
requirements govern the particular manner in which Tenant uses the Premises.


                                     - 24 -
<PAGE>   72

      31. NOTICES All notices or demands under this Lease shall be in writing
and shall be given or served by either Landlord or Tenant to or upon the other,
either personally or by Registered or Certified Mail, Return Receipt Requested,
postage prepaid, and addressed as follows:

      TO LANDLORD:           The Prudential Insurance Company 
                                        of America
                             Newark Realty Group Office
                             3 Gateway Center - 13th Floor
                             Newark, New Jersey 07102
                             Attention: General Manager -
                                        Pennsylvania Properties

      WITH A COPY TO:        Premisys Real Estate Services, Inc.
                             One Bala Plaza
                             Bala Cynwyd, Pennsylvania 19004

       TO TENANT:            Osteopathic Medical Center of
                             Philadelphia
                             One Bala Plaza
                             Bala Cynwyd, Pennsylvania 19004
                             Att: Mr. Lewis H. Abel, CPA, VP & CFO

      All notices and demands shall be deemed given or served upon the date of
receipt thereof by Landlord or Tenant, as the case may be. Either Landlord or
Tenant may change its address to which notices and demands shall be delivered or
mailed by giving written notice of such change to the other as herein provided.

      32. WARRANTY OF TENANT Tenant warrants to Landlord that Tenant dealt and
negotiated solely and only with Jackson-Cross Company and Landlord for this
Lease and with no other broker, firm, company or person.

      For good and valuable consideration, Tenant hereby agrees to indemnify,
defend and hold Landlord harmless from and against any and all claims, suits,
proceedings, damages, obligations, liabilities, counsel fees, costs, losses,
expenses, orders and judgments imposed upon, incurred by or asserted against
Landlord by reason of the falsity or error of Tenant's warranty.

      33. FORCE MAJEURE Landlord shall be excused for the period of any delay in
the performance of any of its obligations under this Lease, when prevented from
so doing by cause or causes beyond Landlord's control, which shall include,
without limitation, all labor disputes, inability to obtain any materials or
services, civil commotion, or acts of God.

      34. LANDLORD'S OBLIGATIONS Landlord's obligations hereunder shall be
binding upon Landlord only for the period of


                                     - 25 -
<PAGE>   73

time that Landlord is in ownership of the Building, and upon termination of that
ownership, except as to any obligations which have then matured, including
Landlord's obligation for the performance of the tenant improvement work in the
Premises under Article 45 of the Rider, Tenant shall look solely to Landlord's
successor in interest in the Building for the satisfaction of each and every
obligation of Landlord hereunder, provided that such successor has assumed, in
writing, the obligations of Landlord under this Lease. If any security deposit
has been made by Tenant, Landlord shall transfer such security deposit to the
purchaser and thereupon Landlord shall be discharged from any further liability
with respect thereto.

      35. LANDLORD'S LIABILITY Landlord shall have no personal liability under
any of the terms, conditions or covenants of this Lease and Tenant shall look
solely to the equity of Landlord in the Building for the satisfaction of any
claim, remedy or cause of action accruing to Tenant as a result of the breach of
any provision of this Lease by Landlord.

      Landlord represents that as of this Lease, there are no mortgages
affecting the land and/or Building.

      36. SUCCESSORS The respective rights and obligations of Landlord and
Tenant under this Lease shall bind and shall inure to the benefit of Landlord
and Tenant and their legal representatives, heirs, successors and assigns,
provided, however, that no rights shall inure to the benefit of any successor of
Tenant unless Landlord's written consent to the transfer to such successor has
first been obtained as provided in Article 13 above.

      37. GOVERNING LAW This Lease shall be construed, governed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

      38. SEVERABILITY If any provisions of this Lease shall be held to be
invalid, void or unenforceable, the remaining provisions of this Lease shall in
no way be affected or impaired and such remaining provisions shall continue in
full force and effect.

      39. CAPTIONS Any headings preceding the text of the several Articles of
this Lease are inserted solely for convenience of reference and shall not
constitute a part of this Lease or affect its meaning, construction or effect.

      40. GENDER As used in this Lease, the word "person" shall mean and
include, where appropriate, an individual, corporation, partnership or other
entity; the plural shall be substituted for the singular, and the singular for
the plural, where appropriate; and words of any gender shall mean to include any
other gender


                                    - 26 -
<PAGE>   74

      41. EXECUTION This Lease shall become effective when it has been signed by
a duly authorized officer or representative of Landlord and Tenant and delivered
to the other party.

      42. EXHIBITS AND RIDER Attached to this Lease and made part hereof are
Exhibits A, A-l, A-2, B and C and Rider Articles 45 to 50 inclusive.

      43. ENTIRE AGREEMENT This Lease, including the Exhibits and the Rider,
contains all the agreements, conditions, understandings, representations and
warranties made between Landlord and Tenant with respect to the subject matter
hereof, and may not be modified orally or in any manner other than by an
agreement in writing signed by both Landlord and Tenant or their respective
successors in interest.

      44. CORPORATE AUTHORITY If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation in accordance with the duly adopted resolution of the Board of
Directors of said corporation or in accordance with the By-Laws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms.

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease the
day and year first above written.

                                  (LANDLORD)
ATTEST:                           THE PRUDENTIAL INSURANCE COMPANY
                                       OF AMERICA

By: /s/ Michael J. Hughes         By: /s/ Lawrence V. Fagnoni
   -------------------------         ---------------------------     
      Michael J. Hughes              Lawrence V. Fagnoni, Vice President
     Assistant Secretary


ATTEST:                          (TENANT)
                                 OSTEOPATHIC MEDICAL CENTER OF
                                 PHILADELPHIA

By: /s/ [ILLEGIBLE]               By: /s/ Lewis H. Abel
   -------------------------         ---------------------------       
                                         Lewis H. Abel, CPA
                                         Vice President and
                                         Chief Financial Officer
(Seal)

If Tenant is a corporation, Lease must be executed by the President or the vice
President as well as the Secretary and properly sealed.


                                     - 27 -
<PAGE>   75

                   Rider Annexed to and Made Part of the Lease
                            Dated as of April 3, 1992
              Between The Prudential Insurance Company of America,
                                  as Landlord,
                 and Osteopathic Medical Center of Philadelphia,
                                    as Tenant

      45. LANDLORD'S WORK AND CONTRIBUTION Supplementing the provisions of
Article 9 above, at Landlord's expense up to a maximum of $953,160.00, Landlord
agrees to construct the Premises in Landlord's Building Standard manner, in
accordance with Tenant's interior design drawings which shall be prepared by
Medifac and shall be approved by Tenant and submitted to Landlord, time being of
the essence. Landlord's contribution of up to a maximum of $953,160.00 shall
cover construction costs and fees, labor and materials, construction permits and
reasonable overhead, the design fee payable to Medifac and the construction
management fee (in the maximum amount of one and one fourth (1 1/4%) percent of
the total construction cost) payable to Premisys Real Estate Services, Inc. As
Landlord disburses the allowance of $953,160.00, Landlord shall promptly advise
Tenant of the amounts being disbursed from time to time, including a running
total of advances to date. In the event the cost of construction of the Premises
exceeds $953,160.00, then at its option, Tenant shall either (i) pay Landlord
the entire amount of the excess, in lump sum, within twenty (20) days after
Landlord's billing therefor, or (ii) reduce the amount of the Base Rent
abatement under Article 46 below by the amount of the excess. In the event the
cost of construction of the Premises is less than $953,160.00, then Tenant may
use the unspent portion of Landlord's contribution toward the purchase of
furniture and equipment to be installed in the Premises, which shall be paid to
Tenant within twenty (20) days after Landlord's receipt of paid bills or
invoices and other satisfactory evidence of Tenant's payment of the cost of the
furniture and equipment. In the event the cost of construction of the Premises
and the purchase of furniture and equipment installed by Tenant in the Premises
is less than $953,160.00, Tenant shall be entitled to a credit toward the next
Base Rent accruing under the Lease in the amount of the unspent portion of
Landlord's contribution.

      At Landlord's sole expense, which shall not be covered by Landlord's
contribution in the above paragraph, Landlord shall

      (i)   Perform all necessary demolition, including removal or abatement of
            any friable asbestos in accordance with applicable law;

      (ii)  Supply and install sprinklers throughout the Premises;


                                      -28-
<PAGE>   76

      (iii) Renovate the men's and ladies bathrooms on the 6th Floor, in
            accordance with design specifications by Cope Linder Associates,
            with finishes consistent with other mens' and ladies' rooms in the
            Building;

      (iv)  Upgrade the Building mechanical systems per Plan Ml from Brandt,
            Ricci, Riley;

      (v)   Replace the solar film and window blinds, as required, on the second
            and sixth floors;

      (vi)  Install fire detection system in Building corridors, as required by
            state and local codes;

      (vii) Patch and prepare for finishing the existing fire-rated partitions
            and columns and any surface distorted by demolition, excluding
            ceiling; and

      (viii) Install hardware on existing exit doors, in accordance with state
            and local codes.

      In the event Tenant vacates the Premises and there is a default in the
payment of Base Rent under the Lease, or in the event Landlord obtains
possession of the Premises or terminates the Lease by reason of a default by
Tenant under the Lease, Tenant shall pay to Landlord, upon demand, as additional
rent hereunder, the full unamortized amounts (based on an amortization period of
ten (10) years and including interest at 8.00% per annum on the outstanding
principal balance) of (i) Landlord's contribution and payment of up to
$953,160.00 in construction costs and fees (and furniture and equipment if
applicable) under the above paragraphs; and (ii) the Base Rent abatement in the
amount of $635,440.00, provided in Article 46 below.

      46. BASE RENT ABATEMENT Notwithstanding the provisions of paragraph (a) of
Article 4 above, Landlord hereby grants Tenant a Base Rent abatement in the
total amount of $635,440.00 which shall be applied toward the first twelve (12)
months of Base Rent accruing under the Lease. Landlord and Tenant agree that no
portion of the Base Rent paid by Tenant during the portion of the term of this
Lease occurring after the expiration of any period during which such Rent was
abated shall be allocated, for income tax purposes, by Landlord or Tenant to
such rent abatement period, nor is such Rent intended by Landlord and Tenant to
be allocable, for income tax purposes, to any abatement period.

      47. OPTION TO RENEW Landlord hereby grants Tenant an option to renew the
term of the Lease, upon the following terms and conditions:

      (a)   The renewal term shall be for five (5) years, commencing July 1,
            2002 and expiring June 30, 2007;

      (b)   Tenant must exercise the option, if at all, upon notice to Landlord,
            on or before February 28, 2002; 


                                      -29-
<PAGE>   77

      (c)   At the time Tenant delivers its notice of election to renew to
            Landlord, this Lease shall be in full force and effect and Tenant
            shall not then be in default under any of the terms and conditions
            of the Lease beyond any applicable cure period;

      (d)   The renewal term shall be upon the same terms, covenants and
            conditions contained in the Lease, except that the annual Base Rent
            shall be the then current Fair Market Rent for comparable space in
            the Building as of the effective commencement date of the renewal,
            but in no event shall the annual Base Rent for the renewal term be
            less than the annual Base Rent plus total accrued additional rent
            for Real Estate Taxes and Operation and Maintenance Costs increases
            under Article 5 of the Lease payable by Tenant during the last year
            of the initial term of this Lease; and

      (e)   There shall be no further privilege of renewal.

      48. TENANT'S RIGHTS OF FIRST OFFER

Second Floor Landlord hereby grants Tenant the Right of First Offer to lease
Suite 208 (containing 1,768 rentable square feet), Suite 209 (containing 353
rentable square feet) and Suite 211 (containing 718 rentable square feet) on the
2nd floor of the Building, shown outlined and cross-hatched on the 2nd floor
plan annexed hereto collectively ("First Offer Space"), upon the following terms
and conditions:

      (a)   Suite 209 is currently occupied under a lease expiring December 31,
            1992. Suites 208 and 211 are currently vacant. Landlord will give
            Tenant written notice that Landlord is about to enter into
            negotiations to lease all or a portion of the First Offer Space to a
            third party and Tenant shall have twenty (20) days after receipt of
            such notice to notify Landlord of its exercise of the Right
            hereunder;

      (b)   At the time Tenant delivers to Landlord its notice of exercise of
            the Right, Tenant shall not be in default under any of the
            provisions of the Lease beyond any applicable cure period;

      (c)   Base Rent for the First Offer Space shall be at the same Base Rent
            Rates payable by Tenant for the Premises under Article 4 above if
            the effective date occurs during the first two (2) Lease years and
            thereafter at the Fair Market rent for comparable space in the
            Building as of the date of Tenant's exercise of its Right of First
            Offer.


                                      -30-
<PAGE>   78

      (d)   Tenant's Percentage under Article 5 above shall be increased
            proportionately;

      (e)   The effective date of the addition of the First Offer Space to the
            Premises shall be the 31st day after Tenant's acceptance of
            Landlord's notice under (a) above;

      (f)   Tenant agrees to accept the First Offer Space in "as is" condition,
            in the physical state and condition thereof on the effective date
            under (e) above, provided that if the effective date occurs during
            the first two (2) Lease years, Tenant shall be entitled to receive a
            pro rata portion of Landlord's tenant improvement allowance of
            $30.00 per rentable square under Article 45 above, using a ratio
            whose numerator is the number of months remaining in the initial
            Lease term for the First Offer Space and whose denominator is 120
            months;

      (g)   Except for the provisions of paragraphs (c), (d), and (f) above,
            Tenant's lease of the First offer Space shall be upon the same terms
            and conditions contained in the Lease; and

      (h)   Upon Tenant's failure to exercise its Right of First Offer with
            respect to the First Offer Space, or any part thereof from time to
            time, within the time period provided under (a) above, Landlord
            shall have the right to pursue its negotiations for a lease of the
            First Offer Space, or part thereof, as the case may be, with the
            third party.

Fifth Floor Landlord hereby grants Tenant the Right of First Offer to lease the
10,491 rentable square feet of space on the 5th floor of the Building, shown
outlined and cross-hatched on the 5th floor plan annexed hereto ("First Offer
Space"), upon the following terms and conditions:

      (a)   The First Offer Space is currently occupied under a lease expiring
            February 28, 1994. Landlord will give Tenant written notice, no
            later than January 1, 1994, that Landlord is about to enter into
            negotiations to lease all or a portion of the First Offer Space to a
            third party and Tenant shall have twenty (20) days after receipt of
            such notice to notify Landlord of its exercise of the Right
            hereunder;


                                      -31-
<PAGE>   79

       (b)   At the time Tenant delivers to Landlord its notice of exercise of
             the Right, Tenant shall not be in default under any of the
             provisions of the Lease beyond any applicable cure period;

      (c)   Base Rent for the First Offer Space shall be at the same Base Rent
            Rates payable by Tenant for the Premises under Article 4 above if
            the effective date occurs during the first two (2) Lease years and
            thereafter at the Fair Market rent for comparable space in the
            Building as of the date of Tenant's exercise of its Right of First
            Offer.

      (d)   Tenant's Percentage under Article 5 above shall be increased by
            2.8722%;

      (e)   The effective date of the addition of the First Offer Space to the
            Premises shall be the 31st day after Tenant's acceptance of
            Landlord's notice under (a) above;

      (f)   Tenant agrees to accept the First Offer Space in "as is" condition,
            in the physical state and condition thereof on the effective date
            under (e) above, provided that if the effective date occurs during
            the first two (2) Lease years, Tenant shall be entitled to receive a
            pro rata portion of Landlord's tenant improvement allowance of
            $30.00 per rentable square under Article 45 above, using a ratio
            whose numerator is the number of months remaining in the initial
            Lease term for the First Offer Space and whose denominator is 120
            months;

      (g)   Except for the provisions of paragraphs (c), (d), and (f) above,
            Tenant's lease of the First offer Space shall be upon the same terms
            and conditions contained in the Lease; and

      (h)   Upon Tenant's failure to exercise its Right of First Offer with
            respect to the First Offer Space, or any part thereof from time to
            time, within the time period provided under (a) above, Landlord
            shall have the right to pursue its negotiations for a lease of the
            First Offer Space, or part thereof, as the case may be, with the
            third party.

Sixth Floor Landlord hereby grants Tenant the Right of First Offer to lease
Suite 620 (containing 2,356 rentable square feet),


                                      -32-
<PAGE>   80

and Suite 619 (containing 826 rentable square feet) on the 6th floor of the
Building, shown outlined and cross-hatched on the 6th floor plan annexed hereto
(collectively "First Offer Space"), upon the following terms and conditions:

      (a)   Suite 619 is currently occupied under a lease expiring July 14, 1992
            and Suite 620 is currently occupied under a lease expiring December
            31, 1993. Landlord will give Tenant written notice that Landlord is
            about to enter into negotiations to lease all or a portion of the
            First Offer Space to a third party and Tenant shall have twenty (20)
            days after receipt of such notice to notify Landlord of its exercise
            of the Right hereunder;

      (b)   At the time Tenant delivers to Landlord its notice of exercise of
            the Right, Tenant shall not be in default under any of the
            provisions of the Lease beyond any applicable cure period;

      (c)   Base Rent for the First Offer Space shall be at the same Base Rent
            Rates payable by Tenant for the Premises under Article 4 above if
            the effective date occurs during the first two (2) Lease years and
            thereafter at the Fair Market rent for comparable space in the
            Building as of the date of Tenant's exercise of its if Right of
            First Offer.

      (d)   Tenant's Percentage under Article 5 above shall be increased
            proportionately;

      (e)   The effective date of the addition of the First Offer Space to the
            Premises shall be the 31st day after Tenant's acceptance of
            Landlord's notice under (a) above;

      (f)   Tenant agrees to accept the First Offer Space in "as is" condition,
            in the physical state and condition thereof on the effective date
            under (e) above, provided that if the effective date occurs during
            the first two (2) Lease years, Tenant shall be entitled to receive a
            pro rata portion of Landlord's tenant improvement allowance of
            $30.00 per rentable square under Article 45 above, using a ratio
            whose numerator is the number of months remaining in the initial
            Lease term for the First Offer Space and whose denominator is 120
            months;


                                      -33-
<PAGE>   81

      (g)   Except for the provisions of paragraphs (c), (d), and (f) above,
            Tenant's lease of the First offer Space shall be upon the same terms
            and conditions contained in the Lease; and

      (h)   Upon Tenant's failure to exercise its Right of First Offer with
            respect to the First Offer Space, or any part thereof from time to
            time, within the tune period provided under (a) above, Landlord
            shall have the right to pursue its negotiations for a lease of the
            First Offer Space, or part thereof, as the case may be, with the
            third party.

      49. PARKING At no charge to Tenant, Tenant shall be entitled to the use of
nine (9) reserved parking spaces for cars and one (1) reserved parking space for
Tenant's van in the private parking lot adjoining the Building throughout the
term. Landlord shall provide the parking space for Tenant's van as near as
practicable to the Building's loading dock.

      50. HEATING, VENTILATING AND AIR CONDITIONING SYSTEM With respect to the
Heating, Ventilating and Air Conditioning system and service provided under
Article 12 above, Landlord shall provide:

      1.    Reheat coils in the supply air duct work for the morning warm up
            cycle. This duct work will extend throughout Tenant's space to
            provide supply air to a quantity or Variable Air Volume boxes (VAV).

      2.    The volume of air to Tenant's space will range from 10,000 - 11,000
            CFM and the unit S-9 will be rebalanced to provide the proper
            amount of air.

      3.    Induction units along the outside wall will be modified with a two
            (2) way valve and thermostat for each column bay.

      4.    If cooling is required when Building chilled water is off, unit S-9
            will supply 100% outside air by means of an economizer.

      5.    Air conditioning loads have been calculated to include an electrical
            allowance of 4.0 watts per square foot.

      6.    Temperature range of 72 F to 76 F, is based upon:

                          Outdoor -- 93.0 D.B./75% W.B.
                          Indoor -- 75.0 D.B./50% R.H.


                                      -34-
<PAGE>   82

                                 ONE BALA PLAZA
                               Demised Area Plan

                               [GRAPHIC OMITTED]

The Space Management System
(c) 1982 Space/Data Group

                Project# 83093        Date Issued: MAY 31, 1990      Floor: 2
                         -----------               ------------            ----

<PAGE>   83

                                 ONE BALA PLAZA
                               Demised Area Plan

                               [GRAPHIC OMITTED]

The Space Management System
(c) 1982 Space/Data Group

                Project# 83093        Date Issued: MAY 31, 1990      Floor: 5
                         -----------               ------------            ----
<PAGE>   84

                                   EXHIBIT "B"

                              RULES AND REGULATIONS

DEFINITIONS

1.    Wherever in these Rules and Regulations the word "Tenant" is used, it
      shall be deemed to apply to and include Tenant and his agents, employees,
      invitees, licensees, subtenants and contractors, and to be of such number
      and gender as the circumstances require. The word "room" is deemed to
      include the space covered by this Lease. The word "Landlord" shall be
      taken to include the employees and agents of Landlord.

CONSTRUCTION

2.    The streets, parking areas, sidewalks, entrances, lobbies, halls,
      passages, elevators, stairways and other common areas provided by Landlord
      shall not be obstructed by Tenant, or used by him for any other purpose
      than for ingress and egress.

WASHROOMS

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

INSURANCE REGULATIONS

4.    Tenant shall not do anything in the rooms, or bring or keep anything
      therein, which will in any way increase or tend to increase the risk of
      fire or the rate of fire insurance, or which will conflict with the
      regulations of the Fire Department or the fire laws, or with any insurance
      policy on the Building or any part thereof, or with any law, ordinance,
      rule or regulation affecting the occupancy and use of the rooms, now
      existing or hereafter enacted or promulgated by any public authority or by
      the Board of Fire Underwriters.

GENERAL PROHIBITIONS

5.    In order to insure proper use and care of the Premises, Tenant shall not:

      a)    Keep animals or birds in the rooms.

      b)    Use rooms as sleeping apartments.


                                      -1-
<PAGE>   85

                               SUBLEASE AGREEMENT

      THIS SUBLEASE ("Sublease") is made this 19th day of May, 1994, by and
between OSTEOPATHIC MEDICAL CENTER OF PHILADELPHIA, a Pennsylvania corporation
("Sublessor") and MANUGISTICS, INC., a Delaware corporation ("Sublessee").

                                   BACKGROUND

      A. Sublessor leases certain premises (the "Leased Premises") located in
the office building (the "Building") known as One Bala Plaza, and located in
Bala Cynwyd, Pennsylvania, pursuant to a lease (the "Prime Lease") dated April
3, 1992 between The Prudential Insurance Company of America ("Lessor") as
landlord, and Sublessor as tenant. A true and correct copy of the Prime Lease is
attached hereto and made a part hereof as Exhibit "A".

      B. The Leased Premises consists of approximately 22,280 rentable square
feet located on the sixth floor of the Building (the "Sixth Floor Space") and
approximately 9,492 rentable square feet located on the second floor of the
Building (the "Second Floor Space").

      C. Sublessor desires to sublet the Second Floor Space to Sublessee and
Sublessee desire to sublease the Second Floor Space from Sublessor under the
terms and subject to the conditions hereinafter set forth.

                                      TERMS

      NOW, THEREFORE, for and in consideration of the foregoing Background and
the mutual covenants, promises, conditions and
<PAGE>   86

agreements herein contained, the parties hereto, intending to be legally bound
hereby, covenant and agree as follows:

      1. Definitions. Those capitalized terms not defined herein shall have the
same meanings ascribed to them in the Prime Lease.

      2. Sublease Term. Sublessor hereby leases to Sublessee and Sublessee
hereby rents from Sublessor the Second Floor Space for a term (the "Sublease
Term") commencing on the date (the "Sublease Commencement Date") Sublessor
delivers possession of the Second Floor Space to Sublessee, with Sublessor's
Work (as hereafter defined) substantially completed. Subject to delays as set
forth in Section 7 hereof, the Second Floor Space shall be delivered to
Sublessee, with Sublessor's Work substantially completed, three and one-half
months from the first day of the month immediately following the month in which
this Sublease has been fully executed. Sublessor shall endeavor to give
Sublessee written notice at least seven (7) days in advance of the date
Sublessor expects the Second Floor Space to be substantially completed. When the
Sublease Commencement Date has been established, Sublessor and Sublessee shall
execute and deliver an instrument in form satisfactory to both parties
specifying the Sublease Commencement Date. The Sublease Term shall automatically
terminate at midnight on June 30, 2002, without the necessity of notice from
either party.


                                      -2-
<PAGE>   87

      3. Rent.

            (a) Base Rent. Sublessee shall pay to Sublessor as annual base rent
("Base Rent") for the Second Floor Space, in advance, in successive monthly
installments on the first (1st) day of each and every calendar month without
prior notice or demand, abatement, set-off or deduction whatsoever, the sums
set forth on Exhibit "B" attached hereto and made a part hereof. The first
monthly installment of Base Rent shall be due and payable upon full execution of
this Sublease. In the event the Sublease Term commences on a day other than the
first day of a calendar month, Sublessee shall pay to Sublessor a pro rata
portion of the monthly installment of Base Rent for such partial month.

            (b) Additional Rent.

                  (i) Operation and Maintenance Costs; Taxes. For purposes
hereof, the term "Base Year" shall be defined as calendar year 1994; "Comparison
Year" shall be defined as each calendar year (or part thereof) following the
Base Year; and "Tenant's Percentage" shall be 30%, which is the ratio that the
rentable square feet of the Second Floor Space (i.e. 9,492) bears to the total
rentable square feet of the Leased Premises (i.e. 31,772). For each Comparison
Year during the Sublease Term, Sublessee shall pay directly to Sublessor prior
to the date that the corresponding payment for Operation and Maintenance Costs
is due under the Prime Lease, Sublessee's Percentage of (1) any increase in
Operation and Maintenance Costs (as defined in the Prime Lease) for the Leased
Premises for each Comparison Year


                                      -3-
<PAGE>   88

over the Operation and Maintenance Costs which were due and payable under the
Prime Lease for the Base Year; and (2) any increase in Real Estate Taxes (as
defined in the Prime Lease) for the Leased Premises for each Comparison Year
over the Real Estate Taxes which were due and payable under the Prime Lease for
the Base Year. Sublessor agrees to submit a copy of Lessor's billing statements
for Operation and Maintenance Costs and Real Estate Taxes to Sublessee promptly
upon receipt of same, but in any event not later than ten (10) days prior to the
due date for such payment. Sublessee acknowledges that pursuant to the
provisions of Section 5(i) of the Prime Lease, Sublessor has the right to
examine Lessor's books and records with respect to Operation and Maintenance
Costs within one hundred twenty (120) days following Sublessor's receipt of
Lessor's billing statement. Accordingly, Sublessee agrees to notify Sublessor in
writing at least thirty (30) days prior to the expiration of said one hundred
twenty (120) day period if Sublessee desires to review Lessor's books and
records and shall indicate in such notice, the basis of the dispute. Upon
receipt of such notification, Sublessor agrees to notify Lessor of such dispute
in accordance with the provisions of said Section 5(i). In connection with the
review of Lessor's books and records, Sublessor agrees to provide whatever
assistance may be reasonably requested by Sublessee (at no cost to Sublessor)
and shall, if deemed necessary, conduct the review itself on behalf of both
Sublessor and Sublessee, provided Sublessee shall pay all costs associated with
such review and


                                      -4-
<PAGE>   89

shall reimburse Sublessor for any reasonable out-of-pocket costs or expenses
incurred by Sublessor. Unless Sublessee notifies Sublessor in accordance with
the time periods hereinabove set forth, such statement shall be considered as
final and accepted by Sublessee.

                  (ii) Utilities. As part of Sublessor's Work, Sublessor shall
install a separate electric meter in the Second Floor Space to monitor
Sublessee's usage of the supplemental cooling unit to be installed in the
workroom as required by the Lessor. Sublessee agrees to pay directly to
Sublessor prior to the date the corresponding payment is due under the Prime
Lease, all utility charges or other fees related to such usage.

                  (iii) Other Charges. Sublessee shall pay directly to Sublessor
prior to the date the corresponding payment is due under the Prime Lease,
Sublessee's Percentage of all other items of additional rent or other sums due
under the Prime Lease, except for any late charges or other payments imposed by
the Prime Lease which are due by reason of Sublessor's default but which are not
attributable to a default on the part of Sublessee. Notwithstanding the
foregoing, Sublessee shall be responsible for the full amount of all charges or
other payments imposed by the Prime Lease which are due by reason of Sublessee's
default under this Sublease.

            (c) Place of Payment. All Base Rent and Additional Rent and/or any
other charge herein reserved, included, or agreed to be treated as rent (all
Base Rent, Additional Rent and such


                                      -5-
<PAGE>   90

other charges, are sometimes hereinafter collectively referred to as "Rent")
shall be payable at the office of Sublessor, or at such other place as Sublessor
may from time to time designate by notice in writing.

      4. Late Charges. In addition to the remedies available to Sublessor in the
event of default, if Sublessee shall fail to pay any item of Rent within seven
(7) days after its due date, Sublessee shall pay a late charge in an amount
equal to ten percent (10%) of the amount due to cover the extra expense involved
in handling delinquent payments. The parties agree that this is not a penalty
but is a reasonable estimate of the additional expense Sublessor will incur in
the event of Sublessee's late payment.

      5. Use. Sublessee shall use and occupy the Second Floor Space for the
purposes permitted under the Prime Lease and for no other purpose. Sublessee
shall observe and comply with all Rules and Regulations of the Building.

      6. Application of Prime Lease.

            (a) Sublessee's Obligations. This Sublease is expressly subject and
subordinate to all of the terms and conditions of the Prime Lease, and to all
amendments, renewals and extensions thereof, and all of the terms, provisions
and covenants as contained in the Prime Lease are incorporated herein by
reference, except as herein expressly set forth. Sublessee hereby covenants and
agrees to observe all of the terms, conditions, covenants imposed upon the
Tenant under the Prime


                                      -6-
<PAGE>   91

Lease and to perform all of the duties and obligations imposed upon the Tenant
thereunder, except with regard to the payment of Base Rent and Additional Rent
as set forth herein. To the extent any provision of this Sublease is
inconsistent with any provisions of the Prime Lease, this Sublease shall govern
except that if the standard for performance is more stringent under either the
Prime Lease or this Sublease, the more stringent provisions shall prevail and
Sublessee shall be obligated to comply therewith. Sublessee acknowledges that
any default by it under this Sublease may constitute a default by Sublessor as
Tenant under the Prime Lease, and that Sublessee's liability to Sublessor shall
include, but not be limited to, any damages or liabilities arising from
Sublessee's default hereunder incurred by Sublessor to Lessor under the Prime
Lease.

            (b) No Duty to Render Services. Sublessor is not and shall not be
required to render any services or utilities of any kind whatsoever to Sublessee
or to perform any obligation of Landlord under the Prime Lease. Sublessor shall
not be liable to Sublessee for any default or failure on behalf of the Lessor
under the Prime Lease in the performance or nonperformance by the Lessor of any
of its covenants and obligations under the Prime Lease.

            (c) Insurance. During the Sublease Term, Sublessee agrees to
maintain all insurance as required on the part of the Tenant under the Prime
Lease, and shall name as additional insureds, as their interests may appear,
both the Lessor and


                                      -7-
<PAGE>   92

Sublessor. Prior to the Sublease Commencement Date, Sublessee shall deliver to
Sublessor a certificate of insurance evidencing the existence of such insurance.
At least thirty (30) days before any insurance policy shall expire, Sublessee
shall deliver to Sublessor replacement certificates of insurance.

            (d) Inspections. Sublessor shall have the right to enter the Second
Floor Space upon twenty-four (24) hours prior notice to Sublessee for purposes
of inspection and for the other purposes for which rights of entry are reserved
under the Prime Lease, except that such prior notice shall not be required in
the case of emergency.

      7. Tenant Improvements.

            (a) Performance of Sublessor's Work; Allowance. Sublessor has agreed
to perform certain leasehold improvement work ("Sublessor's Work") to the Second
Floor Space in accordance with the plans (the "Plans") prepared by Space Design,
Inc. Sublessee hereby acknowledges its receipt and approval of the Plans. It is
understood and agreed that Sublessee's telephone, data and furniture
installations shall not be included as part of Sublessor's Work. Sublessor's
Work shall be performed using building standard materials, quantities and
procedures then in use by Lessor. Sublessor shall pay for a portion of the "Cost
of Work" (as defined below) in an amount not to exceed $64,730.00 (the
"Allowance"). In the event the Cost of Work exceeds the amount of the Allowance,
Sublessee shall pay such excess costs as Additional Rent, promptly when due.
Sublessee shall not be


                                      -8-
<PAGE>   93

entitled to any credit, abatement or payment from Sublessor in the event that
the amount of the Allowance exceeds the Cost of the Work. For purposes hereof,
the term "Cost of the Work" shall mean and include any and all costs of
Sublessor's Work, including, without limitation, the cost of the Plans (not to
exceed $3,000.00), all labor (including overtime), all materials constituting
Sublessor's Work, and Lessor's supervisory fees charged in connection with
Sublessor's Work. It is understood and agreed that, with the exception of
Sublessor's Work, Sublessor shall have no obligation to perform any work,
repairs, improvements or alterations to the Second Floor Space at the time of
letting or at any time thereafter.

            (b) Substantial Completion. Sublessor shall cause Sublessor's Work
to be "substantially completed" on or before the anticipated Sublease
Commencement Date as specified in Section 2 hereof, subject to delays caused by
strikes, lockouts, boycotts or other labor problems, casualties, discontinuance
of any utility or other service required for performance of Sublessor's Work or
any other matter beyond the control of Sublessor (or beyond the control of
Sublessor's contractors or subcontractors). Sublessor's Work shall be deemed to
be "substantially completed" for purposes of this Sublease on the date Space
Design, Inc. issues a written certificate to Sublessor and Sublessee certifying
that the Sublessor's Work has been substantially completed (i.e. completed
except for minor punchlist items listed in such architect's certificate), or
when Sublessee first takes 


                                      -9-
<PAGE>   94

occupancy of the Second Floor Space, whichever first occurs. In the event
Sublessor's Work is not deemed to be substantially completed on or before the
anticipated Sublease Commencement Date as specified in Section 2 hereof, (i)
Sublessor agrees to use reasonable efforts to complete Sublessor's Work as soon
as practicable thereafter, (ii) this Sublease shall remain in full force and
effect, and (iii) Sublessor shall not be deemed to be in breach or default of
this Sublease as a result thereof and Sublessor shall have no liability to
Sublessee as a result of any delay in occupancy (whether for damages, abatement
of Base Rent or Additional Rent or otherwise).

      8. Alterations/Repairs.

            (a) Sublessee shall not make any alterations, improvements or
additions to the Second Floor Space unless Sublessee strictly adheres to the
obligations of Sublessor as Tenant as set forth in Section 9 of the Prime Lease.

            (b) Sublessee shall keep the Second Floor Space in a neat and
orderly condition and shall make all repairs to the Second Floor Space required
of Sublessor as Tenant as set forth in Section 15 of the Prime Lease.

      9. Assignment or Subletting. Sublessee shall not be permitted to assign
this Sublease, mortgage or encumber Sublessee's interest in this Sublease or
sublet all or any portion of the Second Floor Space without the prior written
consent of Sublessor, which consent may be withheld in Sublessor's sole and
absolute discretion.


                                      -10-
<PAGE>   95

      10. Default of Sublessee and Remedies of Sublessor. If Sublessee shall at
any time be in default in the payment of Rent or of any other sum required to be
paid by Sublessee under this Sublease, or in the performance of or compliance
with any of the terms, covenants, conditions or provisions of this Sublease or
the Prime Lease, or violate the provisions of Section 9 above, or if Sublessee
shall be adjudicated as bankrupt, or shall make an assignment for the benefit of
creditors, or shall file a bill in equity or otherwise initiate proceedings for
the appointment of a receiver of Sublessee's assets, or shall file any
proceeding in bankruptcy or for reorganization or an arrangement under any
federal or state law, then and in addition to any other rights or remedies
Sublessor may have under this Sublease and at law and in equity, shall have the
following rights:

            (a) Sublessor shall have the same rights and remedies against
Sublessee for default of this Sublease as the Lessor would have against
Sublessor as Tenant under the Prime Lease, including without limitation the
rights of rental acceleration, Sublease termination, retaking possession and
damages.

            (b) If Sublessee shall be in default in the payment of Rent or any
other sum required to be paid by Sublessee under this Sublease beyond any
applicable grace period, Sublessee shall pay interest on the delinquent amounts
at the lesser of the maximum rate permitted by law, if any, or eighteen percent
(18%) per annum from the date due to the date paid.


                                      -11-
<PAGE>   96

            (c) UPON ANY EVENT OF DEFAULT HEREUNDER WHICH REMAINS UNCURED AFTER
THE EXPIRATION OF THE APPLICABLE NOTICE AND CURE PERIOD PROVIDED IN THIS
SUBLEASE, SUBLESSEE HEREBY EMPOWERS ANY PROTHONOTARY OR ATTORNEY OF ANY COURT OF
RECORD TO APPEAR FOR SUBLESSEE IN ANY AND ALL ACTIONS WHICH MAY BE BROUGHT FOR
RENT, OR OTHER CHARGES OR EXPENSES AGREED TO BE PAID BY SUBLESSEE HEREUNDER, AND
TO CONFESS JUDGMENT AGAINST SUBLESSEE IN ANY COMPETENT COURT FOR THE RECOVERY OF
RENT OR OTHER CHARGES OR EXPENSES; AND IN SUCH SUITS OR ACTIONS TO CONFESS
JUDGMENT AGAINST SUBLESSEE FOR ALL OR ANY PART OF THE RENT INCLUDING, AT
SUBLESSOR'S OPTION, THE RENT FOR THE ENTIRE UNEXPIRED BALANCE OF THE SUBLEASE
TERM, AND ANY OTHER CHARGES, PAYMENTS, COSTS AND EXPENSES RESERVED AS RENT OR
AGREED TO BE PAID BY THE SUBLESSEE; AND FOR INTEREST AND COSTS TOGETHER WITH AN
ATTORNEY'S COMMISSION EQUAL TO THE GREATER OF $2,000.00 OR FIVE PERCENT (5%) OF
THE AMOUNT SO CONFESSED. SAID AUTHORITY SHALL NOT BE EXHAUSTED BY ONE EXERCISE
THEREOF, BUT JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AND AS
OFTEN AS ANY SAID RENT OR OTHER CHARGES RESERVED AS RENT OR LIQUIDATED DAMAGES
SHALL FALL DUE OR BE IN ARREARS. SUCH POWERS MAY BE EXERCISED AFTER THE
EXPIRATION OF THE SUBLEASE TERM.

            (d) IN THE EVENT THAT, AND WHEN THIS SUBLEASE SHALL BE DETERMINED
TERM, COVENANT, LIMITATION OR CONDITION BROKEN, AS AFORESAID, DURING THE
SUBLEASE TERM, AND ALSO WHEN AND AS SOON AS THE SUBLEASE TERM HEREBY CREATED
SHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY, AS ATTORNEY FOR
SUBLESSEE TO CONFESS


                                      -12-
<PAGE>   97

JUDGMENT IN EJECTMENT IN ANY COMPETENT COURT AGAINST SUBLESSEE AND ALL PERSONS
CLAIMING UNDER SUBLESSEE FOR THE RECOVERY BY SUBLESSOR OF POSSESSION OF THE
SECOND FLOOR SPACE, WITHOUT ANY LIABILITY ON THE PART OF THE SAID ATTORNEY, FOR
WHICH THIS SUBLEASE SHALL BE A SUFFICIENT WARRANT; WHEREUPON, IF SUBLESSOR SO
DESIRES, A WRIT OF POSSESSION WITH CLAUSES FOR COSTS MAY ISSUE FORTHWITH WITH OR
WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER. IF FOR ANY REASON AFTER SUCH
ACTION HAS BEEN COMMENCED, THE SAME SHALL BE DETERMINED AND THE POSSESSION OF
THE SECOND FLOOR SPACE REMAINS IN OR IS RESTORED TO SUBLESSEE, THE SUBLESSOR
SHALL HAVE THE RIGHT IN THE EVENT OF ANY SUBSEQUENT DEFAULT OR DEFAULTS TO
CONFESS JUDGMENT IN EJECTMENT AGAINST SUBLESSEE IN THE MANNER AND FORM
HEREINBEFORE SET FORTH, TO RECOVER POSSESSION OF THE SECOND FLOOR SPACE FOR SUCH
SUBSEQUENT DEFAULT. NO SUCH DETERMINATION OF THIS SUBLEASE NOR RECOVERING
POSSESSION OF THE SECOND FLOOR SPACE SHALL DEPRIVE SUBLESSOR OF ANY REMEDIES OR
ACTION AGAINST SUBLESSEE FOR RENT OR FOR DAMAGES DUE OR TO BECOME DUE FOR THE
BREACH OF ANY CONDITION OR COVENANT; NOR THE RESORT TO ANY WAIVER OF THE RIGHT
TO INSIST UPON THE FORFEITURE, AND TO OBTAIN POSSESSION IN THE MANNER PROVIDED
HEREIN.

            (e) In any action of ejectment or for Rent in arrears, Sublessor
shall first cause to be filed in such action an affidavit made by it or someone
acting for it setting forth the facts necessary to authorize the entry of
judgment of which facts such affidavit shall be conclusive evidence; and if a
true copy


                                      -13-
<PAGE>   98

of this Sublease is filed in such action, it shall not be necessary to file the
original as a warrant of attorney, any rule of court, custom or practice to the
contrary notwithstanding.

            (f) No waiver by Sublessor of any breach by Sublessee of any of
Sublessee's obligation, agreements or covenants herein shall be a waiver of any
subsequent breach or of any obligation, agreement of covenant, nor shall any
forbearance by Sublessor to seek a remedy for any breach by Sublessee be a
waiver by Sublessor of any rights and remedies with respect to such or any
subsequent breach.

            (g) If Sublessee shall be in default in the performance of any of
its obligations hereunder, Sublessor may (but shall not be obligated to do so),
in addition to any other rights it may have in law or equity, cure such default
on behalf of Sublessee. In such event, Sublessee shall reimburse Sublessor upon
demand, as additional rent, for any costs incurred by Sublessor in curing said
defaults, including without limitation reasonable attorneys' fees from the date
Sublessor incurs such costs, along with interest from the date Sublessor cures
any such default until the date such sum is paid, at the rate of eighteen
percent (18%) per annum.

      11. Grace Period. If Sublessee shall be in default of any of the terms and
provisions of this Sublease, and if the Prime Lease shall allow a grace period
for cure of a default of a similar type and nature, then Sublessee shall be
entitled to a


                                      -14-
<PAGE>   99

grace period which is five (5) days less than the corresponding grace period in
the Prime Lease.

      12. Indemnification of Sublessor and Lessor. Sublessee agrees to
indemnify, defend and save Sublessor and Lessor harmless from and against any
and all claims by or on behalf of any persons, firms or corporations arising
from the occupancy, conduct, operation or management of the Second Floor Space
or from any work or thing whatsoever done or not done in and on the Second Floor
Space, or arising from any breach or default on the part of Sublessee in the
performance of any covenant or agreement on the part of Sublessee to be
performed pursuant to the terms of this Sublease, or under the law, or arising
from any act, neglect or negligence of Sublessee, or any of its agents,
contractors, subtenants, servants, employees, or licensees, or arising from any
accident, injury or damage whatsoever caused to any person, firm, corporation or
property occurring during the term of this Sublease, in or about the Second
Floor Space, and from and against all costs, expenses and liabilities incurred
in connection with any such claim or action or proceeding brought thereon
(including without limitation the fees of attorneys, investigators and experts).

      13. Notices. All notices, requests and demands to be given hereunder shall
be in writing, sent by (i) certified mail, return receipt requested, postage
prepaid; or (ii) recognized overnight courier service; or (iii) by telecopy, to
Sublessor and Sublessee at the addresses set forth below:


                                      -15-
<PAGE>   100

       If to Sublessor:       Osteopathic Medical Center of
                              Philadelphia
                              One Bala Plaza
                              Suite 600
                              Bala Cynwyd, PA 19004
                              Attention: Mr. Lewis H. Abel, C.P.A., 
                                         Chief Operating Officer
                              
       If to Sublessee:       Manugistics, Inc.
                              2115 East Jefferson Street
                              Rockville, Maryland 20852
                              Attention: Legal Department

      After the Sublease Commencement Date, all notices to Sublessee may be sent
as aforesaid to the address of the Second Floor Space. Either party, by notice
similarly given, may change the person and/or address to which future notices
shall be sent.

      14. Surrender. At the expiration or earlier termination of this Sublease,
Sublessee covenants that it will peaceably and quietly leave and surrender the
Second Floor Space, and will leave the Second Floor Space in broom clean
condition and in the same condition as Sublessee is required to maintain the
same during the term of this Sublease.

      15. Sublessor's Property. It is understood and agreed that this Sublease
shall not include any of Sublessor's furniture, equipment, storage racks, phone
systems, modular work stations, trade fixtures or any other items of personality
or belongings of Sublessor currently installed or located in the Second Floor
Space, all of which shall be removed by Sublessor at its expense prior to the
Sublease Commencement Date.

      16. Rights of First Offer. Pursuant to the provisions of Section 48 of the
Prime Lease, Sublessor has been granted a right


                                      -16-
<PAGE>   101

of first offer to lease the following additional space located on the second
floor of the Building: (a) Suite 208 (containing 1768 rentable square feet; (b)
Suite 209 (containing 353 rentable square feet); and (c) Suite 211 (containing
718 rentable square feet) (said additional space is hereinafter collectively
known as the "First Offer Space"). In the event that any portion of the First
Offer Space is offered to Sublessor, Sublessor agrees that it shall not exercise
its rights to lease such space, but instead shall notify Sublessee promptly upon
receipt of Lessor's offer so as to afford Sublessee the opportunity to lease
such additional space directly from Lessor. Any lease of such additional space
shall be a direct lease between Lessor and Sublessee, and it is understood and
agreed that Sublessor shall have no obligation whatsoever in connection
therewith. Sublessee acknowledges and understands that if Sublessee desires to
lease such additional space upon the terms contained in Lessor's offer,
Sublessee must notify Lessor of same within twenty (20) days following the date
Sublessor received the offer from Lessor, and to otherwise comply with the
requirements of Section 48 of the Prime Lease. Sublessee further acknowledges
and understands that even if such notice by Sublessee is timely given, Lessor
may have no contractual or legal obligation to lease such additional space to
Sublessee. Sublessee's obligations and liability under this Sublease shall not
in any way be affected by virtue of Lessor's decision, if any, not to lease such
additional space to Sublessee.


                                      -17-
<PAGE>   102

      17. Signage. Sublessor shall, at its expense, cause Lessor to install
standard suite entrance signage for the Second Floor Space and to add Sublessee
to the directory of tenants for the Building.

      18. Fire or Other Casualty/Waiver of Subrogation. Sublessor and Sublessee
hereby releases the other and all persons claiming under it, and Sublessee
hereby also releases Lessor, to the extent of its insurance coverage, from any
and all liability for any loss or damage caused by fire or any of the extended
coverage casualties, or any other insured casualty, even if such fire or other
casualty shall be brought about by the fault or negligence of the other party,
or any persons claiming under it, provided, however, this release shall be in
force and effect only with respect to loss or damage occurring during such time
as releasor's policies of fire and extended coverage insurance shall contain a
clause to the effect that this release shall not affect said policies or the
right of releasor to recover thereunder. Sublessor and Sublessee each agrees
that its fire and extended coverage and other insurance policies will include
such a clause (Sublessee's policies to include such clause releasing both
Sublessor and Lessor) so long as the same is obtainable and is includable
without extra cost, or if extra cost is chargeable therefor, so long as the
other party pays such extra cost. If extra cost is chargeable therefor, each
party will advise the other thereof and the amount thereof, and the other party,
at its election, may pay the same but shall not be obligated to do so.


                                      -18-
<PAGE>   103

Sublessor shall not be obligated to pay the extra cost for such a clause in
Sublessee's policy in favor of Lessor, but Lessor may elect to pay the same.

      19. Brokers. The parties recognize Grubb & Ellis Company as the broker who
procured this Sublease and agree that Sublessor shall be solely responsible for
the payment of all brokerage commissions to said broker, and that Sublessee
shall have no responsibility for such commission. If Sublessee has dealt with
any other person or real estate broker in respect to the leasing, subleasing or
renting space in the Building, Sublessee shall be solely responsible for the
payment of any fee due said person or firm and Sublessee shall protect,
indemnify, hold harmless and defend Sublessor from any cost, expense or
liability (including attorneys' fees and costs) in respect thereto.

      20. Waiver. It is understood and agreed by and among Sublessor and
Sublessee that each of them hereby waives trial by jury in any action,
proceeding or counterclaim brought by either of them against the other on any
matters whatsoever arising out of or in any way connected with this Sublease or
the use or occupancy of the Second Floor Space, or otherwise. It is further
agreed by and between the parties hereto that in the event Sublessor commences
any summary proceedings for non-payment of Rent, Sublessee will not interpose
any counterclaim of whatever nature or description in any such proceeding.

      21. Entire Agreement. This Sublease together with the Prime Lease and all
exhibits hereto and thereto contains the


                                      -19-
<PAGE>   104

entire agreement between the parties hereto and there are no collateral
agreements or understandings. This Sublease shall not be modified in any manner
except by an instrument in writing executed by both Sublessor and Sublessee.

      22. Successors and Assigns. Subject to the provisions of Section 9 above,
this Sublease shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

      23. Governing Law. This Sublease shall be governed and construed in
accordance with the substantive laws (without reference to choice of laws rules)
of the Commonwealth of Pennsylvania.

      24. Time. Time is of the essence in this Sublease and with regard to all
provisions herein contained.

      25. Severability. If any provision hereof shall be found to be illegal,
void or unenforceable, this Sublease shall be construed as if said provisions
were not herein contained, so as to give full force and effect, as nearly as
possible, to the original intent of the parties hereto.

      26. Relationship. Nothing herein contained shall be deemed to create any
partnership or joint venture between the parties hereto, and the relationship of
the parties shall be solely that of Sublessor and Sublessee.

      27. Lessor's Approval. This Sublease is contingent upon


                                      -20-
<PAGE>   105

the prior written approval of Lessor.

      IN WITNESS WHEREOF, the parties have executed this Sublease as of the date
and year first above written.

                                     SUBLESSOR:

                                     OSTEOPATHIC MEDICAL CENTER OF
                                     PENNSYLVANIA, a Pennsylvania corporation

                                     By: /s/ Lewis H. Abel
                                        ----------------------------------------
                                        Lewis H. Abel, Vice
                                        President and Chief
                                        Operating Officer


                                     SUBLESSEE:

                                     MANUGISTICS, INC., a Delaware
                                     corporation

                                     By: /s/ William Kaluza
                                        ----------------------------------------
                                        William Kaluza
                                          SENIOR VICE PRESIDENT & CFO


                                      -21-
<PAGE>   106

                                   EXHIBIT "B"

                                  Rent Schedule

<TABLE>
<CAPTION>
                              Annual            Monthly          Base Rent
Period                        Base Rent         Base Rent        Per Square Foot
------                        ---------         ---------        ---------------
<S>                           <C>               <C>                 <C>    
The Sublease
Commencement Date
through June 30,
1998                          $149,499.00       $ 12,458.25         $ 15.75
                                                                 
July 1, 1998                                                     
through June 30,                                                 
2000                          $163,737.00       $ 13,644.75         $ 17.25
                                                                 
July 1, 2000                                                     
through June 30,                                                 
2002                          $177,975.00       $ 14,831.25         $ 18.75
</TABLE>

<PAGE>   107

                                  EXHIBIT "B"

ONE BALA PLAZA                                                 DEMISED AREA PLAN
--------------------------------------------------------------------------------
                                                                    SECOND FLOOR

                               [GRAPHIC OMITTED]
<PAGE>   108

                               CONSENT OF LANDLORD
                            TO SUBLEASE AND AGREEMENT

      The Prudential Insurance Company of America, a New Jersey corporation
("Prudential") entered into a certain Lease (the "Lease"), dated November 14,
1996, with Manugistics, Inc., a Delaware corporation ("Sublessor"), pursuant to
which Prudential leased to Sublessor the premises known as Suite 208 (the
"Premises"), containing approximately 2,812 rentable square feet of space, in
the building known as One Bala Plaza (the "Building") located on land in Bala
Cynwyd, Lower Merion Township, Montgomery County, Pennsylvania (the "Property")
as more particularly described in the Lease.

      Bala Plaza, Inc., a Delaware corporation ("Landlord"), thereafter
succeeded to the right, title and interest of Prudential in and to the Building
and the Property, and all of Prudential's right, title and interest as the
"Landlord" under the Lease was assigned to Landlord.

      Sublessor now desires to sublease the Premises to Philadelphia
Consolidated Holding Corp., a Pennsylvania corporation ("Subtenant"), pursuant
to a certain Agreement of Sublease (the "Sublease"). Sublessor and Subtenant
have requested Landlord's consent to the Sublease, and, subject to the terms and
conditions set forth herein, Landlord is willing to grant such consent.
(Sublessor also desires to sub-sublease certain premises adjoining the Premises
to Subtenant, which premises are more fully described in that certain Sublease,
dated May 19, 1994, between Osteopathic Medical Center of Philadelphia, as
sublessor, and Sublessor, as subtenant, and Sublessor and Subtenant are
contemporaneously seeking Landlord's consent thereto. Such sub-sublease shall be
referred to herein as the "Sub-Sublease.")

      Landlord hereby consents to the execution by Sublessor and Subtenant of
the Sublease attached hereto as Exhibit "A", and to use of the Premises for
general and administrative office purposes, upon the following terms, covenants,
and conditions to which all parties hereto agree to be bound:

      1. Upon the execution by Sublessor and Subtenant of the Sublease,
Sublessor shall deliver to Landlord a true copy of it. The parties hereto
acknowledge that the Sublease is subject to and subordinate to all provisions of
the Lease. Except to the extent set forth in Sections 3 and 11 below, nothing
therein shall be deemed a waiver of any of the terms of the Lease.

      2. The entry into the Sublease shall in no way be deemed to have waived or
modified Sublessor's obligation to perform all of the terms, covenants and
conditions of the Lease required to be performed by Sublessor, including without
limitation the obligation of Sublessor to pay rent thereunder. Nothing in the
Sublease shall in any way whatsoever expand the liability or obligations of
Landlord, whether to Sublessor, Subtenant or any other person or entity.
<PAGE>   109

      3. Any termination of the Lease for any cause whatever shall automatically
terminate the Sublease and all of Subtenant's rights thereunder; provided,
however, that Landlord shall provide copies to Subtenant of any default notices
delivered by Landlord to Sublessor pertaining to the Lease and shall permit
Subtenant to cure Sublessor's default provided such cure is accomplished on or
before the date which is two (2) business days after the expiration of any cure
period provided to Sublessor under the Lease (or, in the event there is no such
cure period, on or before the date which is two (2) business days after the date
of Landlord's default notice); provided further, however, that in the event of
any such termination Landlord shall recognize the rights of Subtenant under that
certain Second Amendment to Lease (the "Amendment"), dated of even date
herewith, between Landlord, as landlord, and Subtenant, as tenant, pursuant to
which the Premises will be added to, and become a part of, certain premises
leased by Subtenant directly from Landlord (under that certain lease, dated as
of August, 1995). In the event Landlord, for the account of Sublessor, takes
possession of the Premises without terminating the Lease following a default by
Sublessor thereunder and requires Subtenant to pay rent due under the Sublease
directly to Landlord (as more particularly set forth in Section 9 below), (i)
Landlord shall not be liable for any prepaid rents nor any security deposits
paid by Subtenant, (ii) Landlord shall not be subject to any offsets or defenses
that Subtenant might have against Sublessor, (iii) Landlord shall not be liable
for any concessions or allowances that Sublessor has agreed to grant or give,
(iv) Landlord shall not be liable for any other defaults of Sublessor under the
Sublease, and (v) Subtenant shall attorn to Landlord upon Landlord's request.

      In the event Subtenant cures a default of Sublessor in accordance with the
preceding paragraph, such cure shall not constitute a waiver of such default,
and Subtenant shall be subrogated to all rights and remedies which Landlord has
or may have under the Lease.

      4. Except as set forth in Section 3 above, Subtenant shall have no rights
against Landlord by reason of this Consent and Agreement, and all of Subtenant's
rights and liabilities shall derive from the terms of the Sublease or Amendment,
as applicable.

      5. This Consent and Agreement shall not be deemed an expressed or implied
affirmation or representation of any factual statements or recitations contained
in the Sublease, whether relating to the Lease or otherwise, it being understood
that Subtenant is fully responsible for reviewing and familiarizing itself with
all of the terms and conditions of the Lease.

      6. The Sublease may not be assigned or amended, nor may the Premises be
further subleased, without the consent of Landlord. This Consent and Agreement
shall not constitute a waiver of the provisions of the Lease regarding
assignment and subletting without the prior written consent of Landlord, and
Landlord reserves the right to withhold its consent to any future sublease or
assignment in accordance with such provisions.

      7. Under no circumstances may Sublessor require Subtenant or, except as
set forth in Section 3 above, may Subtenant on its own, perform its obligations
under the Sublease directly to Landlord, including without limitation paying any
rent due under the Sublease directly to


                                       2
<PAGE>   110

Landlord, without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole and absolute discretion. Notwithstanding the
foregoing, (i) Subtenant shall pay directly to Landlord any charges incurred by
or imposed upon Subtenant for services rendered or materials supplied to the
Premises (excluding charges for additional rent due under Article 5 of the
Lease), (ii) Subtenant shall be liable, jointly and severally with Sublessor,
for all charges accruing on and after the Commencement Date (as defined in the
Sublease) imposed in connection with the services described in Article 5 of the
Lease (and which Landlord may require Subtenant to pay directly to Landlord
pursuant to Section 9 below), and (iii) except as set forth in Section 3 above,
the acceptance by Landlord of payment for the charges described in clause (i) or
(ii) (or any other payment) from Subtenant, or from anyone else liable under the
Lease, shall not be deemed a waiver by Landlord of any provisions of the Lease
or this Consent and Agreement.

      8. Subject to the provisions of this Section, Sublessor hereby assigns and
transfers to Landlord Sublessor's interest in all rentals and income arising
from the Sublease. Landlord, by executing this document, agrees that until a
default shall occur in the performance of Sublessor's obligations under the
Lease, Sublessor may receive, collect and enjoy the rents accruing under the
Sublease (except to the extent Landlord is entitled to a portion thereof under
the terms of the Lease). However, if Sublessor defaults under the Lease, then
Landlord may, at its option, receive and collect, directly from Subtenant, all
rent owing and to be owed under the Sublease. Landlord shall not by reason of
this assignment of the rentals and income arising from the Sublease, nor by
reason of the collection of the rents from Subtenant be deemed liable to
Subtenant for any failure of Sublessor to perform and comply with any
obligations of Sublessor under the Sublease.

      9. Sublessor hereby irrevocably authorizes and directs Subtenant, upon
receipt of any written notice from Landlord stating that a default exists in the
performance of Sublessor's obligations under the Lease, to pay to Landlord the
rents due and to become due under the Sublease. (Landlord acknowledges that it
shall not deliver such statement and request if Subtenant cures Sublessor's
default within the two (2) business day period described in Section 3 above.)
Sublessor agrees that Subtenant shall have the right to rely upon any such
statement and request from Landlord, and that Subtenant shall pay such rents to
Landlord without any obligation or rights to inquire as to whether such default
exists and notwithstanding any notice from or claim from Sublessor to the
contrary, and Sublessor shall have no right or claim against Subtenant for any
such rents so paid by Subtenant. In the event Subtenant does elect to cure a
default by Sublessor under the Lease involving the payment of rent, Sublessor
agrees that the payment of rent due under the Lease to Landlord shall discharge
Subtenant's obligation to pay rent under the Sublease to Sublessor as if the
notice from Landlord contemplated by this Section 9 had been given (unless it is
subsequently determined that such rent was not due to Landlord).

      10. Sublessor's obligation to indemnify and hold Landlord harmless as set
forth in Section 16 of the Lease shall include indemnification from any damages,
claims, fines, penalties, costs or expenses arising from or in connection with
the use and occupancy of the Premises, or any portion thereof, by Subtenant, its
agents, employees or contractors.


                                       3
<PAGE>   111

      11. Except for any telecommunications lines or computer cabling presently
existing in the Premises, which Subtenant shall be obligated to remove if
Landlord so requires in accordance with the Lease, Landlord hereby agrees that
as of the date hereof there are no existing alterations to the Premises that
must be removed upon the expiration of the Sublease. With respect to any future
alterations, Sublessor authorizes Landlord to approve, on behalf of Sublessor,
any alterations to the Premises proposed by Subtenant. In the event Landlord
gives such approval (which shall be governed by the applicable provisions of the
Lease), then Sublessor shall be deemed to have approved such alterations as
well, so long as they are typical office space alterations. Notwithstanding any
such approval, Subtenant shall be obligated to remove the same if Landlord so
requires in accordance with the Lease.

      12. To the extent there are any conflicts between the terms of the
Sublease and this Consent and Agreement, the terms of this Consent and Agreement
shall control.

      13. Sublessor shall be liable for all costs and expenses incurred by
Landlord in connection with the Sublease, including without limitation the
reasonable legal fees and administrative expenses incurred in connection with
this Consent and Agreement, which costs and expenses are equal to $3,750.

      14. Copies of all notices to be given by Sublessor and Subtenant under the
Sublease shall be provided to Landlord via United States mail or via a
nationally recognized overnight courier (such as Federal Express) at the
following address:

                  Bala Plaza, Inc.
                  c/o Tower Realty Management Corporation
                  255 Shoreline Drive, Suite 600
                  Redwood City, California 94065
                  Attention: Bala Plaza Asset Manager

             With a copy to:

                  Tower Realty Management Corporation
                  One Bala Plaza
                  Suite 501
                  Bala Cynwyd, PA 19004
                  Attention: Property Manager

or to such other person at such other address designated by notice sent to
Sublessor and Subtenant. Notices delivered by overnight courier shall be deemed
given upon receipt. Mailed notices shall be sent by United States certified or
registered mail, postage prepaid, return receipt requested. Such notice shall be
deemed to have been given three (3) business days after posting in the United
States mail.


                                       4
<PAGE>   112

      Landlord shall provide to Subtenant copies of all notices given by
Landlord to Sublessor under the Lease at the address set forth in the Sublease
or such other address designated by notice sent to Landlord by Subtenant.

      15. Sublessor shall indemnify and hold Landlord harmless against all
costs, expenses, attorneys' fees, and other liability for commissions or other
compensation claimed by any broker or finder in connection with the sublease of
the Premises.

      16. Landlord, Sublessor and Subtenant agree that, notwithstanding any
provision of this Consent and Agreement to the contrary, all rights and
obligations of each of them hereunder, and Landlord's consent to the Sublease,
are contingent upon (a) the execution and delivery by Sublessor and Subtenant of
the Sub-Sublease, (b) the execution and delivery by Landlord, Osteopathic
Medical Center of Philadelphia, Sublessor and Subtenant of the Consent and
Agreement related thereto, and (c) the execution and delivery by Landlord and
Subtenant of the Amendment. Six duplicate originals of each such document shall
be executed by all parties other than Landlord and delivered to Landlord (but
shall not be binding upon Landlord until executed and returned). Upon Landlord's
execution of same, Landlord shall arrange for delivery thereof and confirm in
writing that the contingency set forth in this Section 16 has been satisfied.


                                       5
<PAGE>   113

       IN WITNESS WHEREOF, Landlord, Sublessor and Subtenant have executed this
Consent and Agreement as of the 6th day of July, 1998.

                                     Landlord:

                                     BALA PLAZA, INC.

                                     By: /s/ Joe Grubb
                                         ---------------------------------------
                                         Name: Joe Grubb
                                         Title: Its Authorized Signatory

(Corporate Seal)

                                     Attest: /s/ Tim Cahill
                                         ---------------------------------------
                                         Name: Tim Cahill
                                         Title: Its Authorized Signatory


                                     Sublessor:

                                     MANUGISTICS, INC.

                                     By: /s/ Kenneth S. Thompson
                                         ---------------------------------------
                                         Name:  Kenneth S. Thompson
                                         Title: Executive Vice President

(Corporate Seal)

                                     Attest: /s/ Peter Q. Repetti
                                         ---------------------------------------
                                         Name:  Peter Q. Repetti
                                         Title: Sr. Vice President, CFO

                                     Subtenant:

                                     PHILADELPHIA CONSOLIDATED
                                     HOLDINGS CORP.

                                     By: /s/ Jack T. Carballo
                                         ---------------------------------------
                                         Name:  Jack T. Carballo
                                         Title: Vice President

(Corporate Seal)

                                     Attest: /s/ Christine Kleppe
                                         ---------------------------------------
                                         Name:  Christine Kleppe
                                         Title: Administrative Assistant



                                       6
<PAGE>   114

                                    EXHIBIT A

                              AGREEMENT OF SUBLEASE

      This Agreement of Sublease ("Agreement") is made this ____ day of June,
1998, by and between MANUGISTICS, INC. ("Sublessor"), a Delaware corporation and
PHILADELPHIA CONSOLIDATED HOLDING CORP., a Pennsylvania corporation
("Subtenant").

                                   BACKGROUND

      A. By that certain Lease dated November 14, 1996 (the "Lease"), a copy of
which is attached hereto as Exhibit "A", between The Prudential Insurance
Company of America, a New Jersey corporation ("Prudential"), as landlord, and
Sublessor, as tenant, Sublessor leased from Prudential the premises known as
Suite 208 (the "Premises"), containing approximately 2,812 rentable square feet
of space, in the building known as One Bala Plaza (the "Building") located on
land in Bala Cynwyd, Lower Merion Township, Montgomery County, Pennsylvania (the
"Property"), as more particularly described in the Lease, at the rental and upon
the terms and conditions set forth in the Lease. Bala Plaza, Inc., a Delaware
corporation ("Landlord"), thereafter succeeded to the right, title and interest
of Prudential in and to the Building and the Property, and all of Prudential's
right, title and interest as the "Landlord" under the Lease was assigned to
Landlord.

      B. Sublessor desires to sublease the Premises to Subtenant, upon the terms
and conditions set forth herein. The Premises is substantially shown on Exhibit
"B" attached hereto.

      C. Sublessor also desires to sub-sublease certain premises adjoining the
Premises to Subtenant, which premises are more fully described in that certain
Sublease, dated May 19, 1994, between Osteopathic Medical Center of
Philadelphia, as sublessor, and Sublessor, as subtenant, and Sublessor and
Subtenant are contemporaneously seeking Landlord's consent thereto. Such
sub-sublease shall be referred to herein as the "Sub-Sublease."

      D. Capitalized terms used in this Agreement and not otherwise defined in
this Agreement shall have the meanings established in the Lease.

      NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto, intending to be legally bound hereby, do covenant and agree as
follows:

      1. Premises. Sublessor hereby leases to Subtenant, and Subtenant hereby
subleases from Sublessor, the Premises, for the period commencing July 1, 1998
("Commencement Date") and ending on June 30, 2002 ("Expiration Date") upon the
terms and conditions set forth herein and at all times subject to the Lease. The
"Rent Commencement Date" shall be August 1, 1998. Subtenant, for the benefit of
Sublessor and Landlord, hereby agrees that the Lease (other than Section 45
thereof) is incorporated herein by reference, and Subtenant agrees further to be
bound by all of the terms, covenants and conditions on the part of "Tenant" to
be done, performed and observed under the Lease; provided, however, that (i)
nothing herein shall bind Subtenant to the


                                       A-1
<PAGE>   115

obligations of Sublessor under the Lease with respect to the amount of rent and
additional rent (which amounts shall be as set forth in Sections 2 and 3 hereof
and shall be paid by Subtenant to Sublessor), and (ii) if Landlord approves any
of Subtenant's proposed alterations to the Premises, then Sublessor shall be
deemed to have approved such alterations, so long as they are typical office
space alterations (but Subtenant shall be obligated to remove the same if
Landlord so requires in accordance with the Lease).

      This Agreement is contingent upon obtaining the prior written consent of
Landlord. If such consent is not obtained by July 15, 1998, this Agreement shall
be null and void.

      Sublessor shall deliver possession of the Premises to Subtenant, and
Subtenant shall accept possession of the Premises, in its "as is" condition,
without requiring any alterations, improvements or decorations to be made by
Sublessor or at Sublessor's expense; provided, however, that Sublessor shall
remove all existing workstations and any other furniture or equipment located at
the Premises.

       2. Rent. Commencing on the Rent Commencement Date, Subtenant shall pay
Sublessor base rent ("Base Rent") as follows:
                                                      ANNUAL BASE RENT
                                     MONTHLY BASE    PER RENTABLE SQUARE
PERIOD                                   RENT               FOOT
------                                   ----               ----
August 1, 1998 to and                 $4,335.17         $   18.50
including June 30, 1999

July 1, 1999 to and including         $4,452.33         $   19.00
June 30, 2000

July 1, 2000 to and including         $4,569.50         $   19.50
June 30, 2001

July 1, 2001 to and including         $4,686.67         $   20.00
June 29, 2002

      Monthly Base Rent shall be payable in advance, on the first day of each
month during said term, to Sublessor, at 2115 East Jefferson Street, Rockville,
Maryland 20852, Attention: _______________; or such other place as Sublessor may
designate, without any set off, counterclaim or deduction whatsoever, except
that Subtenant shall pay the first monthly installment within three (3) business
days after Landlord's approval of this Sublease.

      If the obligation of Subtenant to pay rent hereunder begins on a day other
than on the first day of a calendar month, rent from such date until the first
day of the following calendar month shall be prorated at the rate of
one-thirtieth (1/30th) of the monthly installment for each day payable in
advance.


                                      A-2
<PAGE>   116

      3. Additional Rent. Commencing on the Commencement Date, Subtenant shall
pay to Sublessor, as additional rent hereunder, one hundred percent (100%) of
all additional rent obligations of Sublessor pursuant to Article 5 of the Lease
in accordance with the terms thereof (and Sublessor shall forthwith pay the same
to Landlord); provided, however, that the Base Year for determining such
additional rent shall be calendar year 1998.

      4. Overdue Interest. If Subtenant fails to pay any installment of rent or
additional rent under Sections 2 and 3 of this Agreement, respectively, and such
failure continues for a period of five (5) days after it is due and payable,
Subtenant shall pay Sublessor interest at the rate of eighteen percent (18%) per
annum or, if same is usurious, the highest legal rate (as applicable, the
"Default Rate").

      5. Use. Subtenant shall use and occupy the Premises as general and
administrative offices and for no other purposes. Subtenant shall comply with
all applicable laws (as more particularly set forth in Section 30 of the Lease).
Subtenant, at its expense, shall maintain and repair the Premises and the
fixtures and equipment therein or appurtenant thereto in first class condition
and repair, will suffer no waste or injury thereto, and at the expiration or
other termination of this Agreement, Subtenant shall surrender the Premises
broom clean and in the same order and condition as on the Commencement Date,
excepting (i) ordinary wear and tear, (ii) casualty not required to be insured
by Subtenant, (iii) condemnation, and (iv) alterations which Subtenant is not
required by Landlord to remove.

      6. Assignment and Sublease. Subtenant agrees not to assign, mortgage,
pledge or otherwise encumber this Agreement, nor to sublet the Premises or any
part thereof, without in each instance obtaining the prior written consent of
Landlord and Sublessor. Notwithstanding the foregoing, without the consent of
Landlord or Sublessor but upon notice to both, Subtenant may assign this
Agreement to its parent, affiliate or subsidiary, or to a corporation which is a
successor to Subtenant by merger or consolidation or by acquisition of all or
substantially all of the assets or stock of Subtenant, provided that (i) the
assignment also covers all of Subtenant's rights, titles and interests in, to
and under each of (A) the Sub-Sublease and (B) that certain lease (the
"Philadelphia Insurance Lease"), dated as of August, 1995, between Landlord, as
landlord, and Subtenant, as tenant, pursuant to which certain premises are
leased by Subtenant directly from Landlord (and the sublease and consent
referenced in Article 49 thereof), (ii) the assignee assumes, in full, the
obligations of Subtenant under the Sub-Sublease and the Philadelphia Insurance
Lease (and the sublease and consent referenced in Article 49 thereof), and (iii)
such assignment shall be under and subject to the terms of this Agreement, the
Sub-Sublease and the Philadelphia Insurance Lease (and the sublease and consent
referenced in Article 49 thereof), as applicable, and shall not relieve
Subtenant of any of its obligations under this Agreement, the Sub-Sublease and
the Philadelphia Insurance Lease (and the sublease and consent referenced in
Article 49 thereof).

      7. Services. Notwithstanding anything in this Agreement to the contrary,
Subtenant agrees that Sublessor shall not be obligated to furnish for Subtenant
any services of any nature


                                      A-3
<PAGE>   117

whatsoever, including, without limitation, the furnishing of heat, electrical
energy, air conditioning, elevator service, cleaning, window washing, or rubbish
removal services. Subtenant, however, shall be entitled to enjoy such services
to the extent they are provided by Landlord pursuant to the terms of the Lease.

      8. Insurance.

            a. Subtenant shall maintain at its expense during the term of this
Sublease with respect to the Premises and Subtenant's use thereof and of the
Property:

                  (1) Worker's Compensation Insurance in the amounts required by
statute, and Employer Liability Insurance in at least the following amounts: (a)
Bodily Injury by Accident - $500,000 per accident, (b) Bodily Injury by Disease
- $500,000 per employee, and (c) Aggregate Limit - $500,000 per policy year.

                  (2) Property Damage Insurance for the protection of Subtenant
and Sublessor, as their interests may appear, covering any alterations or
improvements in excess of those contemplated by Section 2(b) above, Subtenant's
personal property, business records, fixtures and equipment, and other insurable
risks in amounts not less than the full insurable replacement cost of such
property and full insurable value of such other interests of Subtenant, with
coverage at least as broad as the most recent editions published by Insurance
Services Office, Inc. or any successor organization ("ISO"), of: (a) Building
and Personal Property Coverage Form (CP0010), (b) Causes of Special Loss Form
(CP1030), and (c) Sprinkler Leakage - Earthquake Extension (CP1039).

                  (3) Liability insurance as follows: (I) Commercial General
Liability Insurance ("CGL") at least as broad as the most recent ISO edition of
Commercial General Liability Coverage Form (CGOOO1) with limits of at least the
following amounts: (a) Death or Bodily Injury - $1,000,000, (b) Property Damage
or Destruction (including loss of use thereof) - $1,000,000, (c)
Products/Completed Operations - $1,000,000, (d) Personal or Advertising injury -
$1,000,000, (e) Each Occurrence Limit - $1,000,000, and (f) General Aggregate
Limit - $2,000,000 per policy year, and (II) Umbrella Liability Insurance with a
limit of at least $15,000,000 (which may be carried in one or more policies).
Such CGL and Umbrella policies shall include endorsements: (1) for contractual
liability covering Subtenant's indemnity obligations under this Lease, and (2)
adding Sublessor, Landlord, the management company for the Property, and any
other parties reasonably designated by Sublessor, as Additional Insureds, on a
form at least as broad as the most recent edition of Additional Insured -
Manager or Lessor of Premises Endorsement Form (CG2O11) published by ISO.

            b. Upon the request of Sublessor from time to time during the term
of this Sublease, Subtenant shall provide Sublessor with certificates evidencing
the coverage required hereunder. Such certificates shall: (i) be on ACORD Form
27 or such other form approved or required by Sublessor, (ii) state that such
insurance coverage may not be changed, canceled or


                                      A-4
<PAGE>   118

non-renewed without at least thirty (30) days' prior written notice to
Sublessor, and (iii) include, as attachments, duplicate originals or copies of
the Additional Insured endorsements to Subtenant's CGL policy required above
(once the same are provided to Tenant). Subtenant shall provide renewal
certificates to Sublessor at least thirty (30) days prior to expiration of such
policies. Except as expressly provided to the contrary herein, coverage
hereunder shall apply to events occurring during the policy year regardless of
when a claim is made. Sublessor may periodically require that Subtenant
reasonably increase or expand the aforementioned coverage. Except as provided to
the contrary herein, any insurance carried by Sublessor or Subtenant shall be
for the sole benefit of the party carrying such insurance. If Subtenant obtains
insurance under "blanket policies," Subtenant shall obtain an endorsement
providing that the insurance limits required hereunder are not subject to
reduction or impairment by claims or losses at other locations. Subtenant's
insurance policies shall be primary to all policies of Sublessor and any other
Additional Insureds (whose policies shall be deemed excess and
non-contributory). All insurance required hereunder shall be provided by
responsible insurers licensed in the Commonwealth of Pennsylvania, and shall
have a general policy holder's rating of at least A and a financial rating of at
least IX in the then current edition of Best's Insurance Reports. The parties
mutually hereby waive all rights and claims against each other for all losses
covered by their respective insurance policies, and waive all rights of
subrogation of their respective insurers. The parties agree that their
respective insurance policies are now, or shall be, endorsed such that said
waiver of subrogation shall not affect the right of the insured to recover
thereunder. Sublessor disclaims any representation as to whether the foregoing
coverages will be adequate to protect Subtenant, and Subtenant agrees to carry
such additional coverage as may be necessary or appropriate.

      9. Hold Harmless. Neither Sublessor nor Subtenant shall do or cause to be
done, or suffer or permit any act or thing to be done, which may cause the Lease
to be canceled, terminated, forfeited or prejudiced or which may make the other
party liable for any damages, claims, fines, penalties, costs or expenses
thereunder. Each of the Sublessor and Subtenant shall indemnify and save
harmless the other from all suits, actions, judgments, damages, claims,
liabilities, awards, losses, fines penalties, costs, charges and expenses,
including attorneys fees, that either may sustain by reason of the other's
failure to perform the terms of this Agreement or the Lease or by reason of the
breach by the other of any of the terms, covenants or conditions of this
Agreement or the Lease except those arising out of the negligent acts or
omissions of the party being indemnified.

      Without limiting the generality of the preceding paragraph, Sublessor
agrees that, in the event Sublessor defaults under the Lease (beyond any
applicable notice and cure period) and Subtenant cures such default by
performing Sublessor's obligation directly to Landlord, Subtenant's damages
shall include, without limitation, all sums paid by Subtenant in effectuating
such cure, together with interest at the Default Rate (unless it is subsequently
determined that such sums were not due to Landlord). Likewise, in the event the
Lease is terminated in accordance with the terms thereof, Subtenant's damages
shall include, without limitation, all sums paid by Subtenant in excess of those
due and owing under the Sublease (specifically


                                      A-5
<PAGE>   119

including rent), together with interest at the Default Rate (unless it is
subsequently determined that such sums were not due to Landlord).

      10. Defaults. The provisions of the Lease relating to defaults and
remedies (including without limitation the applicable notice and/or cure
periods) are incorporated herein by reference as a separate paragraph of this
Agreement and, for purposes of determining the parties defaults and remedies
hereunder, said provisions shall apply between Sublessor and Subtenant reading
"Landlord" to mean Sublessor and "Tenant" to mean Subtenant.

      11. Security Deposit. Simultaneously with the execution of this Agreement
by Subtenant, Subtenant shall deposit with Sublessor the sum of Four Thousand
Three Hundred Thirty-Five and 17/100ths Dollars ($4,335.17) (the "Security
Deposit") to be held by Sublessor without interest payable to Subtenant. The
Security Deposit shall be security for the payment and performance by Subtenant
of all Subtenant's obligations, covenants, conditions and agreement sunder this
Agreement. In the event of any default by Subtenant hereunder, Sublessor shall
have the right, but shall not be obligated, to apply all or any portion of the
Security Deposit to cure such default, in which event Subtenant shall be
obligated to promptly deposit with Sublessor that portion of the Security
Deposit used to cure such default. So long as Subtenant is not in default
hereunder, Sublessor shall return any unused portion of the Security Deposit to
Subtenant within thirty (30) days after expiration of the term of this
Agreement.

      12. Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns. This Agreement constitutes the entire
agreement between the parties hereto and may not be modified except by an
instrument in writing signed by the parties hereto.

      13. Notices. Whenever it shall be necessary or desirable for either party
to this Agreement to serve any notice or demand on the other party, such notice
or demand shall be served by certified mail, return receipt requested, or by
overnight courier (such as Federal Express), next day delivery, at the addresses
set forth above or at such other address as shall be designated by the parties
in accordance with this Section. Each party shall provide to the other copies of
all notices received by each from Landlord.

      14. Amendments. No amendments shall be made to this Agreement without the
prior written approval of Landlord in accordance with the terms of the Lease.

      15. Brokers. Subtenant represents to Sublessor that, other than EBI
Commercial and Grubb & Ellis (collectively, "Brokers"), Subtenant has not dealt
with any broker, finder or agent in connection with the Premises or the
negotiation and execution of this Sublease. Subtenant shall indemnify and hold
Sublessor harmless against all costs, expenses, attorneys' fees, and other
liability for commissions or other compensation claimed by any other broker,
finder or claiming by, through or under Subtenant. Sublessor represents to
Subtenant that, other than Brokers, Sublessor has not dealt with any broker,
finder or agent in connection with the Premises


                                      A-6
<PAGE>   120

or the negotiation and execution of this Sublease. Sublessor shall be
responsible for all commissions or other compensation owing to Brokers pursuant
to separate agreements and shall indemnify and hold Subtenant harmless against
all costs, expenses, attorneys' fees, and other liability for commissions or
other compensation claimed by any broker, finder or agent claiming by, through
or under Sublessor, including without limitation Brokers.


                                      A-7
<PAGE>   121

      IN WITNESS WHEREOF, Sublessor and Subtenant have executed this Agreement
of Sublease as of the date first above written.

                                     Sublessor:

                                     MANUGISTICS, INC., a Delaware
                                     corporation

                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:

(Corporate Seal)

                                     Attest:
                                            ------------------------------------
                                            Name:
                                            Title:

                                     Subtenant:

                                     PHILADELPHIA CONSOLIDATED HOLDING CORP., a
                                     Pennsylvania corporation

                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:

(Corporate Seal)

                                     Attest:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      A-8
<PAGE>   122

                                   EXHIBIT "A"

                             [Attach Copy of Lease]


                                      A-9
<PAGE>   123

                                   EXHIBIT "B"

                            [Attach Plan of Premises]


                                      A-10
<PAGE>   124

                              AGREEMENT OF SUBLEASE

      This Agreement of Sublease ("Agreement") is made this 6th day of July,
1998 by and between MANUGISTICS, INC. ("Sublessor"), a Delaware corporation and
PHILADELPHIA CONSOLIDATED HOLDING CORP., a Pennsylvania corporation
("Subtenant").

                                   BACKGROUND

      A. By that certain Lease dated November 14, 1996 (the "Lease"), a copy of
which is attached hereto as Exhibit "A", between The Prudential Insurance
Company of America, a New Jersey corporation ("Prudential"), as landlord, and
Sublessor, as tenant, Sublessor leased from Prudential the premises known as
Suite 208 (the "Premises"), containing approximately 2,812 rentable square feet
of space, in the building known as One Bala Plaza (the "Building") located on
land in Bala Cynwyd, Lower Merion Township, Montgomery County, Pennsylvania (the
"Property"), as more particularly described in the Lease, at the rental and upon
the terms and conditions set forth in the Lease. Bala Plaza, Inc., a Delaware
corporation ("Landlord"), thereafter succeeded to the right, title and interest
of Prudential in and to the Building and the Property, and all of Prudential's
right, title and interest as the "Landlord" under the Lease was assigned to
Landlord.

      B. Sublessor desires to sublease the Premises to Subtenant, upon the terms
and conditions set forth herein. The Premises is substantially shown on Exhibit
"B" attached hereto.

      C. Sublessor also desires to sub-sublease certain premises adjoining the
Premises to Subtenant, which premises are more fully described in that certain
Sublease, dated May 19, 1994, between Osteopathic Medical Center of
Philadelphia, as sublessor, and Sublessor, as subtenant, and Sublessor and
Subtenant are contemporaneously seeking Landlord's consent thereto. Such
sub-sublease shall be referred to herein as the "Sub-Sublease."

      D. Capitalized terms used in this Agreement and not otherwise defined in
this Agreement shall have the meanings established in the Lease.

      NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto, intending to be legally bound hereby, do covenant and agree as
follows:

      1. Premises. Sublessor hereby leases to Subtenant, and Subtenant hereby
subleases from Sublessor, the Premises, for the period commencing July 1, 1998
("Commencement Date") and ending on June 30, 2002 ("Expiration Date") upon the
terms and conditions set forth herein and at all times subject to the Lease. The
"Rent Commencement Date" shall be August 1, 1998. Subtenant, for the benefit of
Sublessor and Landlord, hereby agrees that the Lease (other than Section 45
thereof) is incorporated herein by reference, and Subtenant agrees further to be
bound by all of the terms, covenants and conditions on the part of "Tenant" to
be done, performed and observed under the Lease; provided, however, that (i)
nothing herein shall bind Subtenant to the
<PAGE>   125

obligations of Sublessor under the Lease with respect to the amount of rent and
additional rent (which amounts shall be as set forth in Sections 2 and 3 hereof
and shall be paid by Subtenant to Sublessor), and (ii) if Landlord approves any
of Subtenant's proposed alterations to the Premises, then Sublessor shall be
deemed to have approved such alterations, so long as they are typical office
space alterations (but Subtenant shall be obligated to remove the same if
Landlord so requires in accordance with the Lease).

      This Agreement is contingent upon obtaining the prior written consent of
Landlord. If such consent is not obtained by July 15, 1998, this Agreement shall
be null and void.

      Sublessor shall deliver possession of the Premises to Subtenant, and
Subtenant shall accept possession of the Premises, in its "as is" condition,
without requiring any alterations, improvements or decorations to be made by
Sublessor or at Sublessor's expense; provided, however, that Sublessor shall
remove all existing workstations and any other furniture or equipment located at
the Premises.

      2. Rent. Commencing on the Rent Commencement Date, Subtenant shall pay
Sublessor base rent ("Base Rent") as follows:

<TABLE>
<CAPTION>
                                                               ANNUAL BASE RENT
                                        MONTHLY BASE         PER RENTABLE SQUARE
PERIOD                                      RENT                    FOOT
------                                      ----                    ----
<S>                                      <C>                       <C>   
August l, l998 to and                    $4,335.17                 $18.50
including June 30, 1999                                         
                                                                
July 1, 1999 to and including            $4,452.33                 $19.00
June 30, 2000                                                   
                                                                
July 1, 2000 to and including            $4,569.50                 $19.50
June 30, 2001                                                   
                                                                
July 1, 2001 to and including            $4,686.67                 $20.00
June 29, 2002                                               
</TABLE>

      Monthly Base Rent shall be payable in advance, on the first day of each
month during said term, to Sublessor, at 2115 East Jefferson Street, Rockville,
Maryland 20852, Attention: Real Estate/Lease Administrator; or such other place
as Sublessor may designate, without any set off, counterclaim or deduction
whatsoever, except that Subtenant shall pay the first monthly installment within
three (3) business days after Landlord's approval of this Sublease.

      If the obligation of Subtenant to pay rent hereunder begins on a day other
than on the first day of a calendar month, rent from such date until the first
day of the following calendar month shall be prorated at the rate of
one-thirtieth (1/30th) of the monthly installment for each day payable in
advance.


                                       2
<PAGE>   126

      3. Additional Rent. Commencing on the Commencement Date, Subtenant shall
pay to Sublessor, as additional rent hereunder, one hundred percent (100%) of
all additional rent obligations of Sublessor pursuant to Article 5 of the Lease
in accordance with the terms thereof (and Sublessor shall forthwith pay the same
to Landlord); provided, however, that the Base Year for determining such
additional rent shall be calendar year 1998.

      4. Overdue Interest. If Subtenant fails to pay any installment of rent or
additional rent under Sections 2 and 3 of this Agreement, respectively, and such
failure continues for a period of five (5) days after it is due and payable,
Subtenant shall pay Sublessor interest at the rate of eighteen percent (18%) per
annum or, if same is usurious, the highest legal rate (as applicable, the
"Default Rate").

      5. Use. Subtenant shall use and occupy the Premises as general and
administrative offices and for no other purposes. Subtenant shall comply with
all applicable laws (as more particularly set forth in Section 30 of the Lease).
Subtenant, at its expense, shall maintain and repair the Premises and the
fixtures and equipment therein or appurtenant thereto in first class condition
and repair, will suffer no waste or injury thereto, and at the expiration or
other termination of this Agreement, Subtenant shall surrender the Premises
broom clean and in the same order and condition as on the Commencement Date,
excepting (i) ordinary wear and tear, (ii) casualty not required to be insured
by Subtenant, (iii) condemnation, and (iv) alterations which Subtenant is not
required by Landlord to remove.

      6. Assignment and Sublease. Subtenant agrees not to assign, mortgage,
pledge or otherwise encumber this Agreement, nor to sublet the Premises or any
part thereof, without in each instance obtaining the prior written consent of
Landlord and Sublessor. Notwithstanding the foregoing, without the consent of
Landlord or Sublessor but upon notice to both, Subtenant may assign this
Agreement to its parent, affiliate or subsidiary, or to a corporation which is a
successor to Subtenant by merger or consolidation or by acquisition of all or
substantially all of the assets or stock of Subtenant, provided that (i) the
assignment also covers all of Subtenant's rights, titles and interests in, to
and under each of (A) the Sub-Sublease and (B) that certain lease (the
"Philadelphia Insurance Lease"), dated as of August, 1995, between Landlord, as
landlord, and Subtenant, as tenant, pursuant to which certain premises are
leased by Subtenant directly from Landlord (and the sublease and consent
referenced in Article 49 thereof), (ii) the assignee assumes, in full, the
obligations of Subtenant under the Sub-Sublease and the Philadelphia Insurance
Lease (and the sublease and consent referenced in Article 49 thereof), and (iii)
such assignment shall be under and subject to the terms of this Agreement, the
Sub-Sublease and the Philadelphia Insurance Lease (and the sublease and consent
referenced in Article 49 thereof), as applicable, and shall not relieve
Subtenant of any of its obligations under this Agreement, the Sub-Sublease and
the Philadelphia Insurance Lease (and the sublease and consent referenced in
Article 49 thereof).

      7. Services. Notwithstanding anything in this Agreement to the contrary,
Subtenant agrees that Sublessor shall not be obligated to furnish for Subtenant
any services of any nature


                                       3
<PAGE>   127

whatsoever, including, without limitation, the furnishing of heat, electrical
energy, air conditioning, elevator service, cleaning, window washing, or rubbish
removal services. Subtenant, however, shall be entitled to enjoy such services
to the extent they are provided by Landlord pursuant to the terms of the Lease.

      8. Insurance.

            a. Subtenant shall maintain at its expense during the term of this
Sublease with respect to the Premises and Subtenant's use thereof and of the
Property:

                  (1) Worker's Compensation Insurance in the amounts required by
statute, and Employer Liability Insurance in at least the following amounts: (a)
Bodily Injury by Accident - $500,000 per accident, (b) Bodily Injury by Disease
- $500,000 per employee, and (c) Aggregate Limit - $500,000 per policy year.

                  (2) Property Damage Insurance for the protection of Subtenant
and Sublessor, as their interests may appear, covering any alterations or
improvements in excess of those contemplated by Section 2(b) above, Subtenant's
personal property, business records, fixtures and equipment, and other insurable
risks in amounts not less than the full insurable replacement cost of such
property and full insurable value of such other interests of Subtenant, with
coverage at least as broad as the most recent editions published by Insurance
Services Office, Inc. or any successor organization ("ISO"), of: (a) Building
and Personal Property Coverage Form (CP00l0), (b) Causes of Special Loss Form
(CP1030), and (c) Sprinkler Leakage - Earthquake Extension (CP1039).

                  (3) Liability insurance as follows: (I) Commercial General
Liability Insurance ("CGL") at least as broad as the most recent ISO edition of
Commercial General Liability Coverage Form (CG0001) with limits of at least the
following amounts: (a) Death or Bodily Injury - $1,000,000, (b) Property Damage
or Destruction (including loss of use thereof) - $1,000,000, (c)
Products/Completed Operations - $1,000,000, (d) Personal or Advertising injury -
$1,000,000, (e) Each Occurrence Limit - $1,000,000, and (f) General Aggregate
Limit - $2,000,000 per policy year, and (II) Umbrella Liability Insurance with a
limit of at least $15,000,000 (which may be carried in one or more policies).
Such CGL and Umbrella policies shall include endorsements: (1) for contractual
liability covering Subtenant's indemnity obligations under this Lease, and (2)
adding Sublessor, Landlord, the management company for the Property, and any
other parties reasonably designated by Sublessor, as Additional Insureds, on a
form at least as broad as the most recent edition of Additional Insured -
Manager or Lessor of Premises Endorsement Form (CG2011) published by ISO.

            b. Upon the request of Sublessor from time to time during the term
of this Sublease, Subtenant shall provide Sublessor with certificates evidencing
the coverage required hereunder. Such certificates shall: (i) be on ACORD Form
27 or such other form approved or required by Sublessor, (ii) state that such
insurance coverage may not be changed, canceled or


                                       4
<PAGE>   128

non-renewed without at least thirty (30) days' prior written notice to
Sublessor, and (iii) include, as attachments, duplicate originals or copies of
the Additional Insured endorsements to Subtenant's CGL policy required above
(once the same are provided to Tenant). Subtenant shall provide renewal
certificates to Sublessor at least thirty (30) days prior to expiration of such
policies. Except as expressly provided to the contrary herein, coverage
hereunder shall apply to events occurring during the policy year regardless of
when a claim is made. Sublessor may periodically require that Subtenant
reasonably increase or expand the aforementioned coverage. Except as provided to
the contrary herein, any insurance carried by Sublessor or Subtenant shall be
for the sole benefit of the party carrying such insurance. If Subtenant obtains
insurance under "blanket policies," Subtenant shall obtain an endorsement
providing that the insurance limits required hereunder are not subject to
reduction or impairment by claims or losses at other locations. Subtenant's
insurance policies shall be primary to all policies of Sublessor and any other
Additional Insureds (whose policies shall be deemed excess and
non-contributory). All insurance required hereunder shall be provided by
responsible insurers licensed in the Commonwealth of Pennsylvania, and shall
have a general policy holder's rating of at least A and a financial rating of at
least IX in the then current edition of Best's Insurance Reports. The parties
mutually hereby waive all rights and claims against each other for all losses
covered by their respective insurance policies, and waive all rights of
subrogation of their respective insurers. The parties agree that their
respective insurance policies are now, or shall be, endorsed such that said
waiver of subrogation shall not affect the right of the insured to recover
thereunder. Sublessor disclaims any representation as to whether the foregoing
coverages will be adequate to protect Subtenant, and Subtenant agrees to carry
such additional coverage as may be necessary or appropriate.

      9. Hold Harmless. Neither Sublessor nor Subtenant shall do or cause to be
done, or suffer or permit any act or thing to be done, which may cause the Lease
to be canceled, terminated, forfeited or prejudiced or which may make the other
party liable for any damages, claims, fines, penalties, costs or expenses
thereunder. Each of the Sublessor and Subtenant shall indemnify and save
harmless the other from all suits, actions, judgments, damages, claims,
liabilities, awards, losses, fines penalties, costs, charges and expenses,
including attorneys fees, that either may sustain by reason of the other's
failure to perform the terms of this Agreement or the Lease or by reason of the
breach by the other of any of the terms, covenants or conditions of this
Agreement or the Lease except those arising out of the negligent acts or
omissions of the party being indemnified.

      Without limiting the generality of the preceding paragraph, Sublessor
agrees that, in the event Sublessor defaults under the Lease (beyond any
applicable notice and cure period) and Subtenant cures such default by
performing Sublessor's obligation directly to Landlord, Subtenant's damages
shall include, without limitation, all sums paid by Subtenant in effectuating
such cure, together with interest at the Default Rate (unless it is subsequently
determined that such sums were not due to Landlord). Likewise, in the event the
Lease is terminated in accordance with the terms thereof, Subtenant's damages
shall include, without limitation, all sums paid by Subtenant in excess of those
due and owing under the Sublease (specifically 


                                       5
<PAGE>   129

including rent), together with interest at the Default Rate (unless it is
subsequently determined that such sums were not due to Landlord).

      10. Defaults. The provisions of the Lease relating to defaults and
remedies (including without limitation the applicable notice and/or cure
periods) are incorporated herein by reference as a separate paragraph of this
Agreement and, for purposes of determining the parties defaults and remedies
hereunder, said provisions shall apply between Sublessor and Subtenant reading
"Landlord" to mean Sublessor and "Tenant" to mean Subtenant.

      11. Security Deposit. Simultaneously with the execution of this Agreement
by Subtenant, Subtenant shall deposit with Sublessor the sum of Four Thousand
Three Hundred Thirty-Five and 17/100ths Dollars ($4,335.17) (the "Security
Deposit") to be held by Sublessor without interest payable to Subtenant. The
Security Deposit shall be security for the payment and performance by Subtenant
of all Subtenant's obligations, covenants, conditions and agreements under this
Agreement. In the event of any default by Subtenant hereunder, Sublessor shall
have the right, but shall not be obligated, to apply all or any portion of the
Security Deposit to cure such default, in which event Subtenant shall be
obligated to promptly deposit with Sublessor that portion of the Security
Deposit used to cure such default. So long as Subtenant is not in default
hereunder, Sublessor shall return any unused portion of the Security Deposit to
Subtenant within thirty (30) days after expiration of the term of this
Agreement.

      12. Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns. This Agreement constitutes the entire
agreement between the parties hereto and may not be modified except by an
instrument in writing signed by the parties hereto.

      13. Notices. Whenever it shall be necessary or desirable for either party
to this Agreement to serve any notice or demand on the other party, such notice
or demand shall be served by certified mail, return receipt requested, or by
overnight courier (such as Federal Express), next day delivery, at the addresses
set forth above or at such other address as shall be designated by the parties
in accordance with this Section. Each party shall provide to the other copies of
all notices received by each from Landlord.

      14. Amendments. No amendments shall be made to this Agreement without the
prior written approval of Landlord in accordance with the terms of the Lease.

      15. Brokers. Subtenant represents to Sublessor that, other than EBI
Commercial and Grubb & Ellis (collectively, "Brokers"), Subtenant has not dealt
with any broker, finder or agent in connection with the Premises or the
negotiation and execution of this Sublease. Subtenant shall indemnify and hold
Sublessor harmless against all costs, expenses, attorneys' fees, and other
liability for commissions or other compensation claimed by any other broker,
finder or claiming by, through or under Subtenant. Sublessor represents to
Subtenant that, other than Brokers, Sublessor has not dealt with any broker,
finder or agent in connection with the Premises 


                                       6
<PAGE>   130

or the negotiation and execution of this Sublease. Sublessor shall be
responsible for all commissions or other compensation owing to Brokers pursuant
to separate agreements and shall indemnify and hold Subtenant harmless against
all costs, expenses, attorneys' fees, and other liability for commissions or
other compensation claimed by any broker, finder or agent claiming by, through
or under Sublessor, including without limitation Brokers. 


                                       7
<PAGE>   131

      IN WITNESS WHEREOF, Sublessor and Subtenant have executed this Agreement
of Sublease as of the date first above written.

                                        Sublessor:

                                        MANUGISTICS, INC., a Delaware
                                        corporation

                                        By: /s/ Kenneth S. Thompson
                                           ------------------------------------
                                           Name:  Kenneth S. Thompson
                                           Title: Executive Vice President
       (Corporate Seal)
                                        Attest: /s/ Peter Q. Repetti
                                               ---------------------------------
                                               Name:  Peter Q. Repetti
                                               Title: Sr. Vice President, CEO


                                        Subtenant:

                                        PHILADELPHIA CONSOLIDATED HOLDING
                                        CORP., a Pennsylvania corporation

                                        By: /s/ Jack T. Carballo
                                           ------------------------------------
                                            Name:  Jack T. Carballo
                                            Title: Vice President
       (Corporate Seal)
                                        Attest:  /s/ Christine Kleppe
                                               ---------------------------------
                                               Name:  Christine Kleppe
                                               Title: Administrative Assistant

                                        Attest:  /s/ Craig P. Keller
                                               ---------------------------------
                                               Name:  Craig P. Keller
                                               Title: Vice President


                                        8
<PAGE>   132

                                   EXHIBIT "A"

                             [Attach Copy of Lease]


                                       A-1
<PAGE>   133

                                      LEASE

                            BALA CYNWYD, PENNSYLVANIA

              BETWEEN THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,

                                  AS LANDLORD,

                                       AND

                               MANUGISTICS, INC.,

                                    AS TENANT
<PAGE>   134

                                TABLE OF ARTICLES
                               (Revised 11/14/96)
ARTICLE:                                                                   PAGE
  1.    Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  2.    Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  3.    Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  4.    Base Rent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  5.    Operating and Maintenance Costs and Real Estate Taxes
          Additional Rent  . . . . . . . . . . . . . . . . . . . . . . . . . 2
  6.    Late Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  7.    Use of Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  8.    Common Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  9.    Alterations and Trade Fixtures, Removal. . . . . . . . . . . . . . . 7
 10.    Mechanics' Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 9
 11.    Condition of Premises. . . . . . . . . . . . . . . . . . . . . . . .10
 12.    Building Services. . . . . . . . . . . . . . . . . . . . . . . . . .10
 13.    Assignment and Subletting  . . . . . . . . . . . . . . . . . . . . .12
 14.    Access to Premises . . . . . . . . . . . . . . . . . . . . . . . . .15
 15.    Repairs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
 16.    Indemnification of Landlord and Liability Insurance. . . . . . . . .16
 17.    Waiver of Claims . . . . . . . . . . . . . . . . . . . . . . . . . .18
 18.    Quiet Enjoyment  . . . . . . . . . . . . . . . . . . . . . . . . . .18
 19.    Negative Covenants of Tenant . . . . . . . . . . . . . . . . . . . .18
 20.    Fire or Other Casualty . . . . . . . . . . . . . . . . . . . . . . .19
 21.    Subordination  . . . . . . . . . . . . . . . . . . . . . . . . . . .20
 22.    Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
 23.    Estoppel Certificate . . . . . . . . . . . . . . . . . . . . . . . .21
 24.    Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
 25.    Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
 26.    Requirement of Strict Performance  . . . . . . . . . . . . . . . . .28
 27.    Relocation of Tenant . . . . . . . . . . . . . . . . . . . . . . . .28
 28.    Surrender of Premises; Holding Over. . . . . . . . . . . . . . . . .29
 29.    Delay in Possession  . . . . . . . . . . . . . . . . . . . . . . . .30
 30.    Compliance with Laws and Ordinances. . . . . . . . . . . . . . . . .30
 31.    Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
 32.    Warranty of Tenant . . . . . . . . . . . . . . . . . . . . . . . . .31
 33.    Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . . . .32
 34.    Landlord's Obligations . . . . . . . . . . . . . . . . . . . . . . .32
 35.    Landlord's Liability . . . . . . . . . . . . . . . . . . . . . . . .32
 36.    Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
 37.    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . .32
 38.    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
 39.    Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
<PAGE>   135

 40.    Gender  . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .33
 41.    Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
 42.    Exhibits and Rider . . . . . . . . . . . . . . . . . . . . . . . . .33
 43.    Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .33
 44.    Corporate Authority . . . . . . . . . . . . . . . . . . . .  . . . .33

RIDER ARTICLES:                                                            PAGE

45. Landlord's Work and Contributions . . . . . . . . . . . . . . . . . . . 35

EXHIBITS:

     A  -   Floor Plan of Premises
     B  -   Rules and Regulations
     C  -   Building Holidays
     D  -   Schedule of Cleaning Services
     E  -   Confirmation of Lease Term Agreement
<PAGE>   136

                                     LEASE

                            BALA CYNWYD, PENNSYLVANIA

      1. PARTIES This Lease, made this 14th day of November, 1996, by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
having an office at 8 Campus Drive, 4th Floor, Arbor Circle South, Parsippany,
NJ 07054 (hereinafter "Landlord"), and Manugistics, Inc., a Delaware Corporation
having its principal offices at 2115 East Jefferson Street, Rockville, Maryland
20852 (hereinafter "Tenant").

      2. PREMISES For and in consideration of the rent to be paid and the
covenants and agreements to be performed by Tenant as hereinafter set forth,
Landlord does hereby lease, demise and let unto Tenant that portion of the 2nd
floor, shown outlined and hatched in black on the floor plan attached hereto as
Exhibit A and containing approximately 2,812 rentable square feet (hereinafter
"Premises"), in Landlord's building known as One Bala Plaza and located in Bala
Cynwyd, Pennsylvania (hereinafter "Building").

      3. TERM The term of this Lease shall be for five (5) years five (5)
months, commencing on February 1, 1997 (hereinafter "Commencement Date") and
expiring at midnight on June 30, 2002 (hereinafter "Expiration Date"), unless
renewed or sooner terminated as hereinafter provided and subject to the
provisions of Article 29 below.

      4. BASE RENT

      (a) Base Rent - During the entire term of this Lease, Tenant shall pay to
Landlord, as yearly rent (hereinafter "Base Rent"), the following sums in equal
monthly installments in advance on the first day of each calendar month, without
setoff or deduction:

<TABLE>
<CAPTION>
                         ANNUAL           MONTHLY           BASE RENT RATE
      PERIOD             BASE RENT        BASE RENT         PER SQUARE FOOT
      ------             ---------        ---------         ---------------
<S>                      <C>              <C>               <C>   
02/01/97 - 06/30/00      $61,864.00       $5,155.33         $22.00
07/01/00 - 06/30/02      $67,488.00       $5,624.00         $24.00
</TABLE>
<PAGE>   137

In the event the term of this Lease commences on a day other than the first day
of a calendar month or expires on a day other than the last day of a calendar
month, Tenant shall pay to Landlord a pro rata portion of the monthly
installment of Base Rent for such partial month.

      (b) Additional Rent - Whenever under the terms of this Lease any sum of
money is required to be paid by Tenant in addition to the Base Rent herein
reserved, said additional sum shall be deemed "additional rent" and be
collectible as such with any installment of Base Rent thereafter falling due
hereunder.

      (c) All payments of Base Rent and additional rent shall be paid when due,
without demand, at the office of Premisys Real Estate Services, Inc., One Bala
Plaza - Suite E501, Bala Cynwyd, Pennsylvania 19004, or at such other place as
Landlord may from time to time direct. All checks shall be made payable to
Premisys Real Estate Services, Inc., Agent.

      (d) Security Deposit - Landlord acknowledges receipt from Tenant of the
sum of Five Thousand One Hundred Fifty Five 33/100 ($5,155.33) Dollars
("Security Deposit") to be held as collateral security for the payment of the
Base Rent, additional rent and all other sums of money payable by Tenant under
this Lease, and for the faithful performance of all other covenants and
agreements of Tenant under this Lease. The Security Deposit, without interest,
shall be repaid to Tenant within ninety (90) days after the expiration date of
this Lease, provided Tenant shall have made all such payments and performed all
such covenants and agreements. Upon any undisputed default by Tenant hereunder,
continuing beyond the expiration of the applicable notice and cure period, at
Landlord's sole option, Landlord may apply all or part of the Security Deposit
on account of such default, and thereafter Tenant shall promptly restore the
original amount of the Security Deposit.

      5. OPERATION AND MAINTENANCE COSTS AND REAL ESTATE TAXES ADDITIONAL RENT

      (a) The costs and expenses of the operation, maintenance and repair of the
Building (hereinafter "Operation and Maintenance Costs") shall include, without
limitation, the cost and expense to Landlord of the following items: 


                                      -2-
<PAGE>   138

      (1) All wages, salaries and fees of all employees and agents engaged in
      the management, operation, repair, replacement, maintenance and security
      of the Building, including taxes, insurance and all other employee
      benefits relating thereto;

      (2) All supplies and materials used in the management, operation, repair,
      replacement, maintenance and security of the Building;

      (3) All utilities consumed by the Building and the servicing thereof,
      including, without limitation, gas, water, sewer and electricity for
      lighting, heating, ventilating and air-conditioning;

      (4) All maintenance and service contracts for the operation, repair,
      replacement, maintenance, and security of the Building, including, without
      limitation, window cleaning, security system, heating, ventilating and
      air-conditioning system, fire sprinkler system, elevators and landscaping;

      (5) All fire and extended coverage (with all risk coverage) insurance and
      comprehensive general liability insurance for the Building (including all
      common areas) and Landlord's personal property and fixtures used in
      connection therewith;

      (6) All repairs (including necessary replacements) and general maintenance
      of the Building;

      (7) All cleaning and janitorial services for the Building;

      (8) The cost of any capital improvements (i) which are made for the
      primary purpose of reducing Operation and Maintenance Costs or (ii) which
      may be required by governmental authority under any governmental law or
      regulation that was not applicable to the Building as of the date of this
      Lease, which cost shall be amortized over the expected useful life of the
      capital improvement are reasonably determined by Landlord in accordance
      with standard accounting practice, together with interest on the
      unamortized balance at the rate equal to the Prime Rate being charged by
      Mellon Bank East, Philadelphia, 


                                      -3-
<PAGE>   139

      Pennsylvania or such higher rate as may have been paid by Landlord on
      funds borrowed for the purpose of constructing such capital improvements;
      and

      (9) All other costs and expenses necessarily and reasonably incurred by
      Landlord in the proper operation and maintenance of a first-class office
      building.

      (b) All "Real Estate Taxes" which, for the purposes of this Article, shall
mean all gross real property taxes, charges and assessments (including any
special assessments) which are levied, assessed or imposed by any governmental
authority with respect to the land and the Building and any improvements,
fixtures and equipment and all other property of Landlord, real or personal,
located in or on the Building and used in connection with the operation of the
Building and any tax which shall be levied or assessed in addition to and/or in
lieu of such real or personal property taxes (including, without limitation, any
municipal income tax, any license fees, tax measured by or imposed upon rents,
or other tax or charge upon Landlord's business of leasing the Building), but
shall not include any federal or state income tax, or any franchise, capital
stock, estate or inheritance taxes. In the event that the tax statement from the
taxing authority does not allocate assessments with respect to the Building and
assessments relating to any other improvements located upon the land upon which
the Building is situated, Landlord shall make a reasonable determination of the
proper allocation of such assessment based on standard accounting practices -

      (c)   (i)   "Base Year" shall be defined as calendar year 1996;

            (ii)  "Comparison Year" shall be defined as each calendar year (or
                  part thereof) following the Base Year and included in the
                  original term of this Lease and any renewal thereof; and

            (iii) "Tenant's Percentage" shall be 0.7699%, which is the ratio
                  that the rentable square foot area of the Premises (i.e. 2,812
                  rentable square feet) bears to the total rentable square foot
                  area of 


                                      -4-
<PAGE>   140

                  office space in the Building (i.e. 365,256 rentable square
                  feet)

      For each Comparison Year, Tenant shall pay Landlord, as additional rent,
Tenant's Percentage of:

      (1) Any increase in the Real Estate Taxes for each Comparison Year over
      the Real Estate Taxes for the Base Year; and

      (2) Any increase in Operation and Maintenance Costs for each Comparison
      Year over the Operation and Maintenance Costs for the Base Year.

      (d) During each Comparison Year commencing on January 1, 1997, Landlord
and Tenant agree that Tenant shall pay monthly, in advance, an amount equal to
one-twelfth of Tenant's estimated annual Real Estate Taxes and Operation and
Maintenance Costs additional rent due for each Comparison Year. For each
Comparison Year, Landlord shall make an estimate of Tenant's Real Estate Taxes
and Operation and Maintenance Costs additional rent and notify Tenant as to such
estimate on or about December 15th of the preceding year.

      (e) On or about May 1 of each Comparison Year commencing with the 2nd
Comparison Year, Landlord shall submit to Tenant a statement setting forth the
actual Real Estate Taxes and Operation and Maintenance Costs for the Building
for the preceding Comparison Year and Tenant's Percentage of the increase
thereof above the Real Estate Taxes and Operation and Maintenance Costs for the
Base Year. Within thirty (30) days after delivery of such statement to Tenant,
an adjustment shall thereupon be made between Landlord and Tenant to reflect any
difference between Tenant's estimated payments under paragraph (d) above and
Tenant's Percentage of the increase in the actual Real Estate Taxes and
Operation and Maintenance Costs for the preceding Comparison Year above the
Operation and Maintenance Costs for the Base Year. In no event, however, shall
the monthly rent paid by Tenant be less than the Base Rent set forth in Section
4 (a) above.


                                      -5-
<PAGE>   141

      (f) All sums due under this Article 5 shall be appropriately apportioned
and prorated for any portion of the year during which this Lease shall be in
force. In the event that this Lease shall expire at any time other than at the
end of a calendar year, then within thirty (30) days after statements reflecting
the actual Operation and Maintenance Costs for the year in which such expiration
occurs are submitted by Landlord to Tenant, either Landlord or Tenant shall pay
to the other party the adjustment sum due. The provisions of this paragraph (f)
shall survive the Expiration Date of this Lease.

      (g) If the Building is less than 95% occupied during any portion or all of
the Base Year or any Comparison Year, then Landlord shall adjust the Operation
and Maintenance Costs for any such Year to an amount which reflects what the
Operation and Maintenance Costs would have been for such Year had the Building
been 95% occupied throughout such Year.

      6. LATE CHARGES In the event that Tenant shall fail to pay Base Rent or
any additional rent within five (5) days after its due date, Tenant shall pay an
automatic late charge to Landlord of $.05 for each dollar overdue. In addition,
in the event that Tenant shall fail to pay Base Rent or any additional rent
within thirty (30) days after its due date, then from and after the thirty-first
(31st) day until the date Tenant finally pays the Base Rent or additional rent,
Tenant shall pay Landlord an additional late charge at the rate of fifteen (15%)
percent per annum with respect to the delinquent amount. Such late charges shall
be deemed additional rent for all purposes under this Lease.

      7. USE OF PREMISES Tenant shall use and occupy the Premises for purposes
of executive and general offices. Tenant shall not use or occupy the Premises
for any other purpose or business, without the prior written consent of
Landlord. Tenant shall observe and comply with the rules "and regulations set
forth on Exhibit attached hereto and made a part hereof (hereinafter "Rules and
Regulations"). The Rules and Regulations shall uniformly apply to Tenant and all
other Building tenants and their respective employees, agents, licensees,
invitees, subtenants and contractors.


                                      -6-
<PAGE>   142

      8. COMMON AREAS All parking areas, walkways, elevators, stairs, driveways,
alleys, public corridors, fire escapes, and other areas, facilities and
improvements which may be provided by Landlord from time to time for the general
use, in common, of Tenant and other Building tenants and their employees,
agents, invitees and licensees, shall at all times be subject to the exclusive
control and management of Landlord, including Landlord's right to alter, modify,
or relocate such areas, facilities and improvements. Landlord shall have the
right from time to time to establish, modify and enforce reasonable rules and
regulations with respect to all such common areas, facilities and improvements.

      9. ALTERATIONS AND TRADE FIXTURES, REMOVAL

      (a) During the term of this Lease, Tenant shall not make any alterations
or additions to the Premises which (i) involve new or relocated partitions, (ii)
are structural in nature, or (iii) affect the Building systems, without the
prior written consent of Landlord. In the event that Tenant shall desire to
perform any such alterations or additions in the Premises, Tenant shall deliver
to Landlord detailed plans and specifications prepared by and at the expense of
Tenant. Landlord shall review such plans and specifications and return same to
Tenant either marked approved, marked to show the corrections required (in which
event such marked-up plans and specifications shall be deemed approved as
marked-up), or marked disapproved with the reasons therefor. If Landlord
disapproves Tenant's plans and specifications, Tenant shall have twenty (20)
days from the date of such disapproval to submit revised plans and
specifications subject to subsequent mark-ups or disapprovals and corrections in
the above manner. Upon approval by Landlord of Tenant's plans and
specifications, Tenant shall proceed with due diligence to commence the work to
be performed by Tenant and shall complete same in a diligent manner. All such
work consented to by Landlord, to be done or performed in or about the Premises
by Tenant, shall be performed (i) at Tenant's sole cost and expense, and (ii) by
contractors and subcontractors reasonably approved by Landlord. Upon completion
of any such work which requires the review of plans and specifications and
continuous observance of construction, Tenant shall pay to Landlord's Building
Manager an amount equal to five (5%) percent of the cost of such work, to
reimburse Landlord's Building Manager for said review and


                                      -7-
<PAGE>   143

observance and the coordination and final inspection of the work. During the
course of performance of any alteration work or additions (whether or not
Landlord's consent is required), Tenant will carry or cause to be carried
Comprehensive General Liability insurance, with a limit of at least
$2,000,000.00, naming Landlord and Landlord's Building managing agent as
additional insureds and further providing that such insurance shall not be
canceled without at least thirty (30) days' prior written notice to Landlord and
Landlord's agent. Tenant shall use it's best efforts to obtain a standard one
year guarantee by each of Tenant's prime contractors for the benefit of Landlord
and Tenant that all work performed and materials and equipment furnished by such
contractors will conform to the requirements of the plans and specifications as
to the kind, quality, function of the equipment and characteristics of material
and workmanship and will remain so for a period of at least one year from the
date that the work has been completed. In the event any defects in materials,
equipment or workmanship shall appear prior to the expiration of such period,
upon receiving written notice thereof from Landlord or Tenant, the contractor
will immediately correct and repair the same at the expense of such contractor.
Said guarantees shall be effective whether or not any part of the aforesaid work
has been subcontracted by the contractor. In the event either Landlord or Tenant
installs any supplemental Heating, Ventilating and Air Conditioning System
("HVAC System") in the Premises, either prior to the Commencement Date or during
the term of the Lease, Tenant hereby expressly understands and agrees that
Tenant shall be solely responsible for the maintenance and repair of the HVAC
System.

      (b) Any consent by Landlord permitting Tenant to do any alteration work in
or about the Premises shall be and hereby is conditioned upon Tenant's work
being performed by workmen and mechanics working in harmony and not interfering
with labor employed by Landlord, Landlord's contractors or by any other tenants
or their contractors. To that end, said work shall be done by union labor having
the same union affiliations as other workmen performing work for other tenants
or Landlord and their contractors, if required by Landlord. If at any time any
of the workmen or mechanics performing any of Tenant's work shall not be of the
same union affiliation or shall be unable to work in harmony or shall interfere
with any labor employed by Landlord, other tenants or their respective mechanics
the contractors, then

                                      -8-
<PAGE>   144

the permission granted by Landlord to Tenant permitting Tenant to do any work in
or about the Premises, may be withdrawn by Landlord upon forty-eight (48) hours'
written notice to Tenant.

      (c) All alterations, installations, additions and improvements made and
installed by Tenant and/or at Tenant's expense, in the Premises which are of a
permanent nature and which cannot be removed without damage to the Premises or
Building shall become and be the property of Landlord, and shall remain upon and
be surrendered with the Premises as a part thereof at the end of the term of
this Lease, except that Landlord shall have the right to notify Tenant prior to
the Expiration Date and require Tenant to remove any of such alterations,
installations, additions and improvements and, in the event of service of such
notice, at Tenant's sole cost and expense, Tenant shall promptly remove the same
in accordance with such request and restore the Premises to its original
condition, ordinary wear and tear and casualty excepted. In the event Tenant
fails to remove any of such alterations, installations, additions and
improvements following receipt of Landlord's notice, Landlord may, at its
option, arrange for such removal in which event Tenant shall be obligated to
reimburse Landlord for the entire cost of the removal and this obligation shall
survive the Expiration Date of this Lease.

      (d) Tenant shall have the right but not the obligation to remove all
movable furniture, equipment and trade fixtures installed by Tenant in the
Premises, except lighting fixtures and air-conditioning equipment, provided that
Tenant repairs any damage caused to the Premises by said removal. All of said
movable furniture, equipment and trade fixtures remaining in the Premises after
the Lease expiration date, or any sooner termination date due to any default of
Tenant, shall be deemed to be abandoned property and shall automatically become
the property of Landlord.

      10. MECHANICS' LIENS Prior to Tenant performing any alterations, additions
or construction work in or about the Premises for which a lien could be filed
against the Premises or the Building, Tenant shall have its contractor execute a
Waiver of Mechanics' Lien, in form satisfactory to Landlord, and provide
Landlord with the original copy thereof.


                                      -9-
<PAGE>   145

Notwithstanding the foregoing, if any mechanics' or other lien shall be filed
against the Premises or the Building purporting to be for labor or materials
furnished or to be furnished at the request of Tenant, then at its expense,
Tenant shall cause such lien to be removed of record by payment, bond or
otherwise, within thirty (30) days after the filing thereof. If Tenant shall
fail to cause such lien to be removed of record within such 30-day period,
Landlord may cause such lien to be removed of record by payment, bond or
otherwise, without investigation as to the validity thereof or as to any offsets
or defenses thereto, in which event Tenant shall reimburse Landlord in the
amount paid by Landlord, including expenses, within ten (10) days after
Landlord's billing therefor. Tenant shall indemnify and hold Landlord harmless
from and against any and all claims, costs, damages, liabilities and expenses
(including attorney fees) which may be brought or imposed against or incurred by
Landlord by reason of any such lien or removal of record.

      11. CONDITION OF PREMISES Tenant acknowledges and agrees that, except for
Landlord's work set forth in Article 45 of the Rider, there have been no
representations or warranties made by or on behalf of Landlord with respect to
the Premises or the Building or with respect to the suitability of either for
the conduct of Tenant's business. The taking of possession of the Premises by
Tenant shall conclusively establish that the Premises and the Building were in
satisfactory condition, order and repair at such time.

      12. BUILDING SERVICES

      (a) Landlord shall provide, within its Building standards, the following
services and facilities:

      (1) Heating, ventilating and air conditioning, Monday to Friday from 8:00
      A.M. to 6:00 P.M. and on Saturdays from 8:00 A.M. to 1:00 P.M.
      (hereinafter "Business Hours"), except on the holidays set forth on
      Exhibit C (hereinafter "Holidays"). Tenant agrees to cooperate fully with
      Landlord and to abide by all the rules and regulations which Landlord may
      reasonably prescribe for the proper functioning and protection of the
      heating, ventilating and air conditioning systems.


                                      -10-
<PAGE>   146

      (2) Electricity for normal office use, including normal office equipment,
      in the Premises, during Business Hours (a demand capacity of 3-1/2 watts
      per rentable square foot is deemed normal office use). In the event
      Landlord reasonably determines that Tenant is exceeding normal office use
      of electricity, Landlord may install a separate electric meter in the
      Premises to register all electrical usage above normal office use. Tenant
      agrees to pay Landlord for the cost of the installation of the meter and
      for all electricity registered on said meter at the current general
      service rate.

      (3) Cleaning and maintenance of common areas in the Building, including
      bathroom facilities;

      (4) Continuous passenger elevator service during Business Hours, and
      service via at least one car at all other times; freight elevator service
      from 8:00 A.M. to 4:00 P.M., Monday through Friday, except Holidays;

      (5) Janitorial services, including cleaning of Premises, in accordance
      with Landlord's Building standard schedule, which is annexed hereto as
      Exhibit D. Landlord shall not be required to furnish cleaning services to
      any kitchens, lunchrooms or lavatories in the Premises; and

      (6) Water for lavatory and drinking purposes.

      Tenant shall reimburse Landlord for all additional cleaning expenses
incurred by Landlord, including but not limited to, garbage and trash removal
expense over and above the normal cleaning provided by Landlord, due to the
presence of a lunchroom or kitchen or food and beverage dispensing machines
within the Premises. No food or beverage dispensing machines shall be installed
by Tenant in the Premises without the prior written consent of Landlord.

      (b) Landlord does not warrant that the services provided for in paragraph
12 (a) above shall be free from any slowdown, interruption or stoppage due to
the order of any governmental bodies and regulatory agencies, or caused by the
maintenance, repair, replacement or improvement of any of the equipment involved
in the furnishing of any such services, or caused by


                                      -11-
<PAGE>   147

changes of services, alterations, strikes, lockouts, labor controversies, fuel
shortages, accidents, acts of God or the elements or any other cause beyond the
reasonable control of Landlord. No such slowdown, interruption or stoppage of
any such services shall ever be construed as an eviction, actual or
constructive, of Tenant, nor shall same cause any abatement of annual Base Rent
or additional rent or in any manner or for any purpose relieve Tenant from any
of its obligations under this Lease. Landlord agrees to use reasonable diligence
to resume the service upon any such slowdown, interruption or stoppage.

      13. ASSIGNMENT AND SUBLETTING

      (a) Except as expressly permitted pursuant to this Article, Tenant shall
not assign or hypothecate this Lease or any interest therein or sublet the
Premises or any part thereof, without the prior written consent of Landlord. Any
of the foregoing acts without Landlord's consent shall be voidable and shall, at
the option of Landlord, be an event of default under this Lease. Neither this
Lease nor any interest therein shall be assignable as to the interest of Tenant
by operation of law, without the prior written consent of Landlord. If Tenant is
a corporation, an unincorporation association or partnership, the transfer,
assignment or hypothecation of any stock or interest in such corporation,
association or partnership, in the aggregate in excess of twenty-five (25%)
percent, shall be deemed an assignment within the meaning and provisions of this
Article 13. Notwithstanding the foregoing, without the consent of Landlord but
upon notice to Landlord, a corporate Tenant may assign this Lease to its parent,
affiliate or subsidiary, provided that the assignee assumes, in full, the
obligations of Tenant under this Lease, and provided further that such
assignment shall not relieve Tenant of any of its obligations under this Lease.

      (b) If at any time or from time to time during the term of this Lease,
Tenant desires to assign this Lease or sublet all or a portion of the Premises,
Tenant shall notify Landlord of such intent and submit to Landlord a copy of the
proposed assignment or sublease. Landlord shall have the option, exercisable by
notice given to Tenant within thirty (30) days after receipt of Tenant's
notice, of recapturing the Premises or portion thereof proposed to be sublet or
assigned and terminating the Lease with respect thereto, effective on a date
selected by Landlord which


                                      -12-
<PAGE>   148

shall be no sooner than sixty (60) days and no later than one hundred twenty
(120) days after Landlord's receipt of Tenant's notice. If Landlord does not
exercise such option, Tenant may assign this Lease or sublet such space to any
third party, subject to the following terms and conditions:

      (1) Tenant shall obtain the consent of Landlord, which consent shall not
      be unreasonably withheld; Landlord shall base its decision upon exclusive
      uses given to other Building tenants, the financial condition and
      character of the proposed assignee or subtenant and the proposed use of
      the Premises;

      (2) Tenant may not sublease the Premises or any portion thereof or assign
      this Lease to an existing tenant in the Building or the other 2 buildings
      in the 3-building complex known as One, Two and Three Bala Plaza without
      Landlord's written permission;

      (3) No sublease or assignment shall be valid and no subtenant or assignee
      shall take possession of the premises subleased or assigned until a fully
      executed original of such sublease or assignment of this Lease has been
      delivered to Landlord;

      (4) No subtenant shall have a further right to sublet;

      (5) No assignee shall have a further right to assign the Lease, except in
      accordance with the provisions of this Article 13;

      (6) In no event shall Tenant be entitled to have more than one subtenants
      simultaneously in the Premises without Landlord's written permission;

      (7) Tenant shall not (i) advertise or publicize in any way the
      availability of the Premises or any portion thereof without prior notice
      to and approval by Landlord, including the proposed rental, or (ii) list
      the Premises or any portion thereof for subletting, whether through a
      broker, agent representative, or otherwise, at a rental rate less than the
      Base Rent and Additional Rent at which Landlord is


                                      -13-
<PAGE>   149

      then offering to lease other vacant space in the Building or the other 2
      buildings in the Bala Cynwyd Complex; and

      (8) Tenant may not assign this Lease or sublease all or any portion of the
      Premises if the proposed assignee or subtenant is currently negotiating or
      within the last 12 months has negotiated with Landlord for a lease of
      space in the Building or the other 2 buildings in the 3-building complex
      known as One, Two and Three Bala Plaza without Landlord's written
      permission.

      (c) Tenant shall pay Landlord, as additional rent any sums or other
economic consideration received by Tenant as a result of any subletting or
assignment (except payments received which are attributable to the amortization
of the cost of leasehold improvements made to the Premises by Tenant for the
subtenant or assignee, and other reasonable expenses incident to the subletting
or assignment, including standard leasing commissions), whether defined as
rentals under the sublease or otherwise, which exceed, in the aggregate, the
total sums which Tenant is obligated to pay Landlord under this Lease (prorated
to reflect obligations allocable to that portion of the Premises subject to a
sublease). If such subleasing or assignment has been made without the consent
of Landlord as provided herein, Landlord shall be entitled to all economic
consideration received by Tenant in accordance with the provisions of this
subparagraph 13 (c), but the receipt of such monies shall not be deemed to be a
waiver of the provisions of this Article 13 with respect to assignment and
subletting, or the acceptance of such assignee or subtenant as Tenant hereunder.

      (d) Regardless of Landlord's consent, no subletting or assignment shall
release Tenant of Tenant's obligations or alter the primary liability of Tenant
to pay the Base Rent and additional rent and to perform all other obligations to
be performed by Tenant under this Lease. The acceptance of rental by Landlord
from any other person shall not be deemed to be a waiver by Landlord of any
provision hereof. Consent to one assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting. In the event of default
by any assignee of Tenant or any successor of Tenant in the performance of any
of the terms of this Lease, Landlord may


                                      -14-
<PAGE>   150

proceed directly against Tenant without the necessity of exhausting remedies
against such assignee or successor.

      (e) In the event that the Premises or any part thereof have been sublet by
Tenant and Tenant is in default under this Lease pursuant to the provisions of
Article 24 hereof, then Landlord may collect rent from the subtenant and apply
the amount collected to the Base Rent and additional rent herein reserved but no
such collection shall be deemed a waiver of the provisions of this Article 13
with respect to subletting or the acceptance of such subtenant as Tenant
hereunder or a release of Tenant under the Lease.

      14. ACCESS TO PREMISES Landlord, its employees and agents shall have the
right to enter the Premises at all reasonable times during Business Hours and at
anytime in case of an emergency for the purpose of examining or inspecting the
Premises, showing the Premises to prospective purchasers, mortgagees and
prospective tenants of the Building, and making such alterations, repairs,
improvements or additions to the Premises or to the Building as Landlord may
determine to be necessary or desirable. If representatives of Tenant shall not
be present to open and permit entry into the Premises at anytime when such entry
by Landlord is necessary or permitted hereunder, Landlord may enter by means of
a master key (or forcibly in the event of an emergency) without liability to
Tenant and without such entry constituting an eviction of Tenant or termination
of this Lease. Such entry into the Premises by Landlord shall not unreasonably
interfere with Tenant's use of the Premises.

      15. REPAIRS

      (a) At its cost (which cost shall be an Operation and Maintenance Cost
under Article 5 above), Landlord shall make all repairs necessary to maintain
the plumbing, heating, ventilating, air conditioning and electrical systems
(except light fixtures), windows, floors (except carpeting) and all other
structural portions of the Premises provided, however, that Landlord shall not
be obligated to make any of such repairs until Landlord has received written
notice from Tenant that such repair is needed. Landlord shall be responsible for
the maintenance and repair of all common areas and facilities in the Building
provided that Tenant shall be responsible for the repair of any damage to the 


                                      -15-
<PAGE>   151

Premises or the Building common areas and facilities caused by the negligence of
Tenant and its agents, servants, employees, invitees, licensees, subtenants, or
contractors.

      (b) Except for Landlord's repairs under paragraph (a) above, at its sole
cost and expense, Tenant shall make all other reasonable repairs necessary to
maintain and keep the Premises and the fixtures therein in reasonably neat and
orderly condition. If Tenant refuses or neglects to make such reasonable
repairs, or fails to diligently prosecute the same to completion, after notice
from Landlord of the need therefor, Landlord may make such repairs at the
expense of Tenant and such expense, along with a fifteen (15%) percent service
charge, shall be collectible as additional rent.

      At Tenant's expense, Landlord shall make all repairs to the light fixtures
in the Premises, including replacement bulbs and ballasts.

      (c) Landlord shall not be liable for any interference with Tenant's
business arising from the making of any repairs in the Premises under paragraph
(a) above. Landlord shall interfere as little as reasonably practicable with the
conduct of Tenant's business. There shall be no abatement of Base Rent because
of such repairs.

      16. INDEMNIFICATION OF LANDLORD AND LIABILITY INSURANCE

      (a) Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all costs, expenses (including reasonable counsel fees),
liabilities, losses, damages, suits, actions, finest penalties, claims or
demands of any kind and asserted by or on behalf of any person or governmental
authority, arising out of or in any way connected with (i) any failure by Tenant
to perform any of the agreements, terms, covenants or conditions of this Lease
required to be performed by Tenant, (ii) any failure by Tenant to comply with
any statutes, ordinances, regulations or orders of any governmental authority,
or (iii) any accident, bodily injury (including death resulting therefrom), or
damage to or loss or theft of property, which shall occur in or about the
Premises occasioned wholly or in part by reason of any act or omission of
Tenant, or any of its agents, contractors, licensees, invitees, employees or
subtenants.


                                      -16-
<PAGE>   152

      (b) During the term of this Lease and any renewal thereof, Tenant shall
obtain and promptly pay all premiums for Comprehensive General Liability
Insurance with broad form extended coverage, including Contractual Liability,
covering claims for bodily injury (including death resulting therefrom) and loss
or damage to property occurring upon, in or about the Premises, with a minimum
combined single limit of at least $1,000,000.00. All such policies and renewals
thereof shall identify Landlord and Landlord's Building managing agent as
additional insureds. All policies of insurance shall provide (i) that no
material change or cancellation of said policies shall be made without at least
thirty (30) days' prior written notice to Landlord and Tenant, and (ii) that any
loss shall be payable notwithstanding any act or negligence of Tenant or
Landlord which might otherwise result in the forfeiture of said insurance. On or
before the commencement date of the term of this Lease, and thereafter not less
than fifteen (15) days prior to the expiration dates of said policy or policies,
Tenant shall furnish Landlord with renewal certificates of the policies of
insurance required under this paragraph. Tenant's insurance policies shall be
issued by insurance companies authorized to do business in the Commonwealth of
Pennsylvania with a financial rating of at least an A+ as rated in the most
recent edition of Best's Insurance Reports and have been in business for the
past five years. The aforesaid insurance limits may be reasonably increased by
Landlord from time to time during the term of this Lease with notice to Tenant.

      (c) Tenant and Landlord, respectively, hereby release each other from any
and all liability or responsibility to the other for all claims of anyone
claiming by, through or under them by way of subrogation or otherwise for any
loss or damage to property owned by Landlord and Tenant respectively in the
Premises and covered by the Pennsylvania Standard Form of Fire Insurance Policy
with extended coverage endorsement, whether or not such insurance is maintained
by the other party.


                                      -17-
<PAGE>   153

      17. WAIVER OF CLAIMS Except in the event of the gross negligence of
Landlord and its servants and employees, Landlord and Landlord's agents,
servants, and employees shall not be liable for, and Tenant hereby releases and
relieves Landlord, its agents, servants, and employees from, all liability in
connection with any and all damage to or loss of property, or loss or
interruption of business occurring to Tenant, its agents, servants, employees,
invitees, licensees, and subtenants, in or about the Premises, from, without
limitation, (a) any fire or other casualty, accident, occurrence or condition in
or upon the Premises or the Building; (b) any defect in or failure of the
plumbing, sprinkler, electrical, heating, ventilating and air conditioning
systems and equipment, or any other systems and equipment in the Premises and
the Building; (c) any steam, gas, oil, water, rain or snow that may leak into or
flow from any part of the Premises or the Building; (d) the falling of any
fixture or any wall or ceiling materials; (e) broken glass; (f) latent or patent
defects; (g) any acts or omissions of the other tenants or occupants of the
Building; (h) any acts or omissions (excluding gross negligence) of Landlord,
its agents, servants and employees; and (i) theft, Act of God, public enemy,
injunction, riot, strike, insurrection, war, court order, or any order of any
governmental authorities having jurisdiction over the Premises.

      18. QUIET ENJOYMENT Landlord covenants and agrees with Tenant that upon
Tenant paying the Base Rent and additional rent and observing and performing all
the terms, covenants and conditions, on Tenant's part to be observed and
performed under this Lease, Tenant may peaceably and quietly enjoy the Premises
hereby demised, subject to the terms and conditions of this Lease and to the
ground leases, underlying leases and mortgages in Article 21 below.

      19. NEGATIVE COVENANTS OF TENANT Tenant agrees that it will not do or
suffer to be done, any act, matter or thing objectionable to Landlord's fire
insurance companies whereby the fire insurance or any other insurance now in
force or hereafter placed on the Premises or any part thereof or on the Building
by Landlord shall become void or suspended, or whereby the same shall be rated
as a more hazardous risk than at the date when Tenant took possession of the
Premises. In case of a breach of this covenant, in addition to all other
remedies of Landlord hereunder, Tenant agrees to pay to Landlord, as additional
rent,


                                      -18-
<PAGE>   154

any and all increases in premiums on insurance carried by Landlord on the
Premises or any part thereof or on the Building caused in any way by the
occupancy of Tenant.

      20. FIRE OR OTHER CASUALTY

      (a) If the Premises are damaged by fire or other casualty, the damages
shall be repaired by and at the expense of Landlord and restored to the
condition which existed immediately prior to such damage and the Base Rent and
additional rent shall be apportioned from the date of such fire or other
casualty until substantial completion of the repairs, according to the part of
the Premises which is usable by Tenant. Landlord agrees to repair such damage
within a reasonable period of time after receipt from Tenant of written notice
of such damage, subject to any delays caused by Acts of God, labor strikes or
other events beyond Landlord's control. Landlord shall not be liable for any
inconvenience to Tenant or injury to the business of Tenant resulting in any way
from such damage or the repair thereof. Tenant hereby acknowledges that (i)
Landlord shall not be obligated to obtain insurance of any kind on Tenant's
furniture or furnishings, equipment, trade fixtures, alterations, improvements
and additions, (ii) it is Tenant's obligation to obtain such insurance at
Tenant's sole cost and expense, and (iii) Landlord shall not be obligated to
repair any damage thereto or replace the same.

      (b) If, in the reasonable opinion of Landlord, the Premises are (i)
substantially damaged (i.e. more than 50%) by reason of such fire or other
casualty, or (ii) twenty (20%) per cent or more of the Premises is damaged by
said fire or other casualty and less than two (2) years would remain in the
current Lease term upon substantial completion of the repairs and restoration,
Landlord shall have the right, upon written notice to Tenant within thirty (30)
days after said occurrence, to elect not to repair and restore the Premises, and
in such event, this Lease and the tenancy hereby created shall cease as of the
date of said occurrence, the Base Rent and additional rent to be adjusted and
apportioned as of said date. 


                                      -19-
<PAGE>   155

      (c) If, in the reasonable opinion of Landlord, the Building shall be
substantially damaged (i.e. more than 25%) by fire or other casualty, regardless
of whether or not the Premises were damaged by such occurrence, Landlord shall
have the right, upon written notice to Tenant within thirty (3O) days after said
occurrence, to terminate this Lease, and in such event, this Lease and the
tenancy hereby created shall cease and the Base Rent and additional rent shall
be adjusted and apportioned as of the date of said termination unless terminated
as of the date of said occurrence in accordance with paragraph 20 (b) above.

      21. SUBORDINATION This Lease is and shall be subject and subordinate to
all ground or underlying leases and to all mortgages which may now or hereafter
affect such leases or the real property of which the Premises are a part, and to
all renewals, modifications, consolidations, replacements and extensions of any
such underlying leases and mortgages. Tenant agrees that in the event any
person, firm, corporation or other entity acquires the right to possession of
the real property of which the Premises are a part including any mortgagee or
holder of any estate or interest having priority over this Lease, Tenant shall,
if requested by such person, firm, corporation or other entity, attain to and
become the tenant of such person, firm, corporation or other entity, upon the
same terms and conditions set forth in this Lease for the balance of the term of
this Lease. Notwithstanding the foregoing, any mortgagee may, at any time,
subordinate its mortgage to this Lease, without Tenant's consent, by notice in
writing to Tenant, and thereupon this Lease shall be deemed prior to such
mortgage without regard to their respective dates of execution and delivery, and
in that event, such mortgagee shall have the same rights with respect to this
Lease as though it had been executed prior to the execution and delivery of the
mortgage. This clause shall be self-operative and no further instrument of
subordination or attornment shall be required by any ground or underlying lessor
or lessee or by any mortgagee, but in confirmation of such subordination and/or
attornment, Tenant shall execute any certificate that Landlord may reasonably
require acknowledging such subordination and/or attornment, within fifteen (15)
days after Landlord's request.


                                      -20-
<PAGE>   156

22. CONDEMNATION

      (a) If the entire Premises shall be condemned or taken permanently for any
public or quasi-public use or purpose, under any statute or by right of eminent
domain, or by private purchase in lieu thereof, then in that event, at the
option of either Landlord or Tenant exercised by notice to the other within
thirty (30) days after the date when possession is taken, the term of this Lease
shall cease and terminate as of the date when possession is taken pursuant to
such proceeding or purchase. The Base Rent and additional rent shall be adjusted
and apportioned as of the time of such termination and any Base Rent and
additional rent paid for a period thereafter shall be refunded. In the event a
material portion of the Building shall be so taken (even though the Premises may
not have been affected by the taking), Landlord may elect to terminate this
Lease as of the date when possession is taken pursuant to such proceeding or
purchase or Landlord may elect to repair and restore the portion not taken at
its own expense, and thereafter the Base Rent and additional rent shall be
reduced proportionately to reflect the portion of the Premises not taken.

      (b) In the event of any total or partial taking of the Premises, Landlord
shall be entitled to receive the entire award in any such proceeding and Tenant
hereby assigns any and all right, title and interest of Tenant now or hereafter
arising in or to any such award or any part thereof and Tenant hereby waives all
rights against Landlord and the condemning authority, except that to the extent
permitted by applicable law, Tenant shall have the right to claim and prove in
any such proceeding and to receive any award which may be made to Tenant, if
any, specifically for loss of good will, movable trade fixtures, equipment and
moving expenses.

      23. ESTOPPEL CERTIFICATE At any time and from time to time and within ten
(10) days after written request by Landlord, Tenant shall execute, acknowledge
and deliver to Landlord a statement in writing duly executed by Tenant
certifying that (i) this Lease is in full force and effect, without modification
or amendment (or, if there have been any modifications or amendments, that this
Lease is in full force and effect as modified and amended and setting forth the
dates of the modifications and amendments), (ii) the dated to which annual 


                                      -21-
<PAGE>   157

Base Rent and additional rent have been paid, and (iii) to the knowledge of
Tenant no default exists under this Lease or specifying each such default; it
being the intention and agreement of Landlord and Tenant that any such statement
by Tenant may be relied upon by a prospective purchaser or a prospective
mortgagee of the Building, or by others, in any matter affecting the Premises.

      24. DEFAULT The occurrence of any of the following shall constitute a
default and breach of this Lease by Tenant:

      (a) The failure of Tenant to take possession of the Premises within thirty
(30) days after the commencement date of this Lease;

      (b) The vacation or abandonment of the Premises by Tenant (except pursuant
to a sublease or assignment approved by Landlord);

      (c) A failure by Tenant to pay, when due, any installment of Base Rent,
additional rent or any other sum required to be paid by Tenant under this Lease,
where such failure continues for more than ten (10) days after Tenant has
received written notice of the delinquent payment from or on behalf of Landlord;
provided, however, Landlord shall not be required to give any such written
notice, and Tenant shall not be entitled to any such cure period, more than
twice in any twelve (12) month period;

      (d) A failure by Tenant to observe and perform any other provision or
covenant of this Lease to be observed or performed by Tenant, where such failure
continues for thirty (30) days after Tenant receives written notice thereof from
or on behalf of Landlord provided, however, that if the nature of the default is
such that the same cannot reasonably be cured within such 30-day period, Tenant
shall not be deemed to be in default if Tenant shall commence the cure of the
default within such 30-day period and thereafter diligently prosecutes the same
to completion; and


                                      -22-
<PAGE>   158

      (e) The filing of a petition by or against Tenant for adjudication as a
bankrupt or insolvent or for its reorganization or for the appointment of a
receiver or trustee of Tenant's property pursuant to any local, state or federal
bankruptcy or insolvency law; or an assignment by Tenant for the benefit of
creditors; or the seizure of Tenant's property by any local, state or federal
governmental officer or agency or court-appointed official for the dissolution
or liquidation of Tenant or for the operating, either temporary or permanent, of
Tenant's business, provided, however, that if any such action is commenced
against Tenant the same shall not constitute a default if Tenant causes the same
to be dismissed within sixty (60) days after the filing thereof.

      25. REMEDIES Upon the occurrence of any event of default set forth in
Article 24 above:

      (a) Landlord may, upon prior written notice to Tenant, perform for the
account of Tenant the cure of any such default of Tenant and immediately recover
as additional rent any expenditures made and the amount of any obligations
incurred in connection therewith, plus fifteen (15%) per cent per annum interest
from the date of any such expenditures;

      (b) Landlord may accelerate all Base Rent and additional rent due for the
balance of the term of this Lease and declare the same, along with all sums past
due, to be immediately due and payable. In determining the amount of any future
additional rent payments due Landlord as a result of increases in Operation and
Maintenance Costs, Landlord may make such determination based upon the amount of
Operation and Maintenance Costs additional rent paid by Tenant for the entire
Comparison Year immediately prior to such default;

       (c) Landlord may immediately proceed to collect or bring action for such
Base Rent and additional rent for such part thereof as aforesaid, as well as for
liquidated damages provided for hereinafter, as being rent in arrears, or may
enter judgment therefor as herein elsewhere provided for in case of rent in
arrears, or may file a Proof of Claim in any bankruptcy or insolvency proceeding
for such Base Rent and additional rent, or Landlord may institute any other
proceedings, whether similar to the foregoing or not, to enforce payment
thereof;


                                      -23-
<PAGE>   159

      (d) Landlord, may re-enter and repossess the Premises breaking open locked
doors, if necessary, and may use as much force as necessary to effect such
entrance without being liable to any action or prosecution for such entry or the
manner thereof, and Landlord shall not be liable for the loss of any property in
the Premises. Landlord may remove all of Tenant's goods and property from the
Premises. Landlord shall have no liability for any damage to such goods and
property and Landlord shall not be responsible for the storage or protection of
the same upon removal;

      (e) Upon prior notice and in accordance with Pennsylvania law, Landlord
may re-enter and repossess the Premises or any part thereof and attempt to relet
all or any part of the Premises for and upon such terms and to such persons,
firms or corporations and for such period or periods as Landlord, in its sole
discretion, shall determine, including a term beyond the termination of this
Lease. Landlord shall consider any tenant offered by Tenant in connection with
such reletting. For the purpose of such reletting, Landlord may decorate or make
reasonable repairs, changes, alterations or additions in or to the Premises to
the extent deemed by Landlord desirable or convenient and the cost of such
repairs, changes, alterations or additions shall be charged to and be payable by
Tenant as additional rent hereunder, as well as any reasonable brokerage and
legal fees expended by Landlord. Any sums collected by Landlord from any new
tenant obtained on account of Tenant shall be credited against the balance of
the Base Rent and additional rent due hereunder as aforesaid. Tenant shall pay
to Landlord monthly, on the days when the Base Rent and additional rent would
have been payable under this Lease, the amount due hereunder less the net amount
obtained by Landlord from such new tenant;

      (f) At its option, Landlord may serve notice upon Tenant that this Lease
and the then unexpired term hereof shall cease and expire and become absolutely
void on the date specified in such notice, to be not less than ten (10) days
after the date of such notice, without any right on the part of Tenant to save
the forfeiture by payment of any sum due or by the performance of any term,
provision, covenant, agreement or condition broken; and, thereupon and at the
expiration of the time limit in such notice, this Lease and the term hereof
granted, as well as the entire right, title and interest of Tenant hereunder,
shall wholly cease

                                      -24-
<PAGE>   160

and expire and become void in the same manner and with the same force and effect
except as to Tenant's liability) as if the date fixed in such notice were the
expiration date of the term of this Lease. Thereupon, Tenant shall immediately
quit and surrender the Premises to Landlord and Landlord may enter into and
repossess the Premises by summary proceedings, detainer, ejectment or otherwise
and remove all occupants thereof and, at Landlord's option, any property
therein, without being liable to indictment, prosecution or damages therefor;

      (g) In the event of termination of this Lease pursuant to the provisions
of paragraph 25 (f) above, Tenant shall pay to Landlord all Base Rent,
additional rent and other charges payable hereunder due and unpaid to the date
of termination, together with liquidated damages in an amount equal to
twenty-five percent (25%) of the balance of the Base Rent, additional rent and
other charges required to be paid under this Lease from the date of said
termination to the expiration date of the term of this Lease, as if the same had
not been terminated, the said Base Rent and additional rent for the balance of
the term of this Lease and other charges to be computed in the same manner as
provided in paragraph 25 (b) above. In the event any judgment has been entered
against Tenant for any amount in excess of the total amount required to be paid
by Tenant to Landlord hereunder, then the damages assessed under said judgment
shall be reassessed and a credit granted to the extent of such excess. Landlord
and Tenant acknowledge that the damages to which Landlord is entitled in the
event of a breach of this Lease and termination by Landlord are not easily
computed and are subject to many variable factors. Therefore, Landlord and
Tenant have agreed to the liquidated damages as herein provided in order to
avoid extended litigation in the event of default by Tenant and termination of
this Lease;

       In the event Landlord exercises the remedy under this paragraph and
Tenant pays Landlord the entire amount of the liquidated damages, Landlord shall
be deemed to have made an election of remedies and except for regaining
possession the Premises, Landlord shall not be entitled to exercise any other
remedy under this Article 25.


                                      -25-
<PAGE>   161

      (h) In the event of a breach or threatened breach by Tenant of any of the
agreements, conditions, covenants or terms of this Lease, Landlord shall have
the right to seek an injunction to restrain the same and the right to invoke any
remedy allowed by law or in equity, whether or not other remedies, indemnity or
reimbursements are herein provided. The rights and remedies given to Landlord in
this Lease are distinct, separate and cumulative remedies, and no one of them,
whether or not exercised by Landlord, shall be deemed to be in exclusion of any
of the others;

      (i) In the event of any default, Tenant, in consideration of the execution
of this Lease by Landlord and of the covenants and agreements on the part of
Landlord herein contained, and fully comprehending the relinquishment of certain
rights including rights of pre-judgment notice and hearing, hereby expressly
authorizes and empowers (which power is coupled with an interest) any
prothonotary or attorney of any Court of Record to accept service of process
for, to appear for, and to confess judgment against Tenant (i) to recover
possession from time to time of the Premises (and Tenant agrees that upon the
entry of each judgment for said possession a Writ of Possession or other
appropriate process may issue forthwith) and/or (ii) to enforce payment from
time to time for Base Rent, additional rent, or other charges or expenses
payable under this Lease, including, at Landlord's option, the Base Rent for the
entire unexpired balance of the term of this Lease, computed as aforesaid, and
any other charges, payments, costs and expenses reserved as rent or agreed to be
paid by Tenant, as well as liquidated damages, and for interest and costs
together with an attorney's commission of five (5%) per cent thereof;

       (j) Tenant further hereby expressly authorizes and empowers (which power
is coupled with an interest) Landlord, upon the occurrence of a default
hereunder and so long as the same is continuing, to enter upon the Premises,
distrain upon and remove therefrom all inventory, equipment, machinery, trade
fixtures, and personal property of whatsoever kind or nature, whether owned by
Tenant or others, and to proceed, without judicial decree, writ of execution or
assistance of constables, to conduct a private sale, by auction or sealed bid,
of such personal property, at which sale Landlord may bid without restriction.
Tenant hereby waives the benefit of all laws, whether now in


                                      -26-
<PAGE>   162

force of hereafter enacted, exempting any personal property of the Premises from
safe or levy, whether execution thereon is had by order of any court or through
private sale as herein authorized. Tenant waives the right to issue a Writ of
Replevin under the Pennsylvania Rules of Civil Procedure, under the laws of the
Commonwealth of Pennsylvania or under any law previously enacted and now in
force or which hereinafter may be enacted for the recovery of any articles or
any nature whatsoever seized under a distress for rent, or levy upon an
execution for rent, liquidated damages or otherwise;

            Landlord hereby agrees that so long as Manugistics, Inc. is Tenant
under this Lease, it will not exercise the remedy under this paragraph (j); and

      (k) In any action by confession for ejectment, for rent due and owing or
for distraint, Landlord shall first cause to be filed in such action an
affidavit made by it or someone acting for it setting forth the facts necessary
to authorize the entry of judgment, of which facts such affidavit shall be
conclusive evidence, and if a true copy of this Lease be filed in such action,
it shall not be necessary to file the original as a warrant of attorney, any
rule of court, custom or practice to the contrary notwithstanding. The authority
to confess judgment against Tenant hereunder shall not be exhausted by one (1)
exercise thereof, but judgment may be confessed as provided herein from time to
time as often as any default occurs under this Lease, and such authority may be
exercised as well after the expiration of the term of this Lease and/or during
or after the expiration of any extended or renewal term; and

            Landlord hereby agrees that so long as Manugistics, Inc. is Tenant
under this Lease, it will not exercise the remedy under this paragraph (k); and


                                      -27-
<PAGE>   163

      (1) Tenant shall pay upon demand all of Landlord's costs, charges and
expenses, including the fees and out-of-pocket expenses of legal counsel, agents
and others retained by Landlord incurred in enforcing Tenant's obligations
hereunder or incurred by Landlord in any litigation, negotiation or transaction
in which Tenant causes Landlord, without Landlord's fault, to become involved or
concerned, together with interest at 15% per annum from the date incurred by
Landlord to the date of payment by Tenant.

      26. REQUIREMENT OF STRICT PERFORMANCE The failure or delay on the part of
Landlord to enforce or exercise at any time any of the provisions, rights or
remedies in the Lease shall in no way be construed to be a waiver thereof, or in
any way to affect the validity of this Lease or any part thereof, or the right
of Landlord to thereafter enforce each and every such provision, right or
remedy. No waiver of any breach of this Lease shall be held to be a waiver of
any other or subsequent breach. The receipt by Landlord of Base Rent or
additional rent at a time when the Base Rent or additional rent is in default
under this Lease shall not be construed as a waiver of such default. The receipt
by Landlord of a lesser amount than the Base Rent or additional rent due shall
not be construed to be other than a payment on account of the Base Rent or
additional rent then due, and any statement on Tenant's check or any letter
accompanying Tenant's check to the contrary shall not be deemed an accord and
satisfaction, and Landlord may accept such payment without prejudice to
Landlord's right to recover the balance of the Base Rent or additional rent due
or to pursue any other remedies provided in this Lease. No act or thing done by
Landlord or Landlord's agents or employees during the term of this Lease shall
be deemed an acceptance of a surrender of the Premises and no agreement to
accept such a surrender shall be valid unless in writing and signed by Landlord.

      27. RELOCATION OF TENANT At its sole expense, upon at least ninety (90)
days' prior written notice to Tenant, Landlord may require Tenant to move from
the Premises to another suite in the Building of comparable size and decor in
order to permit Landlord to consolidate the Premises with other adjoining space
leased or to be leased to an existing or prospective tenant. In the event of any
such relocation, Landlord will pay (i) all the expenses of preparing and
decorating the new premises so that


                                      -28-
<PAGE>   164

they will be substantially similar to the Premises, (ii) the expense of moving
Tenant's office furnishings, furniture and equipment to the new premises, and
(iii) the expense of printing and sending announcements, postage for
announcements, and printing new stationary provided that Tenant's suite number
is indicated on the stationary, plus voice and data communication networks.
Occupancy of the new premises shall be under and pursuant to the terms of this
Lease. Tenant will be relocated at such time and in such manner as to minimize
interference with the conduct of Tenant's business.

      28. SURRENDER OF PREMISES; HOLDING OVER

      (a) The Lease shall terminate and Tenant shall deliver up and surrender
possession of the Premises to Landlord on the last day of the term hereof, and
Tenant hereby waives the right to any notice of termination or notice to quit.
Upon the expiration or sooner termination of this Lease, Tenant covenants to
deliver up and surrender possession of the Premises in the same condition in
which Tenant has agreed to maintain and keep the same during the term of this
Lease in accordance with the provisions of this Lease, normal wear and tear
excepted.

        (b) Upon the failure of Tenant to surrender possession of the Premises
to Landlord upon the expiration or sooner termination of this Lease, Tenant
shall pay to Landlord, as liquidated damages, an amount equal to twice the then
current Base Rent and additional rent required to be paid by Tenant under this
Lease, applied to any period in which Tenant shall remain in possession after
the expiration or sooner termination of this Lease. Acceptance by Landlord of
Base Rent or additional rent after such expiration or earlier termination shall
not constitute a consent to a holdover hereunder or result in a renewal. The
foregoing provisions of this paragraph are in addition to and do not affect
Landlord's right of reentry or any other rights of Landlord hereunder or
otherwise provided by law.


                                      -29-
<PAGE>   165

      29. DELAY IN POSSESSION

      (a) In the event that the Premises are not ready for Tenant's occupancy at
the Commencement Date of this Lease, because Landlord has not substantially
completed the tenant improvement work described in Article 45 of the Rider
(unless such tenant improvement work is being done by Tenant or Tenant's
contractor, in which case there shall be no delay in the Commencement Date and
no suspension or proration of Base Rent or additional rent), or because of the
failure or refusal of the present occupant of the Premises to vacate and
surrender up the same, or because of any restrictions, limitations or delays
caused by Government regulations or Governmental agencies, this Lease and the
term hereof shall not be affected thereby, nor shall Tenant be entitled to make
any claim for or receive any damages whatsoever from Landlord, but the entire
term of this Lease shall not commence and the Base Rent, additional rent and
other sums herein provided to be paid by Tenant shall not become due until the
date the Premises are substantially completed by Landlord and ready for Tenant's
occupancy or the date possession of the Premises is delivered to Tenant, as the
case may be.

      (b) In the event of a delay in the Commencement Date of this Lease,
Landlord and Tenant agree to execute a confirmation of lease term agreement,
substantially in the form of Exhibit E hereto, to confirm the Commencement Date
and Expiration Date of the Lease.

      30. COMPLIANCE WITH LAWS AND ORDINANCES At its sole cost and expense,
Tenant 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, and of the
National Board of Fire Underwriters or any other similar body now or hereafter
constituted, affecting Tenant's occupancy of the Premises or the business
conducted therein. Any obligations of Tenant as an employer to modify or alter
any part of the Premises for the benefit of Tenant's employees under any law,
rule or regulation, including without limitation the Americans with Disabilities
Act of 1990, shall be the sole responsibility and at the sole cost of Tenant.


                                      -30-
<PAGE>   166

      31. NOTICES All notices or demands under this Lease shall be in writing
and shall be given or served by either Landlord or Tenant to or upon the other,
either personally or by Registered or Certified Mail, Return Receipt Requested,
postage prepaid, and addressed as follows:

       TO LANDLORD:           The Prudential Insurance Company
                              of America
                              8 Campus Drive, 4th Floor
                              Arbor Circle South
                              Parsippany, NJ 07054
                              Attention: Law Department

       WITH A COPY TO:        Premisys Real Estate Services, Inc.
                              One Bala Plaza - Suite E501
                              Bala Cynwyd, Pennsylvania 19004

       TO TENANT:             Manugistics, Inc.
                              2115 East Jefferson Street
                              Rockville, Maryland 20852
                              Attn: Legal Department

      All notices and demands shall be deemed given or served upon the date of
receipt thereof by Landlord or Tenant, as the case may be. Either Landlord or
Tenant may change its address to which notices and demands shall be delivered or
mailed by giving written notice of such change to the other as herein provided.

      32. WARRANTY OF TENANT Tenant warrants to Landlord that Tenant has dealt
and negotiated solely and only with Premisys Real Estate Services, Inc. for this
Lease and with no other broker, firm, company or person.

      For good and valuable consideration, Tenant hereby agrees to indemnify,
defend and hold Landlord harmless from and against any and all claims, suits,
proceedings, damages, obligations, liabilities, counsel fees, costs, losses,
expenses, orders and judgments imposed upon, incurred by or asserted against
Landlord by reason of the falsity or error of Tenant's warranty.


                                      -31-
<PAGE>   167

      33. FORCE MAJEURE Landlord shall be excused for the period of any delay in
the performance of any of its obligations under this Lease, when prevented from
so doing by any cause or causes beyond Landlord's control, which shall include,
without limitation, all labor strikes and disputes, stoppage or interruption of
utility services to the Building, inability to obtain any materials or services,
civil commotion, or acts of God.

      34. LANDLORD'S OBLIGATIONS Landlord's obligations hereunder shall be
binding upon Landlord only for the period of time that Landlord is in ownership
of the Building, and upon termination of that ownership, except as to any
obligations which have then matured, Tenant shall look solely to Landlord's
successor in interest in the Building for the satisfaction of each and every
obligation of Landlord hereunder. If any security deposit has been made by
Tenant, Landlord shall transfer such security deposit to the purchaser and
thereupon Landlord shall be discharged from any further liability with respect
thereto.

      35. LANDLORD'S LIABILITY Landlord shall have no personal liability under
any of the terms, conditions or covenants of this Lease and Tenant shall look
solely to the equity of Landlord in the Building for the satisfaction of any
claim, remedy or cause of action accruing to Tenant as a result of the breach of
any provision of this Lease by Landlord.

      36. SUCCESSORS The respective rights and obligations of Landlord and
Tenant under this Lease shall bind and shall inure to the benefit of Landlord
and Tenant and their legal representatives, heirs, successors and assigns,
provided, however, that no rights shall inure to the benefit of any successor of
Tenant unless Landlord's written consent to the transfer to such successor has
first been obtained as provided in Article 13 above.

      37. GOVERNING LAW This Lease shall be construed, governed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.


                                      -32-
<PAGE>   168

      38. SEVERABILITY If any provisions of this Lease shall be held to be
invalid, void or unenforceable, the remaining provisions of this Lease shall in
no way be affected or impaired and such remaining provisions shall continue in
full force and effect.

      39. CAPTIONS Any headings preceding the text of the several Articles of
this Lease are inserted solely for convenience of reference and shall not
constitute a part of this Lease or affect its meaning, construction or effect.

      40. GENDER As used in this Lease, the word "person" shall mean and
include, where appropriate, an individual, corporation, partnership or other
entity; the plural shall be substituted for the singular, and the singular for
the plural, where appropriate; and words of any gender shall mean to include any
other gender.

      41. EXECUTION This Lease shall become effective when it has been signed by
a duly authorized officer or representative of Landlord and Tenant and delivered
to the other party.

      42. EXHIBITS AND RIDER Attached to this Lease and made part hereof are
Exhibits A, B, C, D and E and Rider Article 45 inclusive.

      43. ENTIRE AGREEMENT This Lease, including the Exhibits and the Rider,
contains all the agreements, conditions, understandings, representations and
warranties made between Landlord and Tenant with respect to the subject matter
hereof, and may not be modified orally or in any manner other than by an
agreement in writing signed by and delivered to both Landlord and Tenant.

      44. CORPORATE AUTHORITY If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation in accordance with the duly adopted resolution of the Board of
Directors of said corporation or in accordance with the By-Laws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms.


                                      -33-
<PAGE>   169

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease the
day and year first above written.

                                        (LANDLORD)
                                        THE PRUDENTIAL INSURANCE COMPANY
                                                 OF AMERICA

                                        By:   Premisys Real Estate Services,
                                              Inc., as Agent

                                        By: /s/ John Goodwin
                                           -------------------------------------
                                           John Goodwin,
                                           Regional Vice President


                                        (TENANT)
WITNESS OR ATTEST:                      Manugistics, Inc.

By: /s/ Helen Kastasia                  By: /s/ William M. Gibson
   --------------------------------        -------------------------------------
                                                   William M. Gibson
                                                   President & CEO

(Seal)


If Tenant is a corporation, Lease must be executed by the President or the Vice
President as well as the Secretary and properly sealed. If Tenant is a
partnership, all partners must execute the Lease and if Tenant is an individual
or a partnership, all signatures must be witnessed.


                                      -34-
<PAGE>   170

                   Rider Annexed to and Made Part of the Lease
                             Dated November 14, 1996
             Between The Prudential Insurance Company of America, as
                   Landlord, and Manugistics, Inc., as Tenant

      45. LANDLORD'S WORK AND CONTRIBUTIONS At Landlord's expense up to a
maximum of $56,240.00, Landlord agrees to construct the Premises in Landlord's
Building Standard manner, in accordance with Tenant's interior design drawings
and Final Plans and Specifications which shall be prepared by Space Design
Incorporated and at Landlord's expense (as part of Landlord's $56,240.00
allowance) and shall be submitted to Landlord on or before September 15, 1996,
time being of the essence. Landlord's contribution of up to a maximum of
$56,240.00 shall cover all design and construction costs and fees, including a
1.25% construction management fee payable to Premisys Real Estate Services,
Inc., Landlord's Property Manager, labor and materials, construction permits and
reasonable overhead (collectively "Total Cost"). In the event the Total Cost of
the design and construction of the Premises exceeds $56,240.00, then Tenant
shall pay Landlord the entire amount of the excess, in lump sum, within thirty
(30) days after Landlord's billing therefor following substantial completion of
Landlord's work.

      In the event Tenant vacates the Premises and there is a default in the
payment of Base Rent under the Lease, or in the event Landlord obtains
possession of the Premises or terminates the Lease by reason of a default by
Tenant under the Lease, Tenant shall pay to Landlord, upon demand, as additional
rent hereunder, the full unamortized amounts (based on an amortization period of
five (5) years eight (8) months and including interest at 11.00% per annum on
the outstanding principal balance) of Landlord's contribution and payment of up
to $56,240.00 in construction costs.


                                      -35-
<PAGE>   171

                                   EXHIBIT "B"

                              RULES AND REGULATIONS

DEFINITIONS

1.    Wherever in these Rules and Regulations the word "Tenant" is used, it
      shall be deemed to apply to and include Tenant and his agents, employees,
      invitees, licensees, subtenants and contractors, and to be of such number
      and gender as the circumstances require. The word "Landlord" shall include
      the employees and agents of Landlord.

CONSTRUCTION

2.    The streets, parking areas, sidewalks, entrances, lobbies, halls,
      passageways, elevators, stairways and other common areas provided by
      Landlord shall not be obstructed by Tenant, or used for any purpose other
      than for ingress and egress.

WASHROOMS

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

INSURANCE REGULATIONS

4.    Tenant shall not do anything in the Premises, or bring or keep anything
      therein, which will in any way increase or tend to increase the risk of
      fire or the rate of fire insurance, or which will conflict with the
      regulations of the Fire Department or the fire laws, or with any insurance
      policy on the Building or any part thereof, or with any present or future
      law, ordinance, rule or regulation affecting the occupancy and use of the
      Premises or Building, enacted or promulgated by any public authority or by
      the Board of Fire Underwriters.


                                       -1-
<PAGE>   172

GENERAL PROHIBITIONS

5.    In order to insure proper use and care of the Premises, Tenant shall not:

      a)    Keep animals or birds in the Premises.

      b)    Use the Premises for sleeping purposes.

      c)    Allow any sign, advertisement or notice to be affixed to the
            Building, inside or outside, or viewed through any window from
            outside the Building and/or the Premises, without Landlord's written
            consent. Signs on interior doors will be painted only by a
            contractor designated by Landlord, the cost of the painting to be
            paid by Tenant.

      d)    Make improper or loud noises or disturbances of any kind; sing, play
            or operate any musical instrument, radio or television without the
            prior written consent of Landlord, or otherwise do anything to
            disturb other Building tenants or tend to injure the reputation of
            the Building.

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

      f)    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, elevators or light wells of the Building.

      g)    Operate any machinery or equipment in the Premises other than normal
            office equipment.

      h)    Interfere with the Building's heating, ventilating and air
            conditioning system.

      i)    Allow anyone but Landlord's employees or contractors to clean the
            Premises.


                                      -2-
<PAGE>   173

      j)    Use any electric heating device or equipment without the prior
            written consent of Landlord.

      k)    Install call boxes, or any kind of wire in or on the Building
            without Landlord's permission and direction.

      1)    Manufacture any product or commodity, or prepare or dispense food,
            tobacco, drugs, flowers, or other commodities or articles without
            the prior written consent of Landlord.

      m)    Secure duplicate keys for the Premises or toilets, except from
            Landlord.

      n)    Place any weights in any portion of the Premises or the Building
            beyond the safe carrying capacity of the structure.

      o)    Enter any mechanical or electrical areas, telephone closets, loading
            areas, roof or Building storage areas without the prior written
            consent of Landlord.

      p)    Place door mats in public corridors without the prior written
            consent of Landlord.

PUBLICITY

6.    Tenant shall not use the name of the Building in any way in connection
      with his business except as the address thereof.

MOVEMENT OF EQUIPMENT

7.    Landlord reserves the right to designate the time when and the method
      whereby freight, small office equipment, furniture, safes and other like
      articles may be brought into, moved or removed from the Building or the
      Premises, and to designate the location for temporary disposition of such
      items. In no event shall any of the foregoing items be taken from Tenant's
      Premises for the purpose of removing same from the Building without the
      express written consent of both Landlord and Tenant.


                                      -3-
<PAGE>   174

REGULATION CHANGES

8.    Landlord shall have the right to make such other and further reasonable
      rules and regulations as in the judgment of Landlord, may from time to
      time be reasonably necessary for the safety, appearance, care, and
      cleanliness of the Building and for the preservation of good order
      therein. Landlord agrees to enforce such other rules and regulations
      uniformly against all tenants in the Building. Landlord shall not be
      responsible to Tenant for any violation of rules and regulations by other
      Building tenants.

PUBLIC ENTRANCE

9.    Landlord reserves the right to exclude the general public from the
      Building upon such days and at such hours as in Landlord's judgment will
      be for the best interest of the Building and its tenants. Persons entering
      the Building after 6:00 P.M. on business days and at all times on weekends
      and holidays must sign the register maintained for that purpose in the
      Building Lobby.


                                      -4-
<PAGE>   175

                                    EXHIBIT C

                                    HOLIDAYS

                                  New Years Day

                                  Memorial Day

                                Independence Day

                                    Labor Day

                                Thanksgiving Day

                             Day After Thanksgiving*

                                  Christmas Day

*     HVAC available on this day


                                      -1-
<PAGE>   176
                                    EXHIBIT D

                 STANDARD CLEANING SPECIFICATIONS - TENANT AREAS

DAILY

      Clean common area bathrooms, including sinks, toilets, floors and mirrors.

      Fully vacuum all carpets from wall to wall.

      Using approved spotter, spot clean carpet area.

      Empty all trash receptacles and replace liners as necessary.

      Remove all collected trash to designated area.

      Empty and damp wipe ashtrays.

      Dust all furniture, fixtures, equipment and accessories.

      Spot clean all walls, light switches and doors.

      Spot clean all partition glass.

      Clean and sanitize all sinks and wipe dry.

      Dust mop all hard surface floors with treated dust mop.

      Mop all stains and spills, especially coffee and drink spills.

      Detail clean threshold plates removing all visible soil.

WEEKLY

      Vacuum all fabric office furniture, including chairs and couches.


                                      D-1
<PAGE>   177

      Using a high speed floor machine, spray buff all hard surface areas.

      Clean all partition glass.

      Dust wood paneled walls.

MQNTHLY

      Dust all surfaces above normal reach, including sills, ledges, moldings,
      shelves, door frames, pictures and vents.

      Dust all chair and table legs and rugs, baseboards, ledges, moldings,
      and other low reach areas.

      Dust all venetian blinds.

QUARTERLY

      Spot clean all horizontal and vertical surfaces removing fingerprints,
      smudges and stains.

      Vacuum draperies.

      Strip hard surface floor and recoat with three coats of floor polish.

EIGHT TIMES PER YEAR

      Machine scrub hard surface floor and apply one coat of polish, allow to
      dry, then buff.

TWO TIMES PER YEAR

      Clean building windows both inside and outside.


                                      D-2
<PAGE>   178

                                    EXHIBIT E

                      CONFIRMATION OF LEASE TERM AGREEMENT

        AGREEMENT, made as of the day    of       , 1996, between THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA, a New Jersey corporation, having an office at
Three Gateway Center, 13th Floor, 100 Mulberry Street, Newark, New Jersey
07102-4077 ("Landlord") and Manugistics, Inc.
                       , a Delaware corporation              , having its
principal offices at 2115 East Jefferson Street, Rockville, MD, 20852
                                                             ("Tenant").

                                   WITNESSETH

WHEREAS:

      A. Landlord and Tenant entered into a written lease dated as of     , 1996
("Lease"), covering a portion of the    Floor in the building known as     Bala 
Plaza and located in Bala Cynwyd, Pennsylvania.

      B. Landlord and Tenant desire to amend the Lease to confirm the
commencement and expiration dates of the Lease term.

      NOW, THEREFORE, in consideration of the following mutual terms and
conditions, the Lease is hereby amended as follows:

      FIRST: Landlord and Tenant hereby acknowledge and confirm that:

         (i)        The Lease term commenced on                    , 1995 and
                    will expire at midnight on                   ,         ;

         (ii)       Tenant's annual and monthly Base Rent payments shall be as
                    follows:

                     ANNUAL            MONTHLY            BASE RENT RATE
PERIOD              BASE RENT         BASE RENT           PER SQUARE FOOT
------              ---------         ---------           ---------------
<PAGE>   179

         [(iii)     The notice, commencement and expiration dates of Tenant's
                    option to renew under Article                of
                    the Lease are _______________________, ____________________

                    and ___________________________, respectively.]

      SECOND: Except for the provisions of this CONFIRMATION OF LEASE TERM
AGREEMENT, all the terms, covenants and conditions contained in the Lease shall
remain in full force and effect.

      IN WITNESS WHEREOF, this AGREEMENT has been executed as of the day and
year first above written.

                    LANDLORD:   THE PRUDENTIAL INSURANCE COMPANY OF
                                AMERICA


                                By:   Premisys Real Estate Services, Inc., as
                                      Agent

                                By:
                                   ---------------------------------------------
                                                                , Vice President

             Manugistics, Inc.:
                     TENANT:                 /s/ William M. Gibsen
                                ------------------------------------------------
                                               William M. Gibsen
                                                President & CEO


                                By:
                                   ---------------------------------------------
<PAGE>   180


                                  EXHIBIT "B"

ONE BALA PLAZA                                                 DEMISED AREA PLAN
                                                                    SECOND FLOOR

                                [GRAPHIC OMITTED]