Exhibit 10.2


 


PURCHASE OPTION AGREEMENT


 


This Purchase Option
Agreement (“Agreement”) is made this 7th day of April, 2005 by and among 405 Eagleview
Associates (“Owner”), and Isolagen, Inc. (“Option-Holder”).


 


BACKGROUND


 


Owner is the owner
of the real property described on Exhibit “A” hereto,
which property also is known as 405 Eagleview Boulevard (Lot #10, Eagleview
Corporate Center), Uwchlan Township, Pennsylvania (“Real Property”). Pursuant
to a certain Lease dated the date hereof (“Lease”), Owner leased to
Option-Holder the Real Property, including a building consisting of 86,500
rentable square feet (“Building”), which will be improved with certain tenant
improvements (“Tenant Improvements”) by Option-Holder.  The record owner of the Real Property is The
Hankin Group, a Pennsylvania limited partnership.


 


As a material
inducement for Option-Holder to enter into the Lease, Owner has agreed to grant
to Option-Holder a right to purchase the Real Property and the Building,
together with all improvements now or hereafter constructed thereon
(collectively, “Option Property”). The parties are entering into this Agreement
to memorialize the terms and conditions upon which Option-Holder may exercise
its purchase option.


 


NOW,
THEREFORE, for and in consideration of $10.00, the receipt and sufficiency of
which hereby is acknowledged, and in consideration of the mutual undertakings
herein set forth, and intending to be legally bound hereby, Owner and
Option-Holder agree as follows:


 


AGREEMENT


 


1.                                       Defined
Terms.  Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Lease.


 


2.                                       Purchase
Option


 


a.                                       Owner
hereby grants to Option-Holder an option (“Purchase Option”) to purchase the
Option Property which, subject to the requirements of Section 2(c) below, may
be exercised by Option-Holder on or before April 1, 2009 if and only if
Option-Holder has not committed an Event of Default under the Lease which has
not been cured and has issued to Owner its notice to continue the term of such
Lease until the original expiration date of March 31, 2013, pursuant to Section
2(c) of that Lease.


 


b.                                      Option-Holder
may exercise its option only by delivering written notice (“Exercise Notice”)
to Owner of its exercise of the Purchase Option (the date of such Exercise
Notice being referred to herein as the “Exercise Date”), which notice shall be
delivered


 


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not later than April 1, 2009, which notice
shall restate Owner’s duties pursuant to Sections 7c. and 8 below.


 


c.                                       An
Exercise Notice shall include Option-Holder’s check in the amount of the
Deposit (hereafter defined), which shall be payable to Title Company (hereafter
defined) as escrow agent and held in an interest bearing escrow account until
Closing. Interest earned on the Deposit shall be paid to the party entitled
hereunder to receive the Deposit, and if paid to Owner at Closing, the full
amount thereof shall be credited against the Purchase Price.  No Exercise Notice issued by Option-Holder at
a time when there exists an uncured Event of Default under the Lease shall be
valid and enforceable, nor shall Owner be obligated to complete Closing under
this Option Agreement if at the time of Closing there exists an uncured Event
of Default under the Lease.


 


3.                                       Option
Price.


 


a.                                       The
purchase price to be paid for the Option Property (“Option Price”) shall be the
sum equal to Minimum Annual Rent for the year beginning April 1, 2010 as
calculated under the terms of the Lease, divided by a capitalization rate of 7.0%.


 


4.                                       Payment
of the Option Price. The Option Price shall be paid by Option-Holder to
Owner as follows:


 


a.                                       Seventy-five
Thousand Dollars ($75,000) (“Deposit”) shall be paid to Title Company as escrow
agent, who shall deliver the Deposit to Owner at Closing (which amount is
separate from and in addition to any Security Deposit paid by Option-Holder
under the Lease);


 


b. The
Security Deposit paid under the Lease not otherwise utilized by Landlord
pursuant to the Lease shall be retained by Owner and credited against the
Option Price; and


 


c.                                       An
amount equal to the Option Price less amounts paid pursuant to subsections a.
and b. above shall be paid to Owner on the Closing Date by wire transfer of
immediately available funds.


 


d.                                      If
the Option Price cannot be accurately determined at Closing because of a delay
in publication of the Consumer Price Index for March, 2010, necessary to
calculate Minimum Annual Rent, the Comparison Index to be used in calculating
Minimum Annual Rent for purposes of calculating the Option Price shall be the
applicable Index last published as of the date of Closing.


 


5.                                       Closing.  Closing shall be held on April 1, 2010, or such
other date within 30 days of such date as shall enable Owner to complete
Closing without incurring any prepayment penalty or fee under its mortgage.  Owner shall not take any action with respect
to financing on the Option Property so as to create a prepayment penalty or fee
due on April 1, 2010.  Closing shall be
held on the designated date at a time and at such location as is mutually
acceptable to Owner and Option-Holder.


 


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6.                                       Document
Examination.  Within sixty (60) days prior
to the Exercise Date, Owner agrees to make available for review by Option-Holder
at Owner’s office copies of unfulfilled contracts or commitments for
construction, labor or services entered by or at the direction of Owner with
respect to the Option Property (“Service Contracts”).  Option-Holder may request copies of the same,
and agrees to keep all such information confidential and promptly return same
to Owner if this Agreement is terminated for any reason. Such obligation shall
survive the termination of this Agreement, notwithstanding any provision hereof
to the contrary. Owner hereby covenants that during the effectiveness of this
Agreement no Service Contract shall be entered which is not terminable on the
Closing Date without expense to Option-Holder. Option-Holder shall identify to
Owner in writing, at the time it issues the Exercise Notice, which of the
Service Contracts Option-Holder desires to assume, and Owner shall cause all
other Service Contracts to be terminated as of the Closing Date at no expense
to Option-Holder.


 


7.                                       Title
and Survey.


 


a.                                       Title
at Closing.  Owner shall convey to Option-Holder
good and marketable fee simple title of record to the Option Property, which is
insurable as such at regular rates by Option-Holder’s designated title company,
which shall be a reputable title insurance company selected by Option-Holder as
is authorized to do business in the Commonwealth of Pennsylvania (“Title
Company”).  Title shall be subject only
to the Permitted Title Exceptions which shall include, for purposes of this
Agreement (1) all matters identified on Exhibit “B” attached hereto, (2) all
easements and amendments to Covenants (as defined in the Lease) granted in
accordance with Section 48(a) of the Lease, and (3) all matters determined in
accordance with subsections b., c. and d. below.


 


b.                                      Title
Report.  On or before thirty (30) days
after the Exercise Date (“Title Examination Period”), Option-Holder shall
furnish to Owner a title report (‘‘Title Report”) issued by Title Company,
giving the then current condition of title to the Option Property and any
objections of Option-Holder to matters in the Title Report other than the Permitted
Title Exceptions determined under subsections a.(1) and (2) above. Matters
identified by the Title Report and not objected to by Option-Holder on or
before the end of the Title Examination Period shall be deemed to be “Permitted
Title Exceptions.”


 


c.                                       Survey.  On or before five (5) days after the Exercise
Date, Owner, at Owner’s expense, shall provide Option-Holder with copies of any
and all surveys of the Option Property which Owner has in its possession.
Option-Holder, at Option-Holder’s expense, shall have the right to obtain an
on-the-ground staked survey of the Option Property which (1) has been prepared
in accordance with the American Land Title Association specifications, (2) has
been prepared by a land surveyor duly licensed in the Commonwealth of
Pennsylvania selected by Option-Holder, and (3) is sufficient to cause Title Company
to (A) delete the pre-printed survey exceptions from Option-Holder’s title
policy and (B) not take exception for items which are not Permitted Title
Exceptions. Prior to the expiration of the Title Examination Period,
Option-Holder shall notify Owner in writing of any objections to matters
revealed by such survey other than the Permitted Title Exceptions determined
under subsections a.(1) and (2) above. Matters


 


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identified by such survey and not objected to
by Option-Holder on or before the end of the Option Examination Period shall be
deemed to be “Permitted Title Exceptions.”


 


d.                                      Objections.  Owner will notify Option-Holder in writing
whether Owner is unable or unwilling to cure to Option-Holder’s satisfaction
any title or survey objections (other than the Permitted Title Exceptions)
raised by Option-Holder (“Title Problems”), which notice shall restate the
effect set forth in this Section of Owner’s failure to respond in accordance
with this Section. Owner shall be obligated to remove and discharge of record
or otherwise cure to Option-Holder’s satisfaction all Title Problems (other
than the Permitted Title Exceptions), which have timely been raised by
Option-Holder and which are liens in a fixed or ascertainable amount or result
from Owner’s actions. Owner’s failure to deliver such notice to Option-Holder
within ten (10) business days after delivery of Option-Holder’s notice of Title
Problems shall be deemed Owner’s refusal to cure all of the Title Problems by
the Closing Date, excluding, however, those Title Problems which Owner is
obligated hereunder to cure. If Owner has not agreed to cure all Title Problems
other than those which Owner is obligated hereunder to cure, Option-Holder
shall have ten (10) business days from receipt of Owner’s notice (or, if Owner
has failed to give notice, fifteen (15) days from delivery of Option-Holder’s
notice of Title Problems) either (1) to withdraw, without liability, its
exercise of the Purchase Option by notice in writing to Owner delivered prior to the expiration of such
fifteen (15) day period, or (2) to accept such title as Owner can deliver
without reduction or abatement of the Option Price except to the extent of
Title Problems which Owner is obligated hereunder to cure. Option-Holder’s
failure to timely deliver notice of termination shall be deemed Option-Holder’s
agreement to accept such title as Owner can deliver without reduction or
abatement of the Option Price, except to the extent of Title Problems which
Owner is obligated hereunder to cure.


 


e.                                       Failure
of Owner to Cure Title Problems.  If,
on or before the Closing Date, Owner shall fail to cure those of the Title
Problems which Owner has agreed to cure or is obligated hereunder to cure,
Option-Holder, as its sole and exclusive remedy, shall have the right: (1) to
withdraw, without liability, its exercise of the Purchase Option by notice in writing
to Owner, subject, however, to Option-Holder’s rights under Section 15 hereof,
and, notwithstanding any provision of the Lease to the contrary, to recover
from Owner all of Option-Holder’s reasonable actual third party costs arising from
its exercise of the Purchase Option, based upon third party invoices delivered
by Option-Holder to Owner not later than thirty (30) days after the failure of
Owner to cure, (2) to accept such title as Owner can deliver without reduction
or abatement of the Option Price except to the extent of Title Problems which
Owner is obligated hereunder to cure, or (3) to enforce the specific
performance of Owner’s agreement to cure the Title Problems.


 


8.                                       Representations
and Warranties.  Within ten (10)
business days after the Exercise Date, Owner shall confirm to Option-Holder in
writing that the representations and warranties set forth in Section 44 of the
Lease remain true, complete and correct or set forth in reasonable detail any
circumstances which make such representations and warranties untrue, incomplete
or incorrect. If any such qualification to the representations and warranties
shall, in Option-Holder’s sole discretion, materially and adversely affect the
subject Option Property or 


 


4





















 


Option-Holder’s intended use thereof or if
Owner shall fail to provide such written confirmation, Option-Holder shall have
the right to withdraw, without liability, its exercise of the Purchase Option,
subject, however, to Option-Holder’s rights under Section 15 hereof.


 


9.                                       Condition
of the Option Property.  The Option
Property shall be delivered to Option-Holder on the Closing Date in the same
condition which existed on the Exercise Date, except for (1) reasonable wear
and tear, (2) consequences of condemnation or casualty to the extent repair,
restoration or cure is not required under the Lease, and (3) damage caused by Option-Holder,
its agents, employees, contractors and invitees. Subject to the foregoing,
Owner shall be responsible to deliver the Option Property in compliance with
all environmental legal requirements relating to conditions which are (1)
existing at the Option Property on the Exercise Date and which are not
Option-Holder’s responsibility under the Lease or (2) caused thereafter, but
prior to the Closing Date by acts or omissions of Owner, its affiliates or
their respective employees, agents, contractors, licensees or invitees. Any
remediation required by governmental agencies to meet the requirements of the preceding
sentence shall be performed by Owner in accordance with all applicable laws
prior to the Closing Date.


 


10.           Damage or Destruction of Option
Property by Casualty or Condemnation. Owner and Option-Holder agree that,
except as hereafter modified, the Lease provisions shall govern their
respective obligations if, after Option-Holder’s exercise of the Purchase
Option, any portion of the Option Property is damaged or destroyed by fire or
other casualty or subjected to eminent domain proceedings (together, “Casualty”).
If the Lease shall be terminated as a result of a Casualty, Option-Holder shall
have the option either (a) to purchase the Option Property in its “as is”
condition, in which case no adjustment shall be made to the Option Price other
than a credit to Option-Holder for the amount of Owner’s insurance deductible
and all insurance proceeds or condemnation award (“Casualty Compensation”), as
applicable, received by Owner prior to such Closing Date and Owner shall assign
to Option-Holder all of Owner’s rights to such insurance Casualty Compensation,
or (2) to terminate its exercise of the Purchase Option in which case this
Agreement shall be null and void and neither party shall have any further
rights or obligations hereunder. If, however, any mortgagee of the Option
Property requires that Casualty Compensation be applied against outstanding
indebtedness secured by its mortgage, Option-Holder shall be entitled to a
credit against the Purchase Price in the amount of the Casualty Compensation
not received by Option-Holder.


 


11.                                 Closing
Obligations.


 


a.                                       Owner’s
Closing Deliveries:  At Closing, Owner
shall:


 


(1).                               Deeds. Execute, acknowledge, and deliver to
Option-Holder a special warranty deed for the Option Property (“Deed”) in
proper form for recording, conveying title to the Option Property as required
by this Agreement, which Deed shall be signed by the record owner of the Option
Property, and if required by the Title Company, Owner.


 


(2)                                  Assignment
of Service Contracts.  Execute and
deliver to Option-Holder an assignment and assumption agreement (“Assignment of
Contracts”) with respect 


 


5





















 


to all Service Contracts which Option-Holder
has agreed to assume, the form of which agreement shall be reasonably acceptable
to Option-Holder and Owner and which shall provide that (A) Option-Holder
assumes performance of all obligations so assigned which arise after Closing.
and agrees to indemnify, defend and hold harmless Owner from liability with
respect thereto; and (B) Owner agrees to indemnify, defend and hold harmless
Option-Holder from liability with respect to such assigned obligations which
relates to all periods prior to Closing.


 


(3)                                  Termination
of the Lease. Execute and deliver to Option-Holder a Termination of Lease
Agreement which confirms that the Lease between Owner and Option-Holder has
terminated (other than the indemnification provisions thereunder which shall
survive such termination with respect to acts and omissions during the term of
the Lease) and provide a mutual release by Owner and Option-Holder with respect
thereto, or which identifies outstanding claims which either party may have
against the other, the form of which shall be reasonably acceptable to
Option-Holder and Owner.


 


(4)                                  Evidence
of Authority. Deliver to Option-Holder and the .Title Company evidence reasonably satisfactory to Option-Holder
and the Title Company that (A) Owner
has the authority to execute and deliver the Deed and all other documents to be
executed and delivered by Owner at the Closing; (B) the persons
executing the Deed and such other documents on behalf of Owner have full right,
power and authority to do so; and (C) that all necessary action on the part of
Owner has been taken with respect to the valid execution and delivery of this
Agreement, and the consummation of the transactions contemplated hereby.


 


(5)                                  Keys.
 Deliver to Option-Holder all keys and
alarm combinations to the Option Property.


 


(6)                                  Plans
and Building Approvals.  Deliver to
Option-Holder all plans, approvals and permits in its possession in connection
with construction of the Building.


 


(7)                                  Title
Affidavits.  Deliver to Title Company
any normal and customary, reasonable certificates, affidavits, or other
documents as may be required by the Title Company to issue an owner’s title
policy.


 


(8)                                  FIRPTA
Affidavit.  Deliver to Option-Holder
the certifications required by Section 1445 of the Internal Revenue Code.


 


(9)                                  Municipal
Certificates.  Deliver to
Option-Holder any municipal certifications which are required as a condition to
the transfer of title to the Option Property.


 


(10)                            Miscellaneous. Deliver such other assignments,
affidavits and documents as may be required pursuant to the provisions hereof
or mutually agreed by counsel for Owner and Option-Holder to be necessary to
fully consummate the transaction contemplated hereby.


 


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b.                                      Option-Holder’s
Deliveries. At Closing, Option-Holder shall:


 


(1)                                  Evidence
of Authority. Deliver to Owner evidence that (A) Option-Holder has the
authority to execute and deliver all documents to be executed and delivered by
Option-Holder at the Closing, (B) the persons executing the documents on behalf
of Option-Holder have the full right, power and authority to do so; and (C) all
necessary action on the part of Option-Holder has been taken with respect to
the valid execution and delivery of this Agreement, and the consummation of the
transactions contemplated hereby.


 


(2)                                  Assignment
of Contracts. Execute and deliver to Owner the Assignment of Contracts,
thereby assuming all obligations of Owner with respect to the agreements so
assigned.


 


(3)                                  Purchase
Price. Deliver the Option Price required hereunder, either by certified
check or wire transfer of immediately available funds.


 


(4)                                  Miscellaneous.
Deliver such other assignments, affidavits and documents as may be required
pursuant to the provisions hereof or mutually agreed by counsel for Owner and
Option-Holder to be necessary to fully consummate the transaction contemplated
hereby.


 


c.                                       Amounts
Claimed as Off-Set under the Lease.  If
on the Closing Date, Option-Holder alleges that amounts are due from Owner for
nonperformance of Owner’s obligations as Landlord under the Lease and
Option-Holder shall have theretofore given Owner notice of such default to the
extent required under the Lease, Option-Holder shall pay the portion of the
Purchase Price equal to the amounts claimed due into an escrow account
maintained by Title Company or such other party who is acceptable to Owner and
Option-Holder to serve as escrow agent; provided, however, that the amounts
claimed due are supported by reasonable evidence of the costs incurred by
Option-Holder with respect to Owner’s alleged nonperformance. The party
performing the duties of escrow agent shall hold such amounts in an interest
bearing escrow account (with interest to follow the escrowed funds) until (1)
receipt of a final order by a court of competent jurisdiction which directs
application of such escrow funds, or (2) receipt of written instructions signed
by Owner and Option-Holder which direct application of such escrow funds, and,
upon receipt of either of the foregoing, the party performing the duties of
escrow agent shall release the escrowed funds in accordance with such instructions.


 


12.                                 Transfer
Taxes; Closing Costs; Allocation.


 


a.                                       Owner’s
Costs.


 


Owner shall
pay the costs of (1) one-half of all transfer taxes, and (2) one-half of the
fee of the Title Company to conduct closing, not in excess of a total fee of
$250.


 


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b.                                      Option-Holder’s
Costs.  Option-Holder shall pay the
costs of (1) the Title Report and Survey, if any, (2) the premium for an owner’s
title policy, if obtained by Option-Holder, (3) one-half of all
transfer taxes, (4) recording the Deed, and any other conveyance documents that
Option-Holder may choose to record, and (5) one-half of the fee of the
Title Company to conduct closing, not in excess of a total fee of $250.


 


c.                                       Other
Costs.  All other expenses incurred
by Option-Holder or Owner with respect to the Closing, including, but not
limited to, attorneys fees, shall be borne and paid exclusively by the party
incurring same.


 


d.                                      Proration
and Expenses. The following items shall be adjusted or prorated between
Option-Holder and Owner at Closing and, for purposes hereof, Option-Holder
shall be deemed the owner of the Option Property as of the Closing Date:


 


(1)                                  Real
Estate Taxes. Real estate and similar taxes for the then current tax year
relating to the Option Property shall be prorated. If the Closing Date shall
occur before the tax rate is fixed for the then current tax year, the
apportionment of taxes shall be made on the basis of the tax rate for the
preceding tax year applied to the latest assessed valuation of the Option
Property, and when the tax rate is fixed for the tax year in which the Closing
Date occurs, Owner and Option-Holder agree to adjust the proration of taxes
and, if necessary, to refund or pay such sums to the other party as shall be
necessary to effect such adjustment. This obligation shall survive Closing.


 


(2)                                  Assessments.
All unpaid installments of assessments for municipal improvements, if any,
which are due and payable before the closing, shall be paid by Owner at the Closing.
From and after the Closing Date, Option-Holder shall be solely responsible for
payment of any such assessments.


 


(3)                                  Prepaid
Rent. All rent paid by Option-Holder under the Lease shall be prorated and
Owner shall credit to Option-Holder all rent allocated to the Closing Date and
periods thereafter which has been collected from Option-Holder.


 


(4)                                  Utilities
and Service Contracts. Any operating expenses for or pertaining to the
public utility charges and service contracts shall be prorated between
Option-Holder and Owner at the Closing.


 


13.                                 Assignment
of Purchase Option. Option-Holder shall have the right to transfer or
assign (“Transfer”) any or all of its rights under this Agreement in connection
with an assignment of the Lease which is permitted by the Lease.


 


14.                                 Default.


 


a.                                       Default.
Either party shall be in default hereunder if such party fails to fulfill in a
timely manner any covenant, agreement, or obligation on such party’s part in the
manner required in this Agreement or breaches any representations or warranties
made by such party


 


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hereunder.


 


b.                                      Notice
Upon Default. With the exception of a default by either party in concluding
Closing, before either party shall be entitled to declare this Agreement in
default, the party who alleges a default by the other party first shall have
notified the party alleged to be in default in writing as to the nature of the
claimed default, and the party alleged to be in default shall have fifteen (15)
days after receipt of such notice in which to cure the default.


 


c.                                       Owner’s
Remedies. If, after the issuance of the Exercise Notice by Option-Holder,
all of the conditions to Option-Holder’s obligations have been satisfied or
properly waived by Option-Holder, Option-Holder shall be in default hereunder
beyond the period provided in subsection b. above, Owner’s sole and exclusive
remedies shall be (1) to terminate this Agreement, and (2) to retain the Deposit as liquidated damages
for such breach, it being agreed that Owner’s damages are difficult of precise
determination and that the amount of the Deposit represents the parties’ agreed
upon estimate of Owner’s actual damages, and not a penalty.


 


d.                                      Option-Holder’s
Remedies. If all of the conditions to Owner’s obligations have been
satisfied or properly waived by Owner, and Owner is in default in the performance
of its obligations hereunder beyond the period provided in subsection b. above,
Option-Holder’s sole and exclusive remedy hereunder (except as may be permitted
under Section 7e. hereof) shall be either: (i) to seek specific performance of
this Agreement; or (ii) to terminate this Agreement by notice in writing to
Owner, in which case the Deposit shall be returned to Option-Holder and Owner
shall reimburse Option-Holder for all reasonable, actual third-party costs
arising from Option-Holder’s performance of this Agreement, based upon invoices
of third parties submitted by Option-Holder to Owner not later than ninety (90)
days after the termination of this Agreement, not in excess of $75,000.00, whereupon
neither party shall have any further rights or liabilities hereunder.


 


e.                                       Attorney’s Fees. In any action or proceeding arising out of
this Agreement, the prevailing party shall be entitled to reasonable attorney
fees and costs.


 


15.                                 Resurrection
of Withdrawn Rights. If Option-Holder withdraws an Exercise Notice for reasons
set forth under Sections 7e. or 8 hereof, and Owner thereafter during the
effectiveness of the Lease, corrects the condition which triggered Option-Holder’s
withdrawal of an Exercise Notice, Owner shall notify Option-Holder that the
condition has been corrected which notice shall be provided not later than ten
(10) business days after the correction of such condition and include a
reasonable statement of the corrective action taken by Owner. Option-Holder
shall have thirty (30) days from receipt of Owner’s notice to re-exercise its
Purchase Option. If Option-Holder fails to re-exercise the Purchase Option
within such thirty (30) day period, Option-Holder’s rights hereunder shall be
terminated and deemed null and void, whereupon Owner shall be entitled to
record the termination of the memorandum of this Agreement. If Option-Holder
timely re-exercises its Purchase Option, the Closing Date shall be the later of
90 days after the date of re-exercise of the Purchase Option or April 1, 2010,
and unless the condition which prompted Option-Holder’s withdrawal of its
Exercise Notice arose from the gross negligence or wanton and willful


 


9





















 


misconduct of Owner, or Owner’s employees or
agents, Option-Holder shall pay Owner, in addition to Purchase Price, any Prepayment Fee due with
respect to a first mortgage encumbering the Option Property.


 


16.                                 Miscellaneous.


 


a.                                       Time
of the Essence.  Time is of the
essence for performance of all obligations
hereunder.


 


b.                                      Broker’s
Commission.  Each party represents
and warrants to the other that it has incurred no liability to any real estate
broker or agent with respect to the payment of any commission regarding the
consummation of the sale of the Option Property, except that Option-Holder has
been represented by Cushman and Wakefield, Inc., whose commission, if any,
shall be paid by Option-Holder, unless Owner has entered into a separate
written agreement with Cushman & Wakefield relating to a commission, in
which event, Owner shall pay Cushman & Wakefield such commission, if any,
as has been agreed to by Owner pursuant to such written agreement.  If any claims for commissions or fees are ever
made in connection with sales of the Option Property, all such claims shall be
handled and paid by the party whose actions or alleged commitments form the
basis of such claim, and such party shall indemnify, defend and hold harmless
the other from and against any and all such claims or demands, except that in
all events Option-Holder shall indemnify, defend and hold harmless Owner from
claims by Cushman & Wakefield not arising from a written commission
agreement between Cushman & Wakefield and Owner.


 


c.                                       Further
Assurances.  The parties shall
execute and deliver such additional documents and shall take such additional
action or cause such additional action to be taken, or to refrain from taking
any action as may be reasonably required to effect or implement all of the terms
and conditions of this Agreement and the transactions contemplated hereby.


 


d.                                      Notices.  Any notice or other communication under this
Agreement shall be in writing and addressed to Owner or Option-Holder at their
respective addresses set forth below (or to such other address as either may
designate by notice to the other):


 


	
  As to
  Option-Holder prior to

  	
   

  	
   

  
	
  Commencement Date of the Lease:

  	
   

  	
  Isolagen, Inc.

  
	
   

  	
   

  	
  2500 Wilcrest, 5th Floor

  
	
   

  	
   

  	
  Houston, TX 77042

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  As to Option-Holder as of

  	
   

  	
   

  
	
  the Commencement Date of the Lease:

  	
   

  	
  Isolagen, Inc.

  
	
   

  	
   

  	
  Eagleview Corporate Center

  
	
   

  	
   

  	
  405 Eagleview Boulevard

  
	
   

  	
   

  	
  Exton, PA 19341

  
	
   

  	
   

  	
  Attention: General Counsel

  



 


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  As to Owner:

  	
   

  	
  405 Eagleview Associates

  
	
   

  	
   

  	
  c/o The Hankin Group

  
	
   

  	
   

  	
  P.O. Box 562

  
	
   

  	
   

  	
  707 Eagleview Boulevard

  
	
   

  	
   

  	
  Eagleview Corporate Center

  
	
   

  	
   

  	
  Exton, PA 19341

  



 


All notices
and statements required or permitted under this Agreement shall be in writing
and delivered by either (a) United States Registered or Certified Mail, return
receipt requested, postage prepaid, (b) Federal Express or other nationally
recognized overnight courier service, fee prepaid, or (c) hand delivery against
written receipt therefor. Notice given in accordance with this Section shall be
deemed given and received as of the earlier of (i) actual receipt or (ii) first
attempted delivery (including delivery which is refused). The giving of notice
under this Section by attorneys of Owner or Option-Holder shall be deemed to be
the acts of Owner or Option-Holder, as applicable, however, the foregoing
provisions governing the date on which a notice is deemed to have been received
shall mean and refer to the date on which a party to this Agreement, and not
its counselor other recipient to which a copy of the notice may be sent, is
deemed to have received the notice.


 


e.                                       Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.


 


f.                                         Recording.
A short form memorandum of this Agreement shall be recorded at Option-Holder’s
expense. Concurrently with the execution of this Agreement, Option-Holder and
Owner agree to execute such memorandum of this Agreement along with a
termination thereof, both of which shall be in form and substance sufficient to
permit such instrument to be recorded and otherwise reasonably acceptable to
Option-Holder and Owner. The termination of such memorandum of this Agreement
shall be provided to Owner who hereby represents, warrants and covenants not to
record such termination unless and until this Agreement shall have terminated.


 


g.                                      Severability.
Any provision of this Agreement which is determined by a court of competent
jurisdiction to be invalid or unenforceable shall be ineffective only to the
extent of such invalidity or unenforceability and shall not invalidate or
render unenforceable the remaining provisions of this Agreement, and this
Agreement shall be construed to the fullest extent permitted by law in such
manner as to carry out the intent of this Agreement and of the provision so
deemed invalid or unenforceable.


 


h.                                      Applicable
Law. This Agreement shall be construed under and in accordance with the
laws of the Commonwealth of Pennsylvania.


 


i.                                          Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which, when taken together, shall
constitute one fully binding Agreement even though all original signatures do
not appear on the same document.


 


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j.                                          Merger
at Closing.  All representations and
warranties set forth in this Agreement shall terminate at Closing and be merged
into the Deed except for obligations under Sections 6, 12 and 16 b. hereof,
which shall survive Closing. Option-Holder acknowledges that it will have
exercised the Purchase Option, and purchase the Option Property, if at all,
only after having had the opportunity to inspect and examine the Option
Property pursuant to the Lease and Section 6 above. Accordingly, Option-Holder
acknowledges and agrees that its decision to purchase the Option Property is as
a result of its own independent investigation and inspection, and not as a
result of or in reliance upon any representation or warranty made or alleged to
have been made by Owner, or any of Owner’s agents and representatives, except
for such express warranties as may be contained in the Lease or this Agreement.


 


k.                                       Notice
of Restatements of Owner’s Obligations. 
Option-Holder’s failure to include a restatement of Owner’s obligations
in its notices to Owner as contemplated by Sections 2 c. and 7 d. hereof shall
not be deemed a default by Option-Holder nor a failure of Owner’s obligations
with respect to the subject obligations. If, however, Option-Holder shall fail
to include such restatement of Owner’s obligations and Owner shall not perform
within the time periods set forth in this Agreement, the consequences set forth
in Sections 2 and 7, as applicable, as a result of Owner’s failure to respond
shall not be binding on Owner unless and until Option-Holder shall have sent
written notice to Owner that Owner’s response is due and Owner shall not have
responded thereafter within the times for performance required under Sections 2
and 7, as applicable.


 


l.                                          Complete
Agreement; Modifications. This Agreement is the complete Agreement of the
parties hereto. Neither this Agreement nor any provision hereof may be waived,
modified, discharged, or terminated except by an instrument in writing signed
by the party against which the enforcement of such waiver, modification,
discharge, or termination is sought, and then only to the extent set forth in
such instrument


 


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IN WITNESS
WHEREOF, Owner and Option-Holder have caused this Agreement to be duly executed
under seal as of the date set forth above.


 


	
   

  	
  405 EAGLEVIEW ASSOCIATES

  
	
   

  	
   

  
	
   

  	
  By: THE HANKIN GROUP, a

  Pennsylvania limited partnership

  
	
   

  	
  By: THE HANKIN GROUP, 

  INC., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Robert S. Hankin, President

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  HANKIN PROPERTIES 

  PARTNERSHIP, a Pennsylvania limited 

  partnership

  
	
   

  	
   

  
	
   

  	
  By:
  HANKIN PROPERTIES, INC., its 

  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Robert S. Hankin, President

  	
   

  
	
   

  	
   

  
	
   

  	
  ISOLAGEN, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


13





















 


The Hankin Group, fee owner
of the Property, hereby joins in this Agreement to evidence its assent to be
bound to the obligations contained herein, and to restate the representations
and warranties made by Owner pursuant to Section 8 above, and the covenants in
Section 5 above, intending to be legally bound hereby.


 


	
   

  	
  By: THE HANKIN GROUP, a

  Pennsylvania limited partnership

  
	
   

  	
  By: THE HANKIN GROUP,

  INC., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Robert S. Hankin, President

  	
   

  
					



 


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EXHIBIT
“A”


 


15





















 


EXHIBIT
“B”


 


16