**Exhibit
      10.2**




**AMENDED
      AND RESTATED**




**OFFICE
      FACILITY LEASE**




This
**AMENDED
      AND RESTATED
      OFFICE FACILITY LEASE** (“**Amended and Restated Lease**”)
      effective August 9, 2007 by and between **FIRST INDUSTRIAL INVESTMENT,
      INC.** (“**Landlord**”) and **CHD MERIDIAN HEALTHCARE,
      LLC** (“**Tenant**”).




**WHEREAS**,
      Tenant and
      First Industrial Development Services, Inc., previously executed that Office
      Facility Lease with an effective date of August 9, 2007 (the
“**Lease**”) for the lease from said First Industrial Development
      Services, Inc. to Tenant of an office building consisting of approximately
      50,000 rentable square feet to be constructed by said First Industrial
      Development Services, Inc., all pursuant to the terms and conditions set forth
      therein;




**WHEREAS**,
      said First
      Industrial Development Services, Inc., through inadvertence and mistake
      was  named in the Lease as the “landlord,” rather than Landlord, the
      name of said First Industrial Development Services, Inc. having previously
      been
      changed to “First Industrial Investment, Inc.” pursuant to Articles of Amendment
      dated August 22, 2006 filed with the State of Maryland Department of Assessments
      of Taxation which Articles are attached hereto as **Exhibit H**;
      and




**WHEREAS**,
      the parties
      now desire to amend and restate the Lease to properly reflect the name of the
      Landlord hereunder as First Industrial Investment, Inc., it being agreed and
      acknowledged between the parties hereto that the Landlord in and under the
      Lease
      is First Industrial Investment, Inc., and that the Lease is and shall be amended
      to reflect First Industrial Investment, Inc. as the Landlord hereunder and
      restated in its entirety as follows:









**OFFICE
      FACILITY LEASE**




**(BUILD-TO-SUIT/TRIPLE
      NET)**




**1.**           **BASIC
      TERMS**.  This **Section 1** contains the
      Basic Terms of this Lease between Landlord and Tenant, named
      below.  Other Sections of the Lease referred to in this
**Section 1**explain and define the Basic Terms and are to be read
      in conjunction with the Basic Terms.




**1.1**           Effective
      Date of Lease:  August 9, 2007




**1.2**           Landlord:  First
      Industrial Investment, Inc.




**1.3**           Tenant:  CHD
      Meridian Healthcare, LLC, a Delaware limited liability company




**1.4**           Premises:  (See
      **Section 2.1**)  Approximately 50,000 rentable square
      feet (as measured by the American  National Standard Method of
      Measuring Floor Area in Office Buildings, EONS Z65.1-1996, published by the
      Building Owners and Managers Association International (“BOMA Standards”)
      included in the Improvements (as defined on **Exhibit B** attached
      hereto) to be constructed pursuant to the terms of this Lease on land legally
      described on **Exhibit A** attached hereto (the
“**Land**”).




**1.5**           Lease
      Term:  Eleven (11) years (the “**Term**”), commencing on
      the Commencement Date (as defined in **Exhibit B** attached hereto)
      and ending eleven Lease Years (as hereinafter defined) thereafter unless sooner
      terminated as provided in this Lease (the “**Expiration Date**”),
      or unless extended pursuant to **Section 25.18**.  The
      term, “**Lease Year**,” refers to a period of twelve (12)
      consecutive calendar months, the first of which twelve (12) month periods is
      referred to as the “**Initial Lease Year**;” such Initial Lease
      Year is the period from the Commencement Date to the last day of the calendar
      month in which the first annual anniversary of the Commencement Date
      occurs.




**1.6**           Permitted
      Use:  (See **Section 4.1**)  Office space,
      on-site health center and medical care facility, health fitness center, pharmacy
      and drug distribution center.




**1.7**           Tenant’s
      Guarantor:  I-trax, Inc., a Delaware corporation






1






**1.8**           Brokers:  (See
      **Section 24**;  if none, so state):  (A)
      Tenant’s Broker:  Newmark Knight Frank; and (B) Landlord’s
      Broker:  None




**1.9**           Security/Damage
      Deposit:  The Letter of Credit




**1.10**           Buyout
      Allowance:  Subject to Tenant’s prior delivery to Landlord of the
      Letter of Credit (defined below), $963,796.00 to be paid by Landlord directly
      to
      Burton Hills IV Investments, Inc., a Tennessee corporation, for the benefit
      of
      Tenant on or before September 1, 2007, to satisfy Tenant’s obligations pursuant
      to that Amended and Restated Second Amendment to Lease dated August 9, 2007,
      which is attached hereto as **Exhibit E**.  Landlord
      acknowledges that payment of the buyout allowance is a material inducement
      to
      Tenant to execute this Lease, and subject to delivery of the Letter of Credit
      by
      Tenant to Landlord, Landlord shall indemnify and hold harmless Tenant from
      any
      direct Losses (as defined below) from the failure by Landlord to make such
      payment on or before September 1, 2007.




**1.11**           Exhibits
      to Lease:  The following exhibits are attached to and made a part of
      this Lease:  A (Legal Description of Land), A-1 (Floor Plan of
      Premises); B (Construction Improvements, inclusive of B-1 (Landlord
      Improvements), B-2 (Tenant Improvements), B-3 (Acceptance Agreement), B-4
      (Allowances/Construction Budget), and B-5 (Construction Schedule)); C (Tenant
      Operations Inquiry Form); D (Broom Clean Condition and Repair Requirements);
      E
      (Amended and Restated Second Amendment to Lease); F (Form of Estoppel
      Certificate); G (Standby Letter of Credit); and H (Name Change
      Articles).




**2.**           **LEASE
      OF PREMISES; RENT**.




**2.1**           **Lease
      of Premises for Term**.  Landlord hereby leases the
      Premises to Tenant, and Tenant hereby rents the Premises from Landlord, for
      the
      Term and subject to the conditions of this Lease.  As of the
      Commencement Date, Tenant shall occupy all 50,000 rentable square feet of the
      Premises.




**2.2**           **Types
      of Rental Payments**. Tenant shall pay net base rent to Landlord in
      monthly installments, in advance, on the first day of each and every calendar
      month during the Term of this Lease (the “**Base Rent**”) in the
      amounts and for the periods as set forth below:




**Rental
      Payments**




**Lease
                Period**
            **Annual
                Base Rent**
            **Monthly
                Base Rent**Lease
                Year
                1                     Months
                1-4
              Months
                5-12
            Free
                Rent
              $530,000.00
            Free
                Rent
              $66,250.00Lease
                Year 2
            $810,900.00
            $67,575.00Lease
                Year 3
            $827,118.00
            $68,927.00Lease
                Year 4
            $843,660.00
            $70,305.00Lease
                Year 5
            $860,554.00
            $71,713.00Lease
                Year 6
            $877,764.00
            $73,147.00Lease
                Year 7
            $895,320.00
            $74,610.00Lease
                Year 8
            $913,224.00
            $76,102.00Lease
                Year 9
            $931,488.00
            $77,624.00Lease
                Year 10
            $950,112.00
            $79,176.00Lease
                Year 11
            $969,120.00
            $80,760.00









2




Tenant
      shall also pay all Operating
      Expenses (defined below) and any other amounts owed by Tenant hereunder
      (collectively, **“Additional Rent”**).  In the event any
      monthly installment of Base Rent or Additional Rent, or both, is not paid within
      10 business  days of the date when due, a late charge in an amount
      equal to 1% of the then delinquent installment of Base Rent and/or Additional
      Rent (the “**Late Charge**”; the Late Charge, Default Interest, as
      defined in **Section 23.3** below, Base Rent and Additional Rent
      are collectively be referred to as “**Rent**”), shall be paid by
      Tenant to Landlord, First Industrial Investment, Inc., 75 Remittance Drive,
      Suite 1066, Chicago, IL 60675-1066, or if sent by overnight courier, The
      Northern Trust Company, 350 North Orleans Street, 8th Floor Receipt
      and
      Dispatch, Chicago, IL 60654 Attention: First Industrial Investment, Inc., Suite
      1066 (or such other entity designated as Landlord’s management agent, if any,
      and if Landlord so appoints such a management agent, the
“**Agent**”), or pursuant to such other directions as Landlord
      shall designate in this Lease or otherwise in writing.




**2.3**           **Covenants
      Concerning Rental Payments; Initial and Final Rent
      Payments**.  Tenant shall pay the Rent promptly when due,
      without notice or demand, and without any abatement, deduction or
      setoff.  No payment by Tenant, or receipt or acceptance by Agent or
      Landlord, of a lesser amount than the correct Rent shall be deemed to be other
      than a payment on account, nor shall any endorsement or statement on any check
      or letter accompanying any payment be deemed an accord or satisfaction, and
      Agent or Landlord may accept such payment without prejudice to its right to
      recover the balance due or to pursue any other remedy available to
      Landlord.  If the Commencement Date occurs on a day other than the
      first day of a calendar month, the Rent due for the first partial calendar
      month
      of the Term shall be prorated on a per diem basis (based on a 360 day, 12 month
      year) and paid to Landlord on the Commencement Date.




**2.4**           **Net
      Lease**.  Tenant shall pay all costs and expenses incurred
      by Landlord and relating to the ownership and operation of the Premises and
      the
      business carried on therein, unless otherwise expressly provided to the contrary
      in this Lease.  Any amount or obligation relating to the Premises that
      is not expressly declared (under this Lease) to be that of Landlord shall be
      deemed to be an obligation of Tenant, to be performed by Tenant, at Tenant’s
      expense.  It is the intention of the parties hereto that the
      obligations of Tenant hereunder shall be separate and independent covenants
      and
      agreements, that the Base Rent and the Additional Rent shall continue to be
      payable in all events, and that the obligations of Tenant hereunder shall
      continue unaffected in all events, unless the requirement to pay or perform
      the
      same shall have been specifically terminated pursuant to an express provision
      of
      this Lease.




**3.**           **OPERATING
      EXPENSES**.




**3.1**           **Definitional
      Terms Relating to Additional Rent**.  For purposes of this
      Section and other relevant provisions of the Lease:




**3.1.1**           **Operating
      Expenses**.  The term “**Operating Expenses**”
shall mean all of the following:  (i) all market-based premiums for
      commercial property, casualty, general liability, boiler, flood, earthquake,
      terrorism and all other types of insurance provided by Landlord and relating
      to
      the Premises**,**and all deductibles paid by Landlord pursuant to
      insurance policies required to be maintained by Landlord under this Lease;
      (ii)
      management fees to Landlord or Agent in an amount not to exceed 2.5% per annum
      of all Base Rent due hereunder; (iii) Taxes, as hereinafter defined in
**Section****3.1.2**(subject, however, to the last
      sentence of **Section 3.1.2**); (iv) dues, fees or other costs and
      expenses, of any nature, due and payable to any association or comparable entity
      to which Landlord, as owner of the Premises, is a member or otherwise belongs
      and that governs or controls any aspect of the ownership and operation of the
      Premises; and (v) any real estate taxes and common area maintenance expenses
      levied against, or attributable to, the Premises under any declaration of
      covenants, conditions and restrictions, reciprocal easement agreement or
      comparable arrangement that encumbers and benefits the Premises and other real
      property (e.g. a business park).




**3.1.2**           **Taxes**.  The
      term “**Taxes**,” as referred to in **Section
      3.1.1(iii)** above shall mean (i) all governmental taxes, assessments,
      fees and charges of every kind or nature (other than Landlord’s income taxes),
      whether general, special, ordinary or extraordinary, due at any time or from
      time to time, during the Term and any extensions thereof, in connection with
      the
      ownership, leasing, or operation of the Premises, or of the personal property
      and equipment located therein or used in connection therewith; and (ii) any
      reasonable expenses incurred by Landlord in contesting such taxes or assessments
      and/or the assessed value of the Premises.  For purposes hereof,
      Tenant shall be responsible for any Taxes that are due and payable at any time
      or from time to time during the Term and for any Taxes that are assessed, become
      a lien, or accrue during any Operating Year, which obligation shall survive
      the
      termination or expiration of this Lease.  If Landlord so elects, by
      delivery of written notice to Tenant at any time during the Term, Tenant shall
      pay the Taxes directly to the taxing authority(ies), rather than to Landlord
      for
      payment to the taxing authority(ies), whereupon Tenant shall be required to
      pay
      all Taxes prior to the date on which they become delinquent and Tenant shall
      deliver to Landlord, promptly after Tenant’s payment of same, reasonable
      evidence of such payments.








3




**3.1.3**           **Operating
      Year**.  The term “**Operating Year**” shall
      mean the calendar year commencing January 1st of each year (including the
      calendar year within which the Commencement Date occurs) during the
      Term.




**3.2**           **Payment
      of Operating Expenses**.  Tenant shall pay, as Additional
      Rent and in accordance with the requirements of **Section 3.3**,
      all of the Operating Expenses, as set forth in **Section
      3.3**.  Additional Rent commences to accrue upon the
      Commencement Date.  The Operating Expenses payable hereunder for the
      Operating Years in which the Term begins and ends shall be prorated to
      correspond to that portion of said Operating Years occurring within the
      Term.  The Operating Expenses and any other sums due and payable under
      this Lease shall be adjusted upon receipt of the actual bills therefor, and
      the
      obligations of this **Section 3**shall survive the
      termination or expiration of the Lease.




**3.3**           **Payment
      of Additional Rent**.  Landlord shall have the right to
      reasonably estimate the Operating Expenses for each Operating
      Year.  Upon Landlord’s or Agent’s notice to Tenant of such estimated
      amount, Tenant shall pay, on the first day of each month during that Operating
      Year, an amount (the “**Estimated Additional Rent**”) equal to the
      estimate of the Operating Expenses divided by 12 (or the fractional portion
      of
      the Operating Year remaining at the time Landlord delivers its notice of the
      estimated amounts due from Tenant for that Operating Year).  If the
      aggregate amount of Estimated Additional Rent actually paid by Tenant during
      any
      Operating Year is less than Tenant’s actual ultimate liability for Operating
      Expenses for that particular Operating Year, Tenant shall pay the deficiency
      within 30 days of Landlord’s written demand therefor.  If the
      aggregate amount of Estimated Additional Rent actually paid by Tenant during
      a
      given Operating Year exceeds Tenant’s actual liability for such Operating Year,
      the excess shall be credited against the Estimated Additional Rent next due
      from
      Tenant during the immediately subsequent Operating Year, except that in the
      event that such excess is paid by Tenant during the final Lease Year, then
      upon
      the expiration of the Term, Landlord or Agent shall pay Tenant the
      then-applicable excess promptly after determination thereof.  Tenant
      shall have the right upon thirty (30) days prior notice to audit the books
      and
      records of the Landlord with respect to its determination of Additional
      Rent.




**3.4**           **Management
      Services**.  Landlord shall provide the following
      management services in consideration of the management fee set forth in
**Section 3.1.1**: (a)  assist Tenant as needed with
      Tenant’s management and oversight of all common areas within the Building (as
      defined on **Exhibit B**), including, elevator shafts, stairways,
      vertical penetrations, electrical systems, and all other areas and building
      systems not included within the Premises based on BOMA Standards; (b)
      administration and management of Tenant’s repair, replacement, operation and
      maintenance of the elevators****and the heating, ventilation
      and air-conditioning system; (c) assist Tenant as needed in connection with
      Tenant’s administration of its service contracts with respect to (i) janitorial
      services for the Premises on business days, (ii) maintenance, repair and
      replacement of the driveways, access roads, parking and sidewalk areas
      (including snow and ice removal, sweeping and striping), landscaped areas,
      and
      lighting, and (iii) trash and rubbish removal; (d) management and administration
      of payment of annual taxes and assessments assessed by the County, City, and/or
      other governmental authorities for the land and improvements constituting the
      Premises; and (e) customary management and administration services with respect
      to insurance coverage for the Premises.




**4.**           **USE
      OF PREMISES; SIGNAGE; SECURITY DEPOSIT**.




**4.1**           **Use
      of Premises**.  The Premises shall be used by the Tenant
      for the purpose(s) set forth in **Section 1.6** above and for no
      other purpose whatsoever.  Tenant shall not, at any time, use or
      occupy, or suffer or permit anyone to use or occupy, the Premises, or do or
      permit anything to be done in the Premises, in any manner that would reasonably
      be expected to (a) violate any Certificate of Occupancy for the Premises; (b)
      cause, or be liable to cause, injury to, or in any way impair the value or
      proper utilization of, all or any portion of the Premises (including, but not
      limited to, the structural elements of the Premises) or any equipment,
      facilities or systems therein; (c) constitute a violation of the laws and
      requirements of any public authority or the requirements of insurance bodies
      or
      the rules and regulations of the Premises, including any covenant, condition
      or
      restriction affecting the Premises; (d) exceed the load bearing capacity of
      the
      floor of the Premises; or (e) impair or tend to impair the character, reputation
      or appearance of the Premises.  On or prior to the date hereof, Tenant
      has completed and delivered for the benefit of Landlord a “Tenant Operations
      Inquiry Form” in the form attached hereto as **Exhibit C**
      describing the nature of Tenant’s proposed business operations at the Premises,
      which form is intended to, and shall be, relied upon by
      Landlord.  From time to time during the Term (but no more often than
      once every twelve months unless Tenant is in default hereunder or unless Tenant
      assigns this Lease or subleases all or any portion of the Premises, whether
      or
      not in accordance with **Section 8**), Tenant shall provide an
      updated and current Tenant Operations Inquiry Form upon Landlord’s
      request.  At such time as Tenant seeks any zoning or land use approval
      required for the Permitted Uses, Landlord shall provide commercially reasonable
      assistance to obtain such approvals, provided, that, it is reimbursed for all
      out-of-pocket costs incurred.






4




**4.2**           **Signage**.  Except
      as set forth in the Preliminary Plans or on the Final Project Plans (including
      signage on the building), Tenant shall not affix any sign of any size or
      character to any portion of the Premises, without prior written approval of
      Landlord, which approval shall not be unreasonably withheld or
      delayed.  Tenant shall remove all signs of Tenant upon the expiration
      or earlier termination of this Lease and promptly repair any damage to the
      Premises caused by, or resulting from, such removal.




**4.3**           **Letter
      of Credit**.




**4.3.1**           **Delivery
      of Letter of Credit****.**  Concurrently with
      Tenant’s execution and delivery of this Lease to Landlord, and as an express
      condition to Landlord’s obligation to pay the Buyout Allowance to Tenant, Tenant
      shall deliver to Landlord a letter of credit (**“Letter of
      Credit”**) in the amount of Seven Hundred Thousand and No/100 Dollars
      ($700,000.00).  The Letter of Credit shall be held by Landlord as
      security for the performance by Tenant of all its material obligations under
      this Lease.  Upon the occurrence of a Default hereunder by Tenant,
      Landlord may, from time to time, draw on the Letter of Credit and utilize the
      proceeds, therefor (the “**Security Deposit**”) to the extent
      necessary to satisfy any and all amounts due and owing under Section 23 arising
      out of such Default.  Any remaining balance of the Security Deposit
      shall be returned by Landlord to Tenant at the earlier of within 30 days after
      (a) the termination or expiration of this Lease and the full and complete
      satisfaction of Tenant’s obligations hereunder; (b) the day on which the amount
      of the Letter of Credit that Tenant must maintain is reduced in accordance
      with
      Section 4.3.2(b) so long as Tenant delivers to Landlord substitute Letters
      of
      Credit in accordance with Section 4.3.2(b); or (c) in the event of a Default
      which may be cured by the payment of money, upon payment in full of such amount
      in full satisfaction and discharge of such Default as reasonably required by
      Landlord if Landlord elects, in its sole and absolute discretion, to accept
      such
      payment in cure of such Default, provided that Landlord’s election to accept
      such payment of money in satisfaction and cure of any Default shall not
      constitute a waiver by Landlord of any of its rights or remedies under Section
      23 of this Lease with respect to any  further or subsequent Default,
      and provided further, that Landlord shall not be deemed to have accepted any
      such payment of money in cure of any Default and the payment of money shall
      not
      be deemed or constitute a cure of the Default unless and until Landlord has
      agreed in writing with Tenant that acceptance of such payment constitutes a
      discharge and cure of such Default.  The Security Deposit shall not be
      considered an advance payment of rental or a measure of Landlord's damages
      in
      case of Default by Tenant.  Tenant shall not be entitled to receive
      and shall not receive any interest on the Security Deposit, and Landlord may
      commingle the same with other monies of Landlord.  In the event of a
      sale or transfer of Landlord’s interest in the Premises, Landlord shall have the
      right to transfer the Security Deposit to the purchaser or lessor, as the case
      may be, and upon any such transfer Landlord shall be relieved of all liability
      to Tenant for the return of the Security Deposit, and Tenant shall look solely
      to the new owner or lessor for the return of the Security Deposit.




**4.3.2**           **Letter
      of Credit Requirements****.**




**a.**           The
      Letter of Credit shall (i) be clean, unconditional, irrevocable, transferable,
      payable to Landlord on sight at a financial institution located in the
      Nashville, Tennessee metropolitan area, in partial or full draws; (ii) be
      substantially in the form attached hereto and incorporated herein as
**Exhibit G**, and otherwise be in form and content acceptable to
      Landlord; (iii) be issued by a financial institution acceptable to Landlord;
      and
      (iv) contain an “evergreen” provision that provides that it is automatically
      renewed on an annual basis unless the issuer delivers thirty (30) days’ prior
      written notice of cancellation to Landlord and Tenant.  Any and all
      fees or costs charged by the issuer in connection with the Letter of Credit
      shall be paid by Tenant.




**b.**           Tenant
      shall maintain the Letter of Credit in full force and effect throughout the
      entire Term hereof and thirty (30) days after the expiration or earlier
      termination hereof, and shall cause the Letter of Credit to be renewed or
      replaced not less than thirty (30) days prior to its expiry
      date.  Landlord shall return the Letter of Credit to Tenant within
      thirty (30) days after the expiration of the Term or upon an earlier termination
      of this Lease, provided Tenant shall have made all payments and performed all
      covenants and agreements required under this Lease.  The foregoing
      notwithstanding, if Tenant is not in Default under this Lease, Tenant may reduce
      the face amount of the Letter of Credit to $466,667 after the sixteenth month
      of
      the Term.  Thereafter, so long as Tenant shall not be in Default under
      this Lease, the face amount of the Letter of Credit may be further reduced
      to
      $233,333 after the fortieth month of the Term.  From and after such
      second reduction, there shall be no further reductions in the face amount of
      the
      Letter of Credit.




**c.**             Landlord
      shall have the right to present the Letter of Credit for payment and draw
      thereon in whole or in part following a Default and may apply the proceeds
      thereof in satisfaction of Tenant’s obligations following a Default under
      Section 23 of this Lease, but not further or otherwise.  Any portion
      of the Security Deposit remaining following Landlord’s acceptance in writing of
      a payment of money in cure of a Default shall be returned to Tenant promptly
      following any necessary restoration of the face amount of the Letter of Credit
      to the amount of the Letter of Credit prior to Landlord’s draw(s), it being
      understood that Tenant upon written demand shall forthwith restore the Letter
      of
      Credit to the amount of the Letter of Credit prior to Landlord’s
      draw(s).  In the event of a monetary Default which may be paid and
      satisfied by payment of a fixed sum, without regard of whether Landlord elects
      to accept such payment in cure of such Default, Landlord agrees to initially
      only draw such amount(s) as may be initially required to recoup payment of
      the
      sum in question, provided  that such partial draw shall not constitute
      a waiver or be in limitation of Landlord’s ongoing rights to thereafter continue
      to draw on the Letter of Credit in the enforcement of its rights and remedies
      under Section 23 below at such times and in such amounts as Landlord determines
      to be necessary for so long as such Default remains uncured, it being agreed
      that any election of Landlord to accept payment in cure of a Default shall
      at
      all times be in Landlords sole and absolute discretion.  Neither any
      drawing under the Letter of Credit nor any installment of rent prepaid by Tenant
      shall be deemed liquidated damages in the event of a default by Tenant under
      this Lease.  Landlord shall also have the right to draw upon the
      Letter of Credit in any of the following circumstances: (i) if the credit rating
      of the issuer of the Letter of Credit is downgraded from the credit rating
      of
      such issuer at the time of the issuance of the Letter of Credit, the issuer
      of
      the Letter of Credit enters into any supervisory agreement with any governmental
      authority, or the issuer of the Letter of Credit fails to meet any capital
      requirements imposed by applicable law and Landlord reasonably determines that
      such event materially compromises the issuer’s ability to stand behind its
      obligations under the Letter of Credit, and Tenant fails to deliver to Landlord
      a replacement Letter of Credit complying with the terms of this Lease within
      thirty (30) days of request therefor from Landlord, and (ii) if Tenant fails
      to
      provide Landlord with any renewal or replacement Letter of Credit complying
      with
      the terms of this Lease at least thirty (30) days prior to expiration of the
      then-current Letter of Credit, where the issuer of such Letter of Credit has
      advised Landlord of its intention not to renew the Letter of
      Credit.  In the event the Letter of Credit is drawn upon due solely to
      the circumstances described in the foregoing clauses (i) or (ii), the amount
      drawn shall be held by Landlord without interest as a Security Deposit to be
      otherwise retained, expended or disbursed by Landlord in accordance with the
      terms of this Lease.








5




**d.**           Upon
      notice to Tenant, Landlord shall have the right to pledge or assign its interest
      in the Letter of Credit and proceeds thereof to any lender holding a security
      interest in the Premises.  In the event of a sale or transfer of
      Landlord’s interest in the Premises, upon notice to Tenant, Landlord shall have
      the right to transfer the Letter of Credit, or the proceeds thereof, to the
      extent not applied as set forth above, to transferee as the new landlord under
      this Lease.  To the extent the Letter of Credit, or proceeds thereof,
      are so transferred, Landlord shall be considered released by Tenant from all
      liability for the return of the Letter of Credit, or proceeds
      thereof.  No mortgagee or purchaser of any or all of the Premises at
      any foreclosure proceeding brought under the provisions of any mortgage shall
      (regardless of whether the Lease is at the time in question subordinated to
      the
      lien of any mortgage) be liable to Tenant or any other person for any or all
      of
      such sums or the return of any Letter of Credit (or any other or additional
      security deposit or other payment made by Tenant under the provisions of this
      Lease), unless Landlord has actually delivered the Letter of Credit, or proceeds
      thereof, to such mortgagee or purchaser.  If requested by any such
      mortgagee or purchaser, Tenant shall obtain an amendment to the Letter of Credit
      that names such mortgagee or purchaser as the beneficiary thereof in lieu of
      Landlord.




**e.**           No
      right or remedy available to Landlord as provided in this Section 4.3 shall
      preclude or extinguish any other right to which Landlord may be
      entitled.  In furtherance of the foregoing, it is understood that in
      the event Tenant fails to perform its obligations and to take possession of
      the
      Premises on the Commencement Date, any amounts recovered from the Letter of
      Credit shall not be deemed liquidated damages.  Landlord may apply
      such sums to reduce Landlord’s damages and such application of funds shall not
      in any way limit or impair Landlord’s right to seek or enforce any and all other
      remedies available to Landlord to the extent allowed hereunder, at law or in
      equity.




**5.**           **CONDITION
      AND DELIVERY OF PREMISES**.




**5.1**           **Condition
      of Premises**.  Landlord shall deliver the Premises in
      accordance with the requirements in **Exhibit B**hereto.  Except as otherwise expressly provided in
**Exhibit B**, Landlord shall not be obligated to make
      any repairs,
      replacements or improvements (whether structural or otherwise) of any kind
      or
      nature to the Premises in connection with, or in consideration of, this
      Lease.




**5.2**           **Commencement
      Date**.  The Commencement Date shall be determined pursuant
      to **Exhibit B**.




**6.**           **SUBORDINATION;
      ESTOPPEL CERTIFICATES; ATTORNMENT**.




**6.1**           **Subordination
      and Attornment**.  This Lease is and shall be subject and
      subordinate at all times to: (a) all ground leases or underlying leases that
      may
      now exist affecting the Premises; (b) any mortgage or deed of trust that may
      now
      exist, and encumber, any or all of the Premises; and (c) all or any portion
      of
      Landlord’s interest or estate in any of said items.  Tenant shall
      execute and deliver, within ten (10) days of Landlord’s request, and in the form
      reasonably requested by Landlord (or its lender), any documents evidencing
      the
      subordination of this Lease to any existing or future mortgage, deed of trust
      or
      ground lease, provided, that, such documents include a nondisturbance agreement
      from the holder of such mortgage, deed of trust or other documents in a form
      reasonably acceptable to Tenant.  Tenant hereby covenants and agrees
      that Tenant shall attorn to any successor to Landlord.




6






**6.2**           **Estoppel
      Certificate**.  Tenant agrees, from time to time and within
      10 days after request by Landlord, to deliver to Landlord, or Landlord’s
      designee, an estoppel certificate in the form of **Exhibit
      F**.  Failure by Tenant to timely execute and deliver such
      certificate shall constitute a Default, as defined below (without any obligation
      to provide any notice thereof or any opportunity to cure such failure to timely
      perform).




**6.3**           **Transfer
      by Landlord**. In the event of a sale or conveyance by Landlord of
      the Premises, if the Successor Landlord fully assumes the Landlord’s obligations
      herein, the same shall operate to release Landlord from any liability for any
      of
      the covenants or conditions, express or implied, herein contained in favor
      of
      Tenant and first arising or accruing after the effective date of Landlord’s
      transfer of its interest in the Premises, and in such event Tenant agrees to
      look solely to Landlord’s successor in interest (“**Successor
      Landlord**”) with respect thereto and agrees to attorn to such successor;
      provided however that it shall be a condition to Landlord’s release of its
      obligations under **Exhibit B** that any such Successor Landlord
      have sufficient financial wherewithal and strength to perform the obligations
      of
      Landlord under **Exhibit B** hereunder.




**7.**           **QUIET
      ENJOYMENT**.  Subject to the provisions of this Lease, so
      long as Tenant pays all of the Rent and performs all of its other obligations
      hereunder, Tenant shall not be disturbed in its possession of the Premises
      by
      Landlord, Agent or any other person lawfully claiming through or under
      Landlord.




**8.**           **ASSIGNMENT
      AND SUBLETTING**.  Tenant shall not (a) assign (whether
      directly or indirectly), in whole or in part, this Lease, or (b) mortgage or
      pledge the Lease, or (c) sublet the Premises, in whole or in part, without
      (in
      the case of any or all of (a) through (c) above) the prior written consent
      of
      Landlord, which consent shall not be unreasonably withheld or
      delayed.  Tenant may, however, assign this Lease or sublease a portion
      of the Premises to a wholly-owned subsidiary, or as part of the sale of
      substantially all the assets or equity interests of Tenant or as part of a
      merger, without the prior consent of Landlord, so long as (a) such assignment
      is
      not for the purpose of circumventing the provisions of this Section 8, and
      (b) Landlord reasonably approves the net worth and credit worthiness of
      such assignee. Furthermore, the change in less than twenty-five percent (25%)
      of
      the membership interests of the Tenant shall not constitute an assignment of
      this Lease. In no event shall any assignment or sublease release Tenant or
      any
      guarantor from any obligation or liability hereunder.  Any purported
      assignment, mortgage, transfer, pledge or sublease made without the prior
      written consent of Landlord shall be absolutely null and void.  No
      assignment of this Lease shall be effective and valid unless and until the
      assignee executes and delivers to Landlord any and all documentation reasonably
      required by Landlord in order to evidence assignee’s assumption of all
      obligations of Tenant hereunder.  Regardless of whether or not an
      assignee or sublessee executes and delivers any documentation to Landlord
      pursuant to the preceding sentence, any assignee or sublessee shall be deemed
      to
      have automatically attorned to Landlord in the event of any termination of
      this
      Lease.  If this Lease is assigned, or if the Premises (or any part
      thereof) are sublet or used or occupied by anyone other than Tenant, whether
      or
      not in violation of this Lease, Landlord or Agent may (without prejudice to,
      or
      waiver of its rights), collect Rent from the assignee, subtenant or
      occupant.  In the event of an assignment of this Lease and the payment
      of consideration from the assignee to the Tenant in connection therewith, 50%
      of
      such net consideration (i.e., consideration remaining after payment of all
      costs, fees (including broker and attorneys fees) and expenses incurred by
      Tenant) shall be paid to Landlord.  With respect to the allocable
      portion of the Premises sublet, in the event that the total rent and any other
      considerations received under any sublease by Tenant is greater than (on a
      pro
      rata and proportionate basis) the total Rent required to be paid, from time
      to
      time, under this Lease, Tenant shall pay to Landlord fifty percent (50%) of
      such
      excess as received from any subtenant and such amount shall be deemed a
      component of the Additional Rent.




**9.**           **COMPLIANCE
      WITH LAWS**.




**9.1**           **Compliance
      with Laws**.  Tenant shall, at its sole expense (regardless
      of the cost thereof), comply with all local, state and federal laws, rules,
      regulations and requirements now or hereafter in force and all judicial and
      administrative decisions in connection with the enforcement thereof
      (collectively, “**Laws**”), whether such Laws (a) pertain to either
      or both of the Premises and Tenant’s use and occupancy thereof; (b) concern or
      address matters of an environmental nature; (c) require the making of any
      structural, unforeseen or extraordinary changes; and (d) involve a change of
      policy on the part of the body enacting the same, including, in all instances
      described in (a) through (d), but not limited to, the Americans With
      Disabilities Act of 1990 (42 U.S.C. Section 12101 *et
      seq*.).  If any license or permit is required for the conduct of
      Tenant’s business in the Premises, Tenant, at its expense, shall procure such
      license prior to the Commencement Date, and shall maintain such license or
      permit in good standing throughout the Term.  Tenant shall give prompt
      notice to Landlord of any written notice it receives of the alleged violation
      of
      any Law or requirement of any governmental or administrative authority with
      respect to either or both of the Premises and the use or occupation
      thereof.  The foregoing obligations of Tenant shall not vitiate or
      otherwise affect Landlord’s obligations under **Exhibit B**
      hereof.






7






**9.2**           **Hazardous
      Materials**.  If, at any time or from time to time during
      the Term (or any extension thereof), any Hazardous Material (defined below)
      is
      generated, transported, stored, used, treated or disposed of at, to, from,
      on or
      in the Premises by, or as a result of any act or omission of, any or all of
      Tenant and any or all of Tenant Parties (defined below): (i) Tenant shall,
      at
      its own cost, at all times comply (and cause all others to comply) with all
      Laws
      relating to Hazardous Materials, and Tenant shall further, at its own cost,
      obtain and maintain in full force and effect at all times all permits and other
      approvals required in connection therewith; (ii) Tenant shall promptly provide
      Landlord or Agent with complete copies of all communications, permits or
      agreements with, from or issued by any governmental authority or agency
      (federal, state or local) or any private entity relating in any way to the
      presence, release, threat of release, or placement of Hazardous Materials on
      or
      in the Premises or any portion of the Premises, or the generation,
      transportation, storage, use, treatment, or disposal at, on, in or from the
      Premises, of any Hazardous Materials; (iii) Landlord, Agent and their respective
      agents and employees shall have the right to either or both (x) enter the
      Premises and (y) conduct appropriate tests, at Tenant’s expense, for the
      purposes of ascertaining Tenant’s compliance with all applicable Laws or permits
      relating in any way to the generation, transport, storage, use, treatment,
      disposal or presence of Hazardous Materials on, at, in or from all or any
      portion of the Premises; and (iv) upon written request by Landlord or Agent,
      Tenant shall cause to be performed, and shall provide Landlord with the results
      of reasonably appropriate tests of air, water or soil to demonstrate that Tenant
      complies with all applicable Laws or permits relating in any way to the
      generation, transport, storage, use, treatment, disposal or presence of
      Hazardous Materials on, at, in or from all or any portion of the
      Premises.  This **Section 9.2** does not authorize the
      generation, transportation, storage, use, treatment or disposal of any Hazardous
      Materials at, to, from, on or in the Premises in contravention of this
**Section 9**.  Tenant covenants to investigate, clean up
      and otherwise remediate, at Tenant’s sole expense, any release of Hazardous
      Materials during the Term caused, contributed to, or created by any or all
      of
      (A) Tenant and (B) any or all of Tenant’s officers, directors, members,
      managers, partners, invitees, agents, employees, contractors or representatives
      (“**Tenant Parties**”).  Such investigation and
      remediation shall be performed only after Tenant has obtained Landlord’s prior
      written consent; provided, however, that Tenant shall be entitled to respond
      (in
      a reasonably appropriate manner) immediately to an emergency without first
      obtaining such consent.  All remediation shall be performed in strict
      compliance with Laws and to the reasonable satisfaction of
      Landlord.  Tenant shall not enter into any settlement agreement,
      consent decree or other compromise with respect to any claims relating to any
      Hazardous Materials in any way connected to the Premises without first obtaining
      Landlord’s written consent (which consent may be given or withheld in Landlord’s
      sole, but reasonable, discretion) and affording Landlord the reasonable
      opportunity to participate in any such proceedings.  As used herein,
      the term, “**Hazardous Materials**,” means any waste, material or
      substance (whether in the form of liquids, solids or gases, and whether or
      not
      airborne) that is or may be deemed to be or include a pesticide, petroleum,
      asbestos, polychlorinated biphenyl, radioactive material, urea formaldehyde
      or
      any other pollutant or contaminant that is or may be deemed to be hazardous,
      toxic, ignitable, reactive, corrosive, dangerous, harmful or injurious, or
      that
      presents a risk to public health or to the environment, and that is or becomes
      regulated by any Law.  The undertakings, covenants and obligations
      imposed on Tenant under this **Section****9.2** shall
      survive the termination or expiration of this Lease.




**10.**           **INSURANCE**.




**10.1**           **Insurance
      to be Maintained by Landlord**.  Landlord shall
      maintain:  (a) a commercial property insurance policy covering the
      Premises (at its full replacement cost), but excluding Tenant’s personal
      property; (b) commercial general public liability insurance covering Landlord
      for claims arising out of liability for bodily injury, death, personal injury,
      advertising injury and property damage occurring in and about the Premises
      and
      otherwise resulting from any acts and operations of Landlord, its agents and
      employees; (c) rent loss insurance; and (d) any other insurance coverage deemed
      appropriate by Landlord or required by Landlord’s lender.  All of the
      coverages described in (a) through (d) shall be determined from time to time
      by
      Landlord, in its sole discretion.  All insurance maintained by
      Landlord shall be in addition to and not in lieu of the insurance required
      to be
      maintained by the Tenant.




**10.2**           **Insurance
      to be Maintained by Tenant**.




**10.2.1**                      Tenant
      shall purchase, at its own expense, and keep in force at all times from and
      after the date of this Lease, the policies of insurance set forth below
      (collectively, “**Tenant’s Policies**”).  All Tenant’s
      Policies shall (a) be issued by an insurance company with a Best’s rating of A
      or better and otherwise reasonably acceptable to Landlord, and shall be licensed
      to do business in the state in which the Premises is located; (b) provide
      that said insurance shall not be canceled or materially modified unless 10
      days’
prior written notice shall have been given to Landlord; (c) provide for
      deductible amounts that are reasonably acceptable to Landlord (and its lender,
      if applicable); and (d) otherwise be in such form, and include such
      coverages, as Landlord may reasonably require.  The Tenant’s Policies
      described in (i) and (ii) below shall (1) provide coverage on an occurrence
      basis; (2) name Landlord (and its lender, if applicable) as an additional
      insured  on all Tenant Policies except for auto and worker’s
      compensation insurance, which shall not name Landlord as an additional insured;
      (3) provide coverage, to the extent insurable, for the indemnity obligations
      of
      Tenant under this Lease; (4) intentionally omitted; (5) be primary, not
      contributing with, and not in excess of, coverage that Landlord may carry;
      and
      (6) intentionally omitted.All Tenant’s Policies (or, at Landlord’s option,
      Certificates of Insurance and applicable endorsements, including, without
      limitation,an
“Additional
      Insured-Managers or Landlords of Premises” endorsement) shall be
      delivered to Landlord prior to the Commencement Date and renewals thereof shall
      be delivered to Landlord’s notice addresses at least 30 days prior to the
      applicable expiration date of each Tenant’s Policy.  In the event that
      Tenant fails, at any time or from time to time, to comply with the requirements
      of the preceding sentence, Landlord may (i) order such insurance and charge
      the
      cost thereof to Tenant, which amount shall be payable by Tenant to Landlord
      upon
      demand, as Additional Rent or (ii) impose on Tenant, as Additional Rent, a
      monthly delinquency fee, for each month during which Tenant fails to comply
      with
      the foregoing obligation, in an amount equal to five percent (5%) of the Base
      Rent then in effect.  Tenant shall give prompt notice to Landlord and
      Agent of any bodily injury, death, personal injury, advertising injury or
      property damage occurring in and about the Premises.






8






**10.2.2.**                      Tenant
      shall purchase and maintain, throughout the Term, a Tenant’s Policy(ies) of (i)
      commercial general or excess liability insurance, including personal injury
      and
      property damage, in the amount of not less than $2,000,000.00 per occurrence,
      and $5,000,000.00 annual general aggregate; (ii) comprehensive automobile
      liability insurance covering Tenant against any personal injuries or deaths
      of
      persons and property damage based upon or arising out of the ownership, use,
      occupancy or maintenance of a motor vehicle at the Premises and all areas
      appurtenant thereto in the amount of not less than $1,000,000, combined single
      limit; (iii) commercial property insurance covering Tenant’s personal property
      (at its full replacement cost); and (iv) workers’ compensation insurance per the
      applicable state statutes covering all employees of Tenant; and (v) if Tenant
      handles, stores or utilizes Hazardous Materials in its business operations,
      pollution legal liability insurance.




**10.3**           **Waiver
      of Subrogation****.**Notwithstanding
      anything to the contrary in this Lease, Landlord and Tenant mutually waive
      their
      respective rights of recovery against each other and each other’s officers,
      directors, constituent partners, members, agents and employees, and Tenant
      further waives such rights against (a) each lessor under any ground or
      underlying lease encumbering the Premises and (b) each lender under any mortgage
      or deed of trust or other lien encumbering the Premises (or any portion thereof
      or interest therein), to the extent any loss is insured against or required
      to
      be insured against under this Lease, including, but not limited to, losses,
      deductibles or self-insured retentions covered by Landlord’s or Tenant’s
      commercial property, general liability, rent loss insurance, automobile
      liability or workers’ compensation policies described above.  This
      provision is intended to waive, fully and for the benefit of each party to
      this
      Lease, any and all rights and claims that might give rise to a right of
      subrogation by any insurance carrier.  Each party shall cause its
      respective insurance policy(ies) to be endorsed to evidence compliance with
      such
      waiver.




**11.**           **ALTERATIONS**.




**11.1**           **General**.  Except
      for the Tenant Improvements which shall be constructed pursuant to Landlord’s
      approval as referenced in Paragraph 1.6 of **Exhibit B** and after
      the Commencement Date, Tenant may, from time to time, at its expense, make
      alterations or improvements in and to the Premises (hereinafter collectively
      referred to as “**Alterations**”), provided that Tenant first
      obtains the written consent of Landlord not to be unreasonably withheld or
      delayed and only for alterations valued at $50,000 or higher, provided that
      Landlord’s prior consent shall not be required for modifications or alterations
      that are purely decorative.  All of the following shall apply with
      respect to all Alterations:  (a) the Alterations are non-structural
      and the structural integrity of the Premises shall not be affected; (b) the
      Alterations are to the interior of the Premises; (c) the proper functioning
      of
      the mechanical, electrical, heating, ventilating, air-conditioning
      (“**HVAC**”), sanitary and other service systems of the Premises
      shall not be affected and the usage of such systems by Tenant shall not be
      increased beyond published load limits; and (d) Tenant shall have appropriate
      insurance coverage, reasonably satisfactory to Landlord, regarding the
      performance and installation of the Alterations.  Additionally, before
      proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain
      all necessary governmental permits and certificates for the commencement and
      prosecution of Alterations; (ii) if Landlord’s consent is required for the
      planned Alteration, submit to Landlord, for its written approval, working
      drawings, plans and specifications and all permits for the work to be done
      and
      Tenant shall not proceed with such Alterations until it has received Landlord’s
      approval (if required); and (iii) cause those contractors, materialmen and
      suppliers engaged to perform the Alterations to deliver to Landlord certificates
      of insurance (in a form reasonably acceptable to Landlord) evidencing policies
      of commercial general liability insurance (providing the same coverages as
      required in **Section 10.2** above) and workers’ compensation
      insurance.  Such insurance policies shall satisfy the obligations
      imposed under **Section 10.2**.  Tenant shall cause the
      Alterations to be performed in compliance with all applicable permits, Laws
      and
      requirements of public authorities, and with Landlord’s reasonable rules and
      regulations or any other reasonable restrictions that Landlord may impose on
      the
      Alterations.  Tenant shall cause the Alterations to be diligently
      performed in a good and workmanlike manner, using new materials and equipment
      at
      least equal in quality and class to the standards for the Premises established
      by Landlord.  With respect to any and all Alterations for which
      Landlord’s consent is required, Tenant shall provide Landlord with “as built”
plans, copies of all construction contracts, governmental permits and
      certificates and proof of payment for all labor and materials, including,
      without limitation, copies of paid invoices and final lien
      waivers.  If Landlord’s consent to any Alterations is required, and
      Landlord provides that consent, then at the time Landlord so consents, Landlord
      shall also advise Tenant whether or not Landlord shall require that Tenant
      remove such Alterations at the expiration or termination of this
      Lease.  If Landlord requires Tenant to remove the Alterations, then,
      during the remainder of the Term, Tenant shall be responsible for the
      maintenance of appropriate commercial property insurance (pursuant to
**Section 10.2**) therefor; however, if Landlord shall not require
      that Tenant remove the Alterations, such Alterations shall constitute Landlord’s
      Property and Landlord shall be responsible for the insurance thereof, pursuant
      to **Section 10.1**.






9






**11.2**           **Generator**.  Tenant
      shall have the right to install a generator in the Premises, provided that
      the
      installation and operation of said generator fully complies with all applicable
      Laws, including but not limited to local codes or similar laws or regulations
      pertaining to noise levels.




**11.3**           **Satellite
      Dish**.  Tenant shall have the right to install a satellite
      dish upon the roof of the Building, subject to full compliance with the
      following: Subject to applicable governmental approvals and Landlord’s
      reasonable discretion with regard to the location, aesthetics, screening and
      installation (means and methods) of the installation, Tenant shall have the
      right to use the roof of the Building for the installation and operation of
      a
      satellite dish. Such roof rights and access shall be rent free, but
      installation, screening and removal shall be at Tenant’s sole cost and expense.
      Specifically, but not in limitation of the foregoing, Tenant shall install
      and
      operate any satellite dish in a manner so as to not injure or damage the roof
      of
      the building or vitiate any roof warranty associated therewith, and shall remove
      the satellite dish upon the expiration or earlier termination of the Lease
      and
      repair any damage to the roof or any other portion of the Premises resulting
      from such removal.




**12.**           **LANDLORD’S
      AND TENANT’S PROPERTY**.  Except the generator, satellite
      dish, air units for computer room, Liebert units, trade fixtures associated
      specifically with the use of the Premises for purposes of a medical care
      facility, health fitness center, pharmacy, drug distribution center and items
      ancillary or related to the foregoing which shall remain the property of Tenant
      and which may be removed from the Premises by Tenant, all fixtures, machinery,
      equipment, improvements and appurtenances attached to, or built into, the
      Premises at the commencement of, or during the Term, whether or not placed
      there
      by or at the expense of Tenant, shall become and remain a part of the Premises;
      shall be deemed the property of Landlord (the “**Landlord’s
      Property**”), without compensation or credit to Tenant; and shall not be
      removed by Tenant at the Expiration Date unless Landlord requires their removal
      (including, but not limited to, Alterations pursuant to
**Section 11.1**).  Further, any personal property
      in the Premises on the Commencement Date, movable or otherwise, unless installed
      and paid for by Tenant as part of furniture and equipment purchased with TI
      Allowance (as defined on **Exhibit B**), shall also constitute
      Landlord’s Property and shall not be removed by Tenant.  In no event
      shall Tenant remove any of the following materials or equipment without
      Landlord’s prior written consent (which consent may be given or withheld in
      Landlord’s sole discretion):  any power wiring or power panels,
      lighting or lighting fixtures, wall or window coverings, carpets or other floor
      coverings, heaters, air conditioners or any other HVAC equipment, fencing or
      security gates, or other similar building operating equipment and
      decorations.  At or before the Expiration Date, or the date of any
      earlier termination, Tenant, at its expense, shall remove from the Premises
      all
      of Tenant’s personal property and any Alterations that Landlord requires be
      removed pursuant to **Section 11.1,** and Tenant shall repair (to
      Landlord’s reasonable satisfaction) any damage to the Premises resulting from
      either or both such installation and removal.  Any other items of
      Tenant’s personal property that remain in the Premises after the Expiration
      Date, or following an earlier termination date, may, at the option of Landlord,
      be deemed to have been abandoned, and in such case, such items may be retained
      by Landlord as its property or be disposed of by Landlord, in Landlord’s sole
      and absolute discretion and without accountability, at Tenant’s
      expense.  Notwithstanding the foregoing, if Tenant is in Default under
      the terms of this Lease, Tenant may remove Tenant’s personal property from the
      Premises only upon the express written direction of Landlord.




**13.**           **REPAIRS
      AND MAINTENANCE**.




**13.1**           **Tenant
      Responsibilities**.  Tenant acknowledges that, with full
      awareness of its obligations under this Lease, Tenant has accepted the
      condition, state of repair and appearance of the Premises, subject to
      construction of the Improvements and associated warranty obligations, pursuant
      to **Exhibit B**.  Except for (a) Landlord’s obligations
      under **Exhibit B** and (b) events of damage, destruction or
      casualty to the Premises (as addressed in **Section 18** below),
      Tenant agrees that, at its sole expense, it shall put, keep and maintain the
      Premises, including any Alterations and any altered, rebuilt, additional or
      substituted buildings, structures and other improvements thereto or thereon,
      in
      substantially the same condition that exists on the Commencement Date
      (reasonable wear and tear excepted), and in a safe condition, repair and
      appearance (collectively, the “**Required Condition**”) and shall
      make all repairs and replacements reasonably necessary
      therefore.  Without limiting the foregoing, but subject to the
      provisions of **Exhibit B** regarding the Improvements
      warranty, Tenant shall promptly make all structural and nonstructural, foreseen
      and unforeseen, ordinary and extraordinary changes, replacements and repairs
      of
      every kind and nature, and correct any patent or latent defects in the Premises,
      which may be required to put, keep and maintain the Premises in the Required
      Condition.  Tenant will keep the Premises orderly and free and clear
      of rubbish.  Tenant covenants to perform or observe all terms,
      covenants and conditions of any easement, restriction, covenant, declaration
      or
      maintenance agreement (collectively, “**Easements**”) to which the
      Premises are currently subject or become subject pursuant to this Lease
      (provided that Landlord shall not grant any future Easements which materially
      and adversely affect Tenant’s use of the Premises), whether or not such
      performance is required of Landlord under such Easements, including, without
      limitation, payment of all amounts due from Landlord or Tenant (whether as
      assessments, service fees or other charges) under such
      Easements.  Tenant shall deliver to Landlord promptly, but in no event
      later than five (5) business days after receipt thereof, copies of all written
      notices received from any party thereto regarding the non-compliance of the
      Premises or Landlord’s or Tenant’s performance of obligations under any
      Easements.  Tenant shall, at its expense, use reasonable efforts to
      enforce compliance with any Easements benefiting the Premises by any other
      person or entity or property subject to such Easement.  Except with
      respect to Landlord’s obligations under **Exhibit
      B**,****Landlord shall not be required to maintain,
      repair or rebuild, or to make any alterations, replacements or renewals of
      any
      nature to the Premises, or any part thereof, whether ordinary or extraordinary,
      structural or nonstructural, foreseen or not foreseen, or to maintain the
      Premises or any part thereof in any way or to correct any patent or latent
      defect therein.  Tenant hereby expressly waives any right to make
      repairs at the expense of Landlord which may be provided for in any Law in
      effect at the Commencement Date or that may thereafter be enacted.  If
      Tenant shall vacate or abandon the Premises, it shall give Landlord immediate
      written notice thereof.






10






**13.2**           **HVAC
      Maintenance Contract**.  Tenant shall also maintain, in
      full force and effect, a preventative maintenance and service contract with
      a
      reputable service provider for maintenance of the HVAC systems of the Premises
      (the “**HVAC Maintenance Contract**”).  The terms and
      provisions of any such HVAC Maintenance Contract shall require that the service
      provider maintain the Premises’ HVAC system in accordance with the
      manufacturer’s recommendations and otherwise in accordance with normal,
      customary and reasonable practices in the geographic area in which the Premises
      is located and for HVAC systems comparable to the Premises’ HVAC
      system.  Within 30 days following the Commencement Date, Tenant shall
      procure and deliver to Landlord the HVAC Maintenance
      Contract.  Thereafter, Tenant shall provide to Landlord a copy of
      renewals or replacements of such HVAC Maintenance Contract no later than 30
      days
      prior to the then-applicable expiry date of the existing HVAC Maintenance
      Contract.  If Tenant fails to timely deliver to Landlord the HVAC
      Maintenance Contract (or any applicable renewal or replacement thereof), then
      Landlord shall have the right to contract directly for the periodic maintenance
      of the HVAC systems in the Premises and to charge the cost thereof back to
      Tenant as Additional Rent.




**14.**           **UTILITIES**.  Tenant
      shall purchase all utility services and shall provide for waste removal,
      cleaning and extermination services.  Tenant shall pay the utility
      charges for the Premises directly to the utility or municipality providing
      such
      services  before they become delinquent.  Tenant shall be
      solely responsible for the repair and maintenance of any meters necessary in
      connection with such services.  Tenant’s use of electrical energy in
      the Premises shall not, at any time, exceed the capacity of either or both
      of
      (x) any of the electrical conductors and equipment in or otherwise servicing
      the
      Premises; and (y) the HVAC systems of the Premises.




**15.**           **INVOLUNTARY
      CESSATION OF SERVICES**.  Landlord reserves the right,
      without any liability to Tenant and without affecting Tenant’s covenants and
      obligations hereunder, to stop service of any or all of the HVAC, electric,
      sanitary, elevator (if any), and other systems serving the Premises, or to
      stop
      any other services required by Landlord under this Lease, whenever and for
      so
      long as may be necessary by reason of (i) accidents, emergencies, strikes,
      or
      (ii) any other cause beyond Landlord’s reasonable control.  Further,
      it is also understood and agreed that Landlord or Agent shall have no liability
      or responsibility for a cessation of services to the Premises that occurs as
      a
      result of causes beyond Landlord’s or Agent’s reasonable control.  No
      such interruption of service shall be deemed an eviction or disturbance of
      Tenant’s use and possession of the Premises or any part thereof, or render
      Landlord or Agent liable to Tenant for damages, or relieve Tenant from
      performance of Tenant’s obligations under this Lease, including, but not limited
      to, the obligation to pay Rent; provided, however, that if any interruption
      of
      services persists for a period in excess of five (5) consecutive business days
      Tenant shall, as Tenant’s sole remedy, be entitled to a proportionate abatement
      of Rent to the extent, if any, of any actual loss of use of the Premises by
      Tenant.




**16.**           **LANDLORD’S
      RIGHTS**.  Landlord, Agent and their respective agents,
      employees and representatives shall have the right to enter and/or pass through
      the Premises at any time or times upon reasonable prior notice (except in the
      event of emergency) to examine and inspect the Premises and to show them to
      actual and prospective lenders, prospective purchasers or mortgagees of the
      Premises or providers of capital to Landlord and its affiliates; and in
      connection with the foregoing, to install a sign at or on the Premises to
      advertise the Premises for lease or sale; during the period of six months prior
      to the Expiration Date (or at any time, if Tenant has vacated or abandoned
      the
      Premises or is otherwise in default under this Lease), Landlord and its agents
      may exhibit the Premises to prospective tenants.  Additionally,
      Landlord and Agent shall have the following rights with respect to the Premises,
      exercisable without notice to Tenant, without liability to Tenant, and without
      being deemed an eviction or disturbance of Tenant’s use or possession of the
      Premises or giving rise to any claim for setoff or abatement of
      Rent:  (i) to have pass keys, access cards, or both, to the Premises;
      and (ii) to decorate, remodel, repair, alter or otherwise prepare the Premises
      for reoccupancy at any time after Tenant vacates or abandons the Premises for
      more than 30 consecutive days or without notice to Landlord of Tenant’s
      intention to reoccupy the Premises.








11




**17.**           **TENANTS
      RIGHTS.**  If Landlord is in default under this Lease,
      Tenant shall give Landlord written notice of such default and if Landlord fails
      to cure the default within 30 days from such notice (or other reasonable time
      agreed to by the parties) Tenant may assert a claim for damages actually
      incurred.  Tenant shall also be entitled to perform such repairs and
      maintenance as is reasonably necessary and appropriate in order to cause
      compliance with Landlord’s obligations provided Tenant has first given Landlord
      thirty (30) days’ written notice or in the event of emergency repairs or
      maintenance, such written notice as is reasonable or available under the
      circumstances, but not less than twenty-four (24) hours.  Landlord
      agrees to reimburse Tenant for commercially reasonable costs and expenses
      actually incurred by Tenant in effecting such repairs or maintenance within
      thirty (30) days of the time that Tenant submits a written claim together with
      back-up documentation for reimbursement to Landlord.  Notwithstanding
      anything to the contrary herein, under no circumstances shall Tenant have the
      right to terminate this Lease in connection with the exercise of rights under
      this **Section 17**.




**18.**           **NON-LIABILITY
      AND INDEMNIFICATION**.




**18.1**           **Non-Liability**.  Except
      as specifically set forth in this Lease, none of Landlord, Agent, any other
      managing agent, or their respective affiliates, owners, partners, directors,
      officers, agents and employees shall be liable to Tenant for any loss, injury,
      or damage, to Tenant or to any other person, or to its or their property,
      irrespective of the cause of such injury, damage or loss.  Further,
      except as specifically set forth in this Lease, none of Landlord, Agent, any
      other managing agent, or their respective affiliates, owners, partners,
      directors, officers, agents and employees shall be liable to Tenant: (a) for
      any
      damage caused by other persons in, upon or about the Premises, or caused by
      operations in construction of any public or quasi-public work; (b) for
      consequential or indirect damages, including those purportedly arising out
      of
      any loss of use of the Premises or any equipment or facilities therein by Tenant
      or any person claiming through or under Tenant; (c) for any defect in the
      Premises; (d) for injury or damage to person or property caused by fire, or
      theft, or resulting from the operation of heating or air conditioning or
      lighting apparatus, or from falling plaster, or from steam, gas, electricity,
      water, rain, snow, ice, or dampness, that may leak or flow from any part of
      the
      Premises, or from the pipes, appliances or plumbing work of the
      same.




**18.2**           **Tenant
      Indemnification**.  Except in the event of, and to the
      extent of, Landlord’s negligence, sole negligence or willful misconduct and
      further subject to the provisions of **Section 10.3** above, Tenant
      hereby indemnifies and holds Landlord, Agent, Landlord’s members and their
      respective affiliates, owners, partners, members, directors, officers, agents
      and employees (collectively, “**Landlord Indemnified Parties**”)
      harmless from and against any and all Losses (defined below) actually suffered
      and incurred by Landlord (after considering the availability of insurance)
      and
      arising from or in connection with any or all of:  (a) the conduct or
      management of the Premises or any business therein, or any work or Alterations
      done, or any condition created by any or all of Tenant and Tenant Parties in
      or
      about the Premises during the Term or during the period of time, if any, prior
      to the Commencement Date that Tenant has possession of, or is given access
      to
      the Premises; (b) any act, omission or negligence of any or all of Tenant and
      Tenant Parties; (c) any accident, injury or damage whatsoever occurring in,
      at
      or upon the Premises and caused by any or all of Tenant and Tenant Parties;
      (d)
      any breach by Tenant of any or all of its warranties, representations and
      covenants under this Lease; (e) any actions necessary to protect Landlord’s
      interest under this Lease in a bankruptcy proceeding or other proceeding under
      the Bankruptcy Code; (f) the creation or existence of any Hazardous Materials
      in, at, on or under the Premises, if and to the extent brought to the Premises
      or caused by Tenant or any party within Tenant’s control; and (g) any violation
      or alleged violation by any or all of Tenant and Tenant Parties of any Law
      (collectively, “**Tenant’s Indemnified Matters**”).  In
      case any action or proceeding is brought against any or all of Landlord and
      the
      Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters,
      Tenant, upon notice from any or all of Landlord, Agent or any Superior Party
      (defined below), shall resist and defend such action or proceeding by counsel
      selected by Tenant, which will be reasonably satisfactory to
      Landlord.  The term “**Losses**” shall mean all claims,
      demands, expenses, actions, judgments, damages (actual, but not consequential,
      indirect, or punitive), penalties, fines, liabilities, losses of every kind
      and
      nature, suits, administrative proceedings, costs and fees, including, without
      limitation, attorneys’ and consultants’ reasonable fees and expenses, and the
      costs of cleanup, remediation, removal and restoration, that are in any way
      related to any matter covered by the foregoing indemnity.  The
      provisions of this **Section 18.2** shall survive the expiration or
      termination of this Lease.




**18.3**           **Landlord
      Indemnification**.  Subject to the provisions of
**Section 10.3** above, Landlord hereby indemnifies and holds
      Tenant harmless from and against any and all Losses actually suffered or
      incurred by Tenant and arising from or in connection with any or all of: (a)
      any
      negligent, willful or intentional acts or omissions of any Landlord Indemnified
      Parties; (b) any accident, injury or damage whatsoever occurring in, at or
      upon
      the Premises and caused by any or all of Landlord Indemnified Parties;
      and  (c) any violation or alleged violation by any or all of
      Landlord Indemnified Parties of any Law or of this
      Lease.  Notwithstanding anything to the contrary set forth in this
      Lease, prior to the payment of the Buy-Out Allowance by Landlord, the personal
      liability of Landlord shall be limited to the amount of the Buy-Out Allowance
      unpaid by Landlord arising out of Landlord’s wrongful failure to pay the Buy-Out
      Allowance on or before September 1, 2007.  From and after the payment
      by Landlord of the Buy-Out Allowance to Tenant, the liability of Landlord to
      Tenant under this **Section 18.3** or any other provision of this
      Lease, shall be limited to the interest of Landlord in the Premises, and Tenant
      agrees to look solely to Landlord’s interest in the Premises for the recovery of
      any judgment or award against Landlord, it being intended that Landlord shall
      not be personally liable for any judgment or deficiency.  The
      provisions of this **Section 18.3** shall survive the expiration or
      termination of this Lease.








12




**18.4**           **Force
      Majeure**.  From and after the Commencement Date, neither
      the obligations of Tenant (except the obligation to pay Rent and the obligation
      to maintain insurance, and provide evidence thereof, in accordance with
**Section 10.2**) nor those of Landlord shall be affected, impaired
      or excused, and neither Landlord nor Tenant shall have any liability whatsoever
      to the other, with respect to any act, event or circumstance arising out of
      either or both (a) Landlord’s or Tenant’s, as the case may be, failure to
      fulfill, or delay in fulfilling any of its obligations under this Lease (except,
      with respect to Tenant, the obligation to pay Rent and the obligation to
      maintain insurance, and provide evidence thereof, in accordance with
**Section 10.2** or in connection with a rent abatement expressly
      permitted by **Section 15**) by reason of labor dispute,
      governmental preemption of property in connection with a public emergency or
      shortages of fuel, supplies, or labor, or any other cause, whether similar
      or
      dissimilar, beyond Landlord’s or Tenant’s, as the case may be, reasonable
      control; or (b) any failure or defect in the supply, quantity or character
      of
      utilities furnished to the Premises, or by reason of any requirement, act or
      omission of any public utility or others serving the Premises, beyond Landlord’s
      or Tenant’s, as the case may be, reasonable control.




**19.**           **DAMAGE
      OR DESTRUCTION**.




**19.1**           **Notification
      and Repair; Rent Abatement**.  Tenant shall give prompt
      notice to Landlord and Agent of (a) any fire or other casualty to the
      Premises, and (b) any damage to, or defect in, any part or appurtenance of
      the
      Premises’ sanitary, electrical, HVAC, elevator or other systems of which it has
      knowledge.  In the event that, as a result of Tenant’s failure to
      satisfy its obligations pursuant to the preceding sentence, Landlord’s insurance
      coverage is compromised or adversely affected in any material respect, then
      Tenant is and shall be responsible for the payment to Landlord of any insurance
      proceeds that Landlord’s insurer fails or refuses to pay to Landlord as a result
      of the delayed notification.  Subject to the provisions of
**Section 19.2** below, if the Premises is damaged by fire or other
      insured casualty,****Landlord shall repair (or cause Agent to
      repair) the damage and restore and rebuild the Premises (except Tenant’s
      personal property) with reasonable dispatch after the adjustment of the
      insurance proceeds attributable to such damage.  Landlord (or Agent,
      as the case may be) shall use its diligent, good faith efforts to make such
      repair or restoration promptly and in such manner as not to unreasonably
      interfere with Tenant’s use and occupancy of the Premises, but Landlord or Agent
      shall not be required to do such repair or restoration work except during normal
      business hours of business days.  If the Premises are partially
      damaged by fire or other casualty, the Rent shall be proportionally abated
      to
      the extent of any actual loss of use of the Premises by Tenant, except that
      rent
      shall not abate should both of the following have occurred:  (i) the
      damage to the Premises was caused by the intentional misconduct or negligent
      acts or omissions by any or all of Tenant and Tenant Parties, and (ii) Landlord
      shall not receive coverage pursuant to its rent loss insurance carried pursuant
      to **Section 10.1**.




**19.2**           **Total
      Destruction**.  If the Premises shall be totally destroyed
      by fire or other casualty, or if the Premises shall be so damaged by fire or
      other casualty that (in the reasonable opinion of a reputable contractor or
      architect designated by Landlord):  (i) its repair or restoration
      requires more than 180 days or (ii) such repair or restoration requires the
      expenditure of more than 50% of the full insurable value of the Premises
      immediately prior to the casualty, Landlord and Tenant shall each have the
      option to terminate this Lease (by so advising the other, in writing) within
      10
      days after said contractor or architect delivers written notice of its opinion
      to Landlord and Tenant, but in all events prior to the commencement of any
      restoration of the Premises by Landlord.  Additionally, if the damage
      (x) is less than the amount stated in (ii) above, but more than 10% of the
      full
      insurable value of the Premises; and (y) occurs during the last two years of
      Lease Term, then either party, shall have the option to terminate this Lease
      pursuant to the notice and within the time period established pursuant to the
      immediately preceding sentence; provided, however, that Landlord shall not
      have
      the right to terminate if Tenant shall have previously timely and properly
      exercised its renewal option under **Section 25.18**.  In
      the event of a termination pursuant to either of the preceding two (2)
      sentences, the termination shall be effective as of the date upon which either
      Landlord or Tenant, as the case may be, receives timely written notice from
      the
      other terminating this Lease pursuant to the preceding sentence.  If
      neither Landlord nor Tenant timely delivers a termination notice, this Lease
      shall remain in full force and effect.  Notwithstanding the foregoing,
      if (A) any holder of a mortgage or deed of trust encumbering the Premises or
      landlord pursuant to a ground lease encumbering the Premises (collectively,
      “**Superior Parties**”) or other party entitled to the insurance
      proceeds fails to make such proceeds available to Landlord in an amount
      sufficient for restoration of the Premises, or (B) the issuer of any commercial
      property insurance policies on the Premises fails to make available to Landlord
      sufficient proceeds for restoration of the Premises, then Landlord may, at
      Landlord’s sole option, terminate this Lease by giving Tenant written notice to
      such effect within 30 days after Landlord receives notice from the Superior
      Party or insurance company, as the case may be, that such proceeds shall not
      be
      made available, in which event the termination of this Lease shall be effective
      as of the date Tenant receives written notice from Landlord of Landlord’s
      election to terminate this Lease.  Landlord shall have no liability to
      Tenant, and Tenant shall not be entitled to terminate this Lease by virtue
      of
      any delays in completion of repairs and restoration.  For purposes of
      this **Section 19.2** only, “**full insurable value**”
shall mean replacement cost, less the cost
      of footings, foundations and other
      structures below grade.






13




**20.**           **EMINENT
      DOMAIN**.  If the whole, or any substantial (as reasonably
      determined by Landlord) portion, of the Premises is taken or condemned for
      any
      public use under any Law or by right of eminent domain, or by private purchase
      in lieu thereof, and such taking would prevent or materially interfere with
      the
      Permitted Use of the Premises, this Lease shall terminate effective when the
      physical taking of said Premises occurs.  If less than a substantial
      portion of the Premises is so taken or condemned, or if the taking or
      condemnation is temporary (regardless of the portion of the Premises affected),
      this Lease shall not terminate, but the Rent payable hereunder shall be
      proportionally abated to the extent of any actual loss of use of the Premises
      by
      Tenant.  Landlord shall be entitled to any and all payment, income,
      rent or award, or any interest therein whatsoever, which may be paid or made
      in
      connection with such a taking or conveyance, and Tenant shall have no claim
      against Landlord for the value of any unexpired portion of this
      Lease.  Notwithstanding the foregoing, any compensation specifically
      and independently awarded to Tenant for loss of business or goodwill, or for
      its
      personal property, shall be the property of Tenant.




**21.**           **SURRENDER
      AND HOLDOVER**.  On the last day of the Term, or upon any
      earlier termination of this Lease, or upon any re-entry by Landlord upon the
      Premises:  (a) Tenant shall quit and surrender the Premises to
      Landlord “broom-clean” (as defined by **Exhibit D**, attached
      hereto and incorporated herein by reference), and in a condition that would
      reasonably be expected with normal and customary use in accordance with prudent
      operating practices and in accordance with the covenants and requirements
      imposed under this Lease, subject to ordinary wear and tear, and such damage
      or
      destruction as Landlord is required to repair or restore under this Lease;
      (b)
      Tenant shall remove all of Tenant’s personal property therefrom, except as
      otherwise expressly provided in this Lease; and (c) Tenant shall surrender
      to
      Landlord any and all keys, access cards, computer codes or any other items
      used
      to access the Premises.  Landlord shall be permitted to inspect the
      Premises in order to verify compliance with this **Section 21** at
      any time prior to (x) the Expiration Date, (y) the effective date of any earlier
      termination of this Lease, or (z) the surrender date otherwise agreed to in
      writing by Landlord and Tenant.  The obligations imposed under the
      first sentence of this **Section 21**shall survive the termination
      or expiration of this Lease.  If Tenant remains in possession after
      the Expiration Date hereof or after any earlier termination date of this Lease
      or of Tenant’s right to possession:  (i)  Tenant shall be
      deemed a tenant-at-will;  (ii) Tenant shall pay 125% per month of all
      Rent last prevailing hereunder, and also shall pay all actual damages sustained
      by Landlord, directly by reason of Tenant’s remaining in possession after the
      expiration or termination of this Lease;  (iii) there shall be no
      renewal or extension of this Lease by operation of law; and (iv) the
      tenancy-at-will may be terminated by either party hereto upon 30 days’ prior
      written notice given by the terminating party to the non-terminating
      party.  The provisions of this **Section 21** shall not
      constitute a waiver by Landlord of any re-entry rights of Landlord provided
      hereunder or by law.




**22.**           **EVENTS
      OF DEFAULT**.




**22.1**           **Bankruptcy of Tenant**.  It shall be a default by Tenant
      under this Lease (“**Default**” or “**Event of
      Default**”) if Tenant makes an assignment for the benefit of creditors,
      or files a voluntary petition under any state or federal bankruptcy (including
      the United States Bankruptcy Code) or insolvency law, or an involuntary petition
      is filed against Tenant under any state or federal bankruptcy (including the
      United States Bankruptcy Code) or insolvency law that is not dismissed within
      90
      days after filing, or whenever a receiver of Tenant, or of, or for, the property
      of Tenant shall be appointed, or Tenant admits it is insolvent or is not able
      to
      pay its debts as they mature.




**22.1**           **Default
      Provisions**.  In addition to any Default arising under
**Section 22.1**above, each of the following shall constitute
      a
      Default:  (a) if Tenant fails to pay Rent or any other payment when
      due hereunder within 5 business days after written notice from Landlord of
      such
      failure to pay on the due date; provided, however, that if in any consecutive
      12
      month period, Tenant shall, on two (2) separate occasions, fail to pay any
      installment of Rent on the date such installment of Rent is due, then, on the
      third such occasion and on each occasion thereafter on which Tenant shall fail
      to pay an installment of Rent on the date such installment of Rent is due,
      Landlord shall be relieved from any obligation to provide notice to Tenant,
      and
      Tenant shall then no longer have a 5 business day period in which to cure any
      such failure or if Tenant fails to pay when due any amounts required to be
      paid
      by Tenant pursuant to **Exhibit B** of this Lease; (b) if Tenant
      fails, whether by action or inaction, to timely comply with, or satisfy, any
      or
      all of the material obligations imposed on Tenant under this Lease (other than
      the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to
      Tenant of written notice of such default under this **Section
      22.2(b)**; provided, however, that if the default cannot, by its nature,
      be cured within such 30 day period, but Tenant commences and diligently pursues
      a cure of such default promptly within the initial 30 day cure period, then
      Landlord shall not exercise its remedies under **Section 23**
      unless such default remains uncured for more than 60 days after the initial
      delivery of Landlord’s original default notice; and, at Landlord’s election, (c)
      if Tenant vacates or abandons the Premises during the
      Term.






14




**23.**           **RIGHTS
      AND REMEDIES**.




**23.1**           **Landlord’s
      Cure Rights Upon Default of Tenant**.  If a Default occurs,
      then Landlord may (but shall not be obligated to) cure or remedy the Default
      for
      the account of, and at the expense of, Tenant, but without waiving such
      Default.




**23.2**           **Landlord’s
      Remedies**.  In the event of any Default by Tenant under
      this Lease, Landlord, at its option, may, in addition to any and all other
      rights and remedies provided in this Lease or otherwise at law or in equity
      do
      or perform any or all of the following:




**23.2.1.**                      Terminate
      Tenant’s right to possession of the Premises by any lawful means, in which case
      this Lease shall terminate and Tenant shall immediately surrender possession
      to
      Landlord.  In such event, Landlord shall be entitled to recover from
      Tenant all of:  (i) the unpaid Rent that is accrued and unpaid as of
      the date on which this Lease is terminated; (ii) the amount (if any), at the
      time of such termination, by which (x) the unpaid Rent that would otherwise
      be
      due and payable under this Lease (had this Lease note been terminated for a
      period of time from the date on which this Lease is terminated through the
      Expiration Date) exceeds (y) the fair rental value of the Premises (for the
      period of time from the date on which this Lease is terminated through the
      Expiration Date), with such fair rental value not being reduced based on
      necessary renovation; and (iii) any other amount necessary to compensate
      Landlord for all the detriment directly caused by the Tenant’s failure to
      perform its obligations under this Lease, including, but not limited to, the
      cost of recovering possession of the Premises, expenses of reletting, including
      renovation and alteration of the Premises, reasonable attorneys’ fees, and that
      portion of any leasing commission paid by Landlord in connection with this
      Lease
      applicable to the unexpired Term (as of the date on which this Lease is
      terminated). The excess amount referred to in provision (ii) of the immediately
      preceding sentence shall be computed by discounting such amount at the current
      yield, as of the date on which this Lease is terminated under this
**Section 23.2.1**, on United States Treasury Bills having a
      maturity date closest to the stated Expiration Date of this Lease, plus one
      percent per annum.  Fair and reasonable efforts by Landlord to
      mitigate damages caused by Tenant’s Default shall not waive Landlord’s right to
      recover damages under this **Section 23.2**.  If this
      Lease is terminated through any unlawful entry and detainer action, Landlord
      shall have the right to recover in such proceeding any unpaid Rent and damages
      as are recoverable in such action, or Landlord may reserve the right to recover
      all or any part of such Rent and damages in a separate suit; or





**23.2.2.**                      Continue
      the Lease and either (a) continue Tenant’s right to possession or (b) terminate
      Tenant’s right to possession and in the case of either (a) or (b), recover the
      Rent as it becomes due.  Acts of maintenance, efforts to relet, and/or
      the appointment of a receiver to protect the Landlord’s interests shall not
      constitute a termination of the Tenant’s right to possession; or





**23.2.3.**                      Pursue
      any other remedy now or hereafter available under the laws of the state in
      which
      the Premises are located, including but not limited to drawing on the Letter
      of
      Credit.








15





**23.2.4.**                      Without
      limitation of any of Landlord’s rights in the event of a Default by Tenant,
      Landlord may also exercise its rights and remedies with respect to the Letter
      of
      Credit under **Section 4.3**above.





Any
      and all personal property of Tenant
      that may be removed from the Premises by Landlord pursuant to the authority
      of
      this Lease or of law may be handled, removed or stored by Landlord at the sole
      risk, cost and expense of Tenant, and in no event or circumstance shall Landlord
      be responsible for the value, preservation or safekeeping
      thereof.  Tenant shall pay to Landlord, upon demand, any and all
      expenses incurred in such removal and all storage charges for such property
      of
      Tenant so long as the same shall be in Landlord’s possession or under Landlord’s
      control.  Any such property of Tenant not removed from the Premises as
      of the Expiration Date or any other earlier date on which this Lease is
      terminated shall be conclusively presumed to have been conveyed by Tenant to
      Landlord under this Lease as in a bill of sale, without further payment or
      credit by Landlord to Tenant.  Neither expiration or termination of
      this Lease nor the termination of Tenant’s right to possession shall relieve
      Tenant from its liability under the indemnity provisions of this
      Lease.





**23.3**           **Additional
      Rights of Landlord**.  All sums advanced by Landlord or
      Agent on account of Tenant under this Section, or pursuant to any other
      provision of this Lease, and all Base Rent and Additional Rent, if delinquent
      or
      not paid by Tenant and received by Landlord when due hereunder, shall bear
      interest at the rate of 4% per annum above the “prime” or “reference” or “base”
rate (on a per annum basis) of interest publicly announced as such, from time
      to
      time, by the JPMorgan Chase Bank, NA, or its successor (“**Default
      Interest**”), from the due date thereof until paid, and such interest
      shall be and constitute Additional Rent and be due and payable upon Landlord’s
      or Agent’s submission of an invoice therefor.  The various rights,
      remedies and elections of Landlord reserved, expressed or contained herein
      are
      cumulative and no one of them shall be deemed to be exclusive of the others
      or
      of such other rights, remedies, options or elections as are now or may hereafter
      be conferred upon Landlord by law.




**23.4**           **Event
      of Bankruptcy**.  In addition to, and in no way limiting
      the other remedies set forth herein, Landlord and Tenant agree that if Tenant
      ever becomes the subject of a voluntary or involuntary bankruptcy,
      reorganization, composition, or other similar type proceeding under the federal
      bankruptcy laws, as now enacted or hereinafter amended, then:  (a)
“adequate assurance of future performance” by Tenant pursuant to Bankruptcy Code
      Section 365 will include (but not be limited to) payment of an additional/new
      security deposit in the amount of three times the then current Base Rent payable
      hereunder; (b) any person or entity to which this Lease is assigned, pursuant
      to
      the provisions of the Bankruptcy Code, shall be deemed, without further act
      or
      deed, to have assumed all of the obligations of Tenant arising under this Lease
      on and after the effective date of such assignment, and any such assignee shall,
      upon demand by Landlord, execute and deliver to Landlord an instrument
      confirming such assumption of liability; (c) notwithstanding anything in this
      Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord
      under this Lease, whether or not expressly denominated as “Rent”, shall
      constitute “rent” for the purposes of Section 502(b)(6) of the Bankruptcy Code;
      and (d) if this Lease is assigned to any person or entity pursuant to the
      provisions of the Bankruptcy Code, any and all monies or other considerations
      payable or otherwise to be delivered to Landlord or Agent (including Base Rent,
      Additional Rent and other amounts hereunder), shall be and remain the exclusive
      property of Landlord and shall not constitute property of Tenant or of the
      bankruptcy estate of Tenant.  Any and all monies or other
      considerations constituting Landlord’s property under the preceding sentence not
      paid or delivered to Landlord or Agent shall be held in trust by Tenant or
      Tenant’s bankruptcy estate for the benefit of Landlord and shall be promptly
      paid to or turned over to Landlord.




**24.**           **BROKER**.  Tenant
      covenants, warrants and represents that the broker set forth in **Section
      1.8(A)** was the only broker to represent Tenant in the negotiation of
      this Lease (“**Tenant’s Broker**”).  Landlord shall be
      solely responsible for paying the commission of Tenant’s
      Broker.  Except with respect to Tenant’s Broker in the case of Tenant,
      Each party agrees to and hereby does defend, indemnify and hold the other
      harmless against and from any brokerage commissions or finder’s fees or claims
      therefor by a party claiming to have dealt with the indemnifying party and
      all
      costs, expenses and liabilities in connection therewith, including, without
      limitation, reasonable attorneys’ fees and expenses, for any breach of the
      foregoing.  The foregoing indemnification shall survive the
      termination or expiration of this Lease.




**25.**           **MISCELLANEOUS**.




**25.1**           **Merger**.  All
      prior understandings and agreements between the parties are merged in this
      Lease, which alone fully and completely expresses the agreement of the
      parties.  No agreement shall be effective to modify this Lease, in
      whole or in part, unless such agreement is in writing, and is signed by the
      party against whom enforcement of said change or modification is
      sought.




**25.2**           **Notices**.  Any
      notice required to be given by either party pursuant to this Lease, shall be
      in
      writing and shall be deemed to have been properly given, rendered or made only
      if (a) personally delivered, or (b) if sent by Federal Express or other
      comparable commercial overnight delivery service, or (c) sent by certified
      mail,
      return receipt requested and postage prepaid addressed (in the case of any
      or
      all of (a), (b) and (c) above) to the other party at the addresses set forth
      below each party’s respective signature block (or to such other address as
      Landlord or Tenant may designate to each other from time to time by written
      notice), and shall be deemed to have been given, rendered or made (i) on the
      day
      so delivered or (ii) in the case of overnight courier delivery on the first
      business day after having been deposited with the courier service, and (iii)
      in
      the case of certified mail, on the third (3rd) business
      day
      after deposit with the U.S. Postal Service, postage prepaid.




**25.3**           **Non-Waiver**.  The
      failure of either party to insist, in any one or more instances, upon the strict
      performance of any one or more of the obligations of this Lease, or to exercise
      any election herein contained, shall not be construed as a waiver or
      relinquishment for the future of the performance of such one or more obligations
      of this Lease or of the right to exercise such election, but the Lease shall
      continue and remain in full force and effect with respect to any subsequent
      breach, act or omission.  The receipt and acceptance by Landlord or
      Agent of Base Rent or Additional Rent with knowledge of breach by Tenant of
      any
      obligation of this Lease shall not be deemed a waiver of such
      breach.






16






**25.4**           **Attorneys'
      Fees**.  If either party defaults in the performance or
      observance of any of the terms, conditions, covenants or obligations contained
      in this Lease and the non-defaulting party obtains a judgment against the
      defaulting party, then the defaulting party agrees to reimburse the
      non-defaulting party for reasonable attorneys' fees incurred in connection
      therewith.  In addition, if a monetary Default shall occur and
      Landlord engages outside counsel to exercise its remedies hereunder, and then
      Tenant cures such monetary Default, Tenant shall pay to Landlord, on demand,
      all
      reasonable expenses incurred by Landlord as a result thereof, including
      reasonable attorneys' fees, court costs and expenses actually
      incurred.




**25.5**           **Parties
      Bound**.  Except as otherwise expressly provided for in
      this Lease, this Lease shall be binding upon, and inure to the benefit of,
      the
      successors and assignees of the parties hereto.  Tenant hereby
      releases Landlord named herein from any obligations of Landlord for any period
      subsequent to the conveyance and transfer of Landlord’s ownership interest in
      the Premises.  In the event of such conveyance and transfer,
      Landlord’s obligations shall thereafter be binding upon each transferee (whether
      Successor Landlord or otherwise).  No obligation of Landlord shall
      arise under this Lease until the instrument is signed by, and delivered to,
      both
      Landlord and Tenant.




**25.6**           **Recordation
      of Lease**.  Tenant shall not record or file this Lease (or
      any memorandum hereof) in the public records of any county or
      state.




**25.7**           **Governing
      Law; Construction**.  This Lease shall be governed by and
      construed in accordance with the laws of the state in which the Premises is
      located.  If any provision of this Lease shall be invalid or
      unenforceable, the remainder of this Lease shall not be affected but shall
      be
      enforced to the extent permitted by law.  The captions, headings and
      titles in this Lease are solely for convenience of reference and shall not
      affect its interpretation.  This Lease shall be construed without
      regard to any presumption or other rule requiring construction against the
      party
      causing this Lease to be drafted.  Each covenant, agreement,
      obligation, or other provision of this Lease to be performed by Tenant, shall
      be
      construed as a separate and independent covenant of Tenant, not dependent on
      any
      other provision of this Lease.  All terms and words used in this
      Lease, regardless of the number or gender in which they are used, shall be
      deemed to include any other number and any other gender as the context may
      require.  This Lease may be executed in counterpart and, when all
      counterpart documents are executed, the counterparts shall constitute a single
      binding instrument.




**25.8**           **Time**.  Time
      is of the essence for this Lease.  If the time for performance
      hereunder falls on a Saturday, Sunday or a day that is recognized as a holiday
      in the state in which the Premises is located, then such time shall be deemed
      extended to the next day that is not a Saturday, Sunday or holiday in said
      state.




**25.9**           **Authority
      of Tenant**.  Tenant and the person(s) executing this Lease
      on behalf of Tenant hereby represent, warrant, and covenant with and to Landlord
      as follows:  the individual(s) acting as signatory on behalf of Tenant
      is(are) duly authorized to execute this Lease; Tenant has procured (whether
      from
      its members, partners or board of directors, as the case may be), the requisite
      authority to enter into this Lease; this Lease is and shall be fully and
      completely binding upon Tenant; and Tenant shall timely and completely perform
      all of its obligations hereunder.




**25.10**           **WAIVER
      OF TRIAL BY JURY**.  THE LANDLORD AND THE TENANT, TO THE
      FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN
      ANY
      ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS
      LEASE, THE PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE
      PREMISES.




**25.11**           **Financial
      Information****.**  In connection with any
      sale of the Premises, refinancing of the Premises, or in connection with any
      attempted assignment which Tenant may request under **Section 8**
      above, Tenant shall deliver to Landlord information and documentation describing
      and concerning Tenant’s financial condition, and in form and substance
      reasonably acceptable to Landlord, within ten (10) days following Landlord’s
      written request therefore. Upon Landlord’s request, Tenant shall provide to
      Landlord the most currently available audited financial statement of Tenant,
      or
      if such is unavailable, a consolidated financial statement that includes
      affiliates; and if no such audited financial statement is available, then Tenant
      shall instead deliver to Landlord its most currently available balance sheet
      and
      income statement which may be a consolidated statement. Furthermore, upon the
      delivery of any such financial information from time to time during the Term,
      Tenant shall be deemed to automatically represent and warrant to Landlord that
      the financial information delivered to Landlord is true, accurate and complete
      in all material respects, and that there has been no material adverse change
      in
      the financial condition of Tenant since the date of the then applicable
      financial information.








17




**25.12**           **Confidential
      Information**.  Except to the extent disclosure is required
      by law, Tenant agrees to maintain in strict confidence the economic terms of
      this Lease and any or all other materials, data and information delivered to
      or
      received by any or all of Tenant and Tenants’ Parties either prior to or during
      the Term in connection with the negotiation and execution hereof.  The
      provisions of this **Section 25.12** shall survive the termination
      of this Lease.




**25.13**           **Submission
      of Lease**.  Submission of this Lease to Tenant for
      signature does not constitute a reservation of space or an option to
      lease.  This Lease is not effective until execution by and delivery to
      both Landlord and Tenant.




**25.14**           **Lien
      Prohibition**.  Tenant shall not permit any Tenant’s
      Parties to attach mechanics or materialmen’s liens to the
      Premises.  Tenant, at its expense, shall procure the satisfaction or
      discharge of record of all such liens and encumbrances within 30 days after
      the
      filing thereof; or, within such thirty (30) day period, Tenant shall provide
      Landlord, at Tenant’s sole expense, with endorsements (satisfactory, both in
      form and substance, to Landlord and the holder of any mortgage or deed of trust)
      to the existing title insurance policies of Landlord and the holder of any
      mortgage or deed of trust, insuring against the existence of, and any attempted
      enforcement of, such lien or encumbrance.  In the event Tenant has not
      so performed, Landlord may, at its option, pay and discharge such liens and
      Tenant shall be responsible to reimburse Landlord, on demand and as Additional
      Rent under this Lease, for all costs and expenses incurred in connection
      therewith, together with Default Interest thereon, which expenses shall include
      reasonable fees of attorneys of Landlord’s choosing, and any costs in posting
      bond to effect discharge or release of the lien as an encumbrance against the
      Premises.




**25.15**           **Counterparts**.  This
      Lease may be executed in multiple counterparts, but all such counterparts shall
      together constitute a single, complete and fully-executed document.




**25.16**           **Buyout
      Allowance**.  As a material inducement to Tenant’s
      execution of this Lease, Landlord shall remit the sum of Nine Hundred Sixty
      Three Thousand Seven Hundred Ninety Six and 00/100 Dollars ($963,796.00) on
      or
      before the date set forth in **Section 1.10** in reimbursement to
      Tenant of costs incurred in connection with Tenant’s termination and
      extinguishment of its existing Lease in accordance with the Amended and Restated
      Second Amendment to Lease attached as
**Exhibit E**.  Tenant represents and warrants to
      Landlord that the utilization of such funds shall be sufficient for Tenant
      to
      fully satisfy Tenant’s early termination payment obligations under such
      Lease.




**25.17**           **IntentionallyOmitted.**




**25.18**           **Extension
      Options**.  Tenant is granted the options to extend the
      Term for two (2) consecutive extended terms of five (5) years each, provided
      (a)
      Tenant is not in Default (i) at the time of exercise of the respective option
      and (ii) as of the commencement of the relevant extended term; and (b) Tenant
      delivers written notice of its exercise of the respective option at least one
      hundred eight (180) days prior to the expiration of the original Term or the
      expiration of the then existing term.  Each extension term shall be
      upon the same terms and conditions, except Monthly Base Rent shall be increased
      by three percent (3%) per year during each extension term.




**25.19**           **Government
      Incentives**.  Each party hereto acknowledges that Tenant
      intends to pursue certain governmental incentives, abatements, and grants
      relating to its buildout, use, and occupancy of the Premises, and such
      incentives and abatements may include payments or reimbursements to Tenant
      relating to impact fees, sewer fees, tax incentives and similar
      benefits.  It is acknowledged and agreed that Tenant shall be entitled
      to retain any payments, incentives, abatements, or grants that it or its agents
      or employees obtain or secure related to the Premises.




**25.20**           **Parking****.**Tenant
      shall have the use of the all parking spaces shown on the site plan attached
      to
**Exhibit B**.




[Signature
      Page Follows]








18




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





LANDLORD:





First
      Industrial Investment, Inc., a Maryland corporation





By:           illegible


Its:








TENANT:





CHD
      Meridian Healthcare, LLC, a Delaware limited liability company





By:           /s/
      Frank A.
      Martin


Its:           Chairman








Landlord’s
      Addresses for
      Notices:                                                    Tenant’s
      Addresses for Notices:





First
      Industrial Investment,
      Inc.                                                         CHD
      Meridian Healthcare, LLC


311
      South
      Wacker Drive, Suite
      4000                                                  4
      Hillman Drive, Suite 130


Chicago,
      Illinois  60606                                                                        Chadds
      Ford, PA 19317


Attn:
      Executive Vice
      President-Operations                                      Attn:
      Chief Executive Officer





With
      a
      copy
      to:                                                                                     With
      a copy to:





First
      Industrial Realty Trust,
      Inc.                                                        CHD
      Meridian Healthcare, LLC


1420
      Donelson Pike, Suite
      B-17                                                           4
      Hillman Drive, Suite 130


Nashville,
      TN
      37217                                                                               Chadds
      Ford, PA 19317


Attn:  Steve
      Preston                                                                              Attn:
      General Counsel





With
      a
      copy to:





First
      Industrial Realty Trust, Inc.


9450
      W.
      Bryn Mawr


Suite
      750


Rosemont,
      IL  60018


Attn:  Joseph
      Mikes





With
      a
      copy to:





Waller
      Lansden Dortch & Davis, LLP


511
      Union
      Street, Suite 2700


Nashville,
      TN  37219


Attn:  Matthew
      T. Harris, Esq.








19







**LEASE
      EXHIBIT B**




**CONSTRUCTION
      OF IMPROVEMENTS**









The
**LEASE
      EXHIBIT
      B** sets forth the rights and obligations of Landlord and Tenant
      with
      respect to the construction of the Improvements (as hereinafter
      defined).




1.
            **DEFINITIONS**.  For
                purposes of this Exhibit, the following terms shall have the following
                meanings, and terms which are not defined below, but which are defined
                in
                the Lease, shall have such meanings herein as are ascribed to such
                terms
                by the Lease:




1.1
            **Final
                Project Plans**.  The term “**Final Project
                Plans**” shall mean the Working Drawings (as hereinafter defined)
                as modified as of the Plans Approval Date, by such changes, additional
                information and specifications as contemplated by **Section
                2** of this **Exhibit B**, and as further modified by
                any Change Orders, Required Change Orders or Tenant’s Extra Work (each as
                hereafter defined), as applicable.




1.2
            **Preliminary
                Plans**. The term “**Preliminary Plans**” shall
                mean the outline specifications and preliminary drawings prepared
                on
                behalf of Landlord and approved by Tenant for the Improvements to
                be
                constructed which are described in attached **Exhibit
                B-1.**




1.3
            **Improvements**.  The
                term “**Improvements**” shall mean the building
                (the ”**Building**”) located on the Premises containing
                approximately 50,000 square feet of office space (as measured by
                BOMA
                Standards), together with all related nonstructural improvements
                and
                utilities to be located on the Premises, site development work (including
                access roads, curb cuts, parking, sidewalks, utilities and landscaping)
                and all interior alterations to be constructed by Landlord pursuant
                to the
                Construction Contract (defined below), all to be as more particularly
                shown and described in the Final Project Plans.  Unless
                specifically agreed to by Landlord, the Improvements shall not include
                any
                Tenant Improvements (as hereinafter defined), whether or not such
                Tenant
                Improvements are described in the Final Project
                Plans.




1.4           **Project**.  The
      term “**Project**” shall mean the Premises and the
      Improvements.




1.5
            **Substantial
                Completion and Substantially Complete**.  The terms
                “**Substantial Completion**” and “**Substantially
                Complete**” shall mean the condition of the Improvements when the
                earliest of any of the following have occurred:  (i) the date
                Tenant begins conducting business or commences operations within
                the
                Building, or (ii) the date on which a temporary or final certificate
                of
                occupancy has been issued for the Tenant Improvements and the Improvements
                by the governmental authority having jurisdiction to issue the same;
                provided, however, if such certificate of occupancy could not be
                obtained
                because of any Tenant Delays (as hereinafter defined), then, for
                purposes
                hereof, Substantial Completion shall be deemed to occur on the date
                on
                which such certificate of occupancy would otherwise have been issued
                but
                for such Tenant Delays.




1.6
            **Tenant
                Improvements**.  “**Tenant
                Improvements**” shall mean all furniture, fixtures, and equipment
                and any additional alterations, additions or improvements to be made
                or
                constructed by Tenant to the interior of the Premises, as described
                on
                **Exhibit B-2**hereof and which is otherwise subject to
                Landlord’s consent.  Landlord shall reimburse Tenant for the
                costs of the Tenant Improvements, plus moving expenses up to $1,750,000
                (the **“TI Allowance”**).  In addition, at the
                written request of Tenant, Landlord shall apply a portion of the
                TI
                Allowance to (i) pay any Additional Project Costs that Tenant is
                required
                to pay under **Section 5.2** of this **Exhibit
                B**, (ii) pay Base Rent in the event that any TI Allowance
                is
                unused as of Substantial Completion of the Tenant Improvements, or
                (iii)
                reimburse Tenant an amount equal to $2,300 per day for each day after
                May
                1, 2008 until Substantial Completion, if Excused Delays prevent
                Substantial Completion by May 1, 2008 and Tenant is not reimbursed
                under
                **Section 3.1**.  To the extent applicable, Tenant
                shall submit to Landlord any plans, drawings or descriptions of the
                Tenant
                Improvements (“**TI Plans**”), which shall be subject to
                Landlord’s prior written approval, such approval shall not be unreasonably
                withheld or
                delayed.








B-1




Tenant
      shall submit invoices and applications for payment received from its architect
      and contractor and approved by Tenant, with such invoices and applications
      for
      payment to be on AIA form G702, together with lien waivers from the contractor
      and appropriate subcontractors together with any other evidence reasonably
      required by Landlord, its title insurer or lender, in form and substance
      reasonably satisfactory to Landlord, its title insurer or lender, that there
      are
      no parties entitled to place a lien against the real property underlying the
      Premises on a monthly basis.  Landlord shall fund the amounts approved
      by Tenant for payment directly to the Tenant’s architect and contractor within
      ten (10) business days of receipt, provided that Landlord shall have no
      obligation to fund any amount in excess of the TI Allowance.  All
      costs of the Tenant Improvements in excess of the TI Allowance shall be paid
      by
      Tenant as and when due; provided, however, that at Tenant’s request, subject to
      the limitation set forth in **Section 2.4**
      below,  Landlord shall increase the TI Allowance by up to an
      additional five dollars ($5.00) per square foot of the Premises.  If
      Tenant exercise this right, the additional TI Allowance, together with interest
      at nine percent (9%) per annum, shall be amortized in equal monthly installments
      of Base Rent over the initial term of the Lease and the Base Rent rate reflected
      in **Section 2.2** of the Lease shall be adjusted upward
      accordingly to include such amortized amount. Landlord and Tenant shall execute
      an amendment to this Lease memorializing the increase in the Base Rent rate
      payable prior to the remittance or crediting of such funds to Tenant. In the
      event a Change Order requested by Tenant and approved by Landlord results in
      a
      discernable net reduction in Landlord’s costs to construct the Improvements, the
      amount of such net reduction shall be added to the amount of the TI Allowance
      available to Tenant pursuant to this **Section 1.6**.




1.7
            **Additional
                Project Costs**.  The term “**Additional
                Project Costs**” shall mean all out-of-pocket, unreimbursed hard
                and soft costs incurred or committed by Landlord including, without
                limitation, all design fees and expenses, construction costs, general
                conditions, insurance, financing costs (actual and imputed),
                inspection  fees, commissions, consultants’ and attorneys’ fees,
                General Contractor’s fees, architect’s fees, due diligence costs, and
                other development costs in connection with the Project to the extent
                that
                any of the aforementioned costs are the result of any of the
                following:  (a) pursuing or obtaining any entitlements or
                incentives in connection with the Project, to the extent such are
                requested by Tenant, or to the extent such will directly benefit
                Tenant
                and Tenant has consented to Landlord’s pursuit of such; (b) changes
                to the Project Scope or Working Drawings pursuant to Section 2.1,
                2.2 or
                Section 4 below, except no Additional Project Cost shall be incurred
                to
                the extent such are either (i) necessary to conform to the Preliminary
                Plans, or (ii) made or requested by Landlord and are not a Required
                Change
                Order; (c) changes in any Applicable Laws (as hereinafter defined);
                (d)
                any Required Change Order or Change Order requested or necessitated
                by
                Tenant; (e) Tenant’s Extra Work; (f) any Excused Delays (as hereinafter
                defined); or (g) changes required by governmental authorities due
                to code
                interpretations, except to the extent such are errors or omissions
                are the
                responsibility of General Contractor or Architect.  For purposes
                hereof, Change Orders shall be deemed to include an overhead, profit
                and
                building supervision charge of ten percent (10%) of the total cost
                relating to the applicable Change
                Order.




2.
            **APPROVAL
                OF PLANS**.  Tenant hereby acknowledges that Tenant
                has approved the Preliminary Plans.  Landlord and Tenant agree
                the Preliminary Plans do not constitute a set of working drawings
                that are
                sufficient to perform the work necessary to complete the Improvements;
                however, the parties agree that the Preliminary Plans are sufficient
                to
                define, and shall constitute, the definition of the scope of the
                work for
                the Improvements (the “**Project
                Scope**”).




2.1
            **Preparation
                and Approval of Plans**.  Landlord shall cause to be
                prepared drawings and specifications (“**Working Drawings**”)
                that are consistent with the Project Scope and necessary for construction
                of the Improvements.  Landlord warrants that the Working
                Drawings shall be prepared for the benefit of Landlord and Tenant
                by a
                licensed architect employed by Landlord’s General
                Contractor.  Landlord shall deliver the Working Drawings to
                Tenant for Tenant’s review and approval (which approval shall not be
                unreasonably withheld).  For purposes of the Lease, Tenant shall
                not have the right to require Landlord to make material modifications
                to
                the Project Scope, including material modifications to the Preliminary
                Plans.  Any such material modifications or additional work
                beyond the Project Scope shall be governed by **Section 4**
                of this **Exhibit B**.  Tenant, acting reasonably
                and in good faith, shall have ten (10) business days from Landlord’s
                delivery of the Working Drawings to advise Landlord, in writing,
                as to
                whether or not Tenant desires any changes to the Working Drawings
                because
                of a material deviation from the Preliminary Plans.  If Tenant
                fails to timely respond, Tenant shall automatically be deemed to
                have
                approved the Working Drawings.  If Tenant timely requests a
                change to the Working Drawings (“**Tenant’s Objection**”),
                Tenant shall also, within such ten (10) business day period, advise
                Landlord, with reasonable specificity and detail, of Tenant’s Objection,
                and provided Landlord, in its good faith reasonable discretion, determines
                and agrees that such requested change is necessary or appropriate,
                Landlord shall then use its reasonable efforts to incorporate such
                change
                in the Working Drawings as soon as reasonably practicable after delivery
                of Tenant’s Objection (without such change constituting additional work or
                a Change Order).  Upon approval or deemed approval of the
                Working Drawings, those Working Drawings shall replace, be utilized
                and
                relied upon in lieu of the Preliminary Plans.  The date on which
                Landlord and Tenant mutually agree upon the Working Drawings, or
                the date
                on which Tenant is deemed to have approved them, whichever is applicable,
                shall be referred to as the “**Plans Approval
                Date**”.  After the Plans Approval Date, Landlord shall
                not be required to make any changes to the Working Drawings, except
                to the
                extent expressly set forth in this **Exhibit
                B**.








B-2




2.2
            **Changes
                to Work**.  After the Plans Approval Date, except as
                otherwise required in this **Exhibit B**, neither Landlord
                nor Tenant shall have the right to order extra work or change orders
                with
                respect to the construction of the Improvements without the prior
                written
                consent of the other.  Extra work or change orders requested by
                either Landlord or Tenant after the Plans Approval Date (each a
                “**Proposed Change Order**”) shall be made in writing, shall
                specify in detail any added or reduced cost and/or estimate of
                construction delay resulting therefrom, and shall become effective
                and a
                part of the Final Project Plans once approved in writing by both
                Landlord
                and Tenant (a “**Change Order**”).  Landlord and
                Tenant each agree that it shall respond to a Proposed Change Order
                within
                five (5) business days after receipt of the Proposed Change
                Order.  No Proposed Change Order will be effective if the
                content of such Change Order is not permitted by applicable building
                and
                zoning regulations, as the same are then in effect, interpreted and
                enforced by the applicable governmental
                authorities.  Notwithstanding the foregoing, Landlord shall be
                entitled to make changes to the Working Drawings without the approval
                of
                Tenant, to the extent such changes (“**Required Change
                Orders**”) (i) are necessary to conform with changes after the date
                of the Preliminary Plans in requirements of any governmental or
                quasi-governmental or administrative code, rule, law, approval or
                other
                authority as the same are then in effect, or by interpretations or
                enforcement by the applicable governmental authorities pursuant to
                a
                written directive or law from such governmental or quasi-governmental
                authority, or (ii) are due to any Off-Site Items (as defined in
                **Section 3.5** below), or (iii) are due to any Excused
                Delay.




2.3
            **Construction
                Contract****.**  The parties acknowledge
                that Landlord shall enter into a contract for construction (the
                “**Construction Contract**”) of the Improvements with T.W.
                Frierson Contractor, Inc. or other contractor approved by Tenant
                (the
                “**General Contractor**”), with such Contract to include a
                guaranteed maximum price consistent with the Allowances set forth
                on
                Exhibit B-4.  Landlord may elect to replace, in Landlord’s sole
                discretion, the General Contractor at any time. Without limitation
                on
                Landlord’s obligations hereunder,  Landlord shall not be liable
                to Tenant for any loss, damage or injury to Tenant or Tenant’s personal
                property that results from the acts or omissions of the General Contractor
                or its employees, agents, representatives or contractors, provided,
                however, that Landlord shall use commercially reasonable efforts
                to
                require General Contractor and its subcontractors to indemnify and
                hold
                harmless Tenant from any such loss, damage or injury and shall include
                standard indemnification language benefiting Tenant in each of the
                foregoing construction contracts, and Tenant shall be named as an
                additional insured and loss payee on all general liability, builders
                risk
                and other coverages held by General Contractor and its subcontractors
                will
                deliver to Tenant a copy of the Construction Contract promptly following
                its execution.




2.4
            **Allowances**.  Landlord
                and Tenant acknowledge and agree that the allowances (such allowances,
                together with any allowances that may be included in the Final Project
                Plans or that are agreed upon between Landlord and Tenant are collectively
                referred to herein as the “**Allowances**”) set forth on
                **Exhibit B-4**are included in the Landlord’s estimate of
                the costs for construction of the Improvements and reflected in the
                Base
                Rent amount, and that such Allowances form the basis of the construction
                budget for Improvements. Landlord and Tenant shall agree upon the
                amount
                of the Allowances on or before the Plans Approval Date, and agree
                to
                execute a writing memorializing such agreement upon either party’s
                request.  In the event that the total amount of all Additional
                Project Costs incurred by Landlord with respect to work relating
                to any
                Allowances is more than the aggregate amount of all Allowances, then
                Tenant shall be responsible for payment of such excess in accordance
                with
                **Section 5.2** of this **Exhibit
                B**.  However, in the event that Additional Project Costs
                are payable by Tenant, at Tenant’s request, Landlord shall increase the TI
                Allowance by up to an additional Five and 00/100 Dollars ($5.00)
                per
                square foot of the Premises and allow Tenant to use the TI Allowance
                to
                pay such Additional Project Costs; provided that such increased TI
                Allowance, together with interest at nine percent (9%) per annum,
                shall be
                amortized in equal monthly installments of Base Rent over the initial
                term
                of the Lease, and the Base Rent rate reflected in **Section
                2.2** of the Lease shall be adjusted upward accordingly to include
                such amortized amount.  Notwithstanding anything to the contrary
                set forth herein, in no event may the aggregate amount of increase
                to the
                TI Allowance over and above the amount of the TI Allowance referenced
                in
                **Section 1.6** exceed Five and 00/100 Dollars ($5.00) per
                square foot of the Premises.








B-3




**3.**      **CONSTRUCTION
      OF IMPROVEMENTS**.




3.1
            **Commencement
                and Completion of Construction of
                Improvements**.  Landlord shall, at Landlord’s sole
                cost and expense (except as otherwise provided herein), cause to
                be
                provided all of the design, material, labor and equipment required
                to
                construct the Improvements on the Premises (and obtain any permits
                relating to such Improvements), pursuant to and as described by the
                Final
                Project Plans.  The Improvements shall be constructed in a good
                and workmanlike manner, in accordance with the requirements of the
                Final
                Project Plans and in accordance with all applicable statutes, ordinances
                and building codes, governmental rules, regulations and orders relating
                to
                construction of the Improvements (but not relating to Tenant’s use)
                (“**Applicable Laws**”).  Landlord shall cause (i)
                the Improvements to be sufficiently constructed to allow the Tenant
                Improvements to commence on February 18, 2008, and continue thereafter,
                and (ii) to Substantially Complete the Improvements by May 1, 2008
                (each
                of (i) and (ii) is a “**Target Substantial Completion
                Date**”; collectively they are referred to herein as the
                “**Target Substantial Completion Dates**”).  The
                initial construction schedule is attached hereto as Exhibit
                B-5.  It is acknowledged and agreed that once Tenant commences
                the Tenant Improvements, both Landlord and Tenant shall use commercially
                reasonable efforts, employed in good faith, to cause their respective
                contractors and laborers performing the Improvements and Tenant
                Improvements, respectively, to coordinate and work cooperatively
                to avoid
                material interference with each other in the simultaneous completion
                of
                the Improvements and Tenant Improvements.  Each of Landlord and
                Tenant agree to act in good faith to notify the other with reasonable
                promptness at such time that it should appear that the completion
                of the
                Improvements, and Tenant Improvements, as the case may be, shall
                be
                materially delayed for any reason and each party agrees to work
                cooperatively with the other to make appropriate adjustments in each
                respective construction schedule, to the extent that circumstances
                reasonably allow, to help facilitate completion of the Improvements
                and
                Tenant Improvements, provided that such obligation(s) shall not vitiate
                the provisions of **Section 3.2** or **Section
                3.3** below. Notwithstanding the parties foregoing obligations
                to
                act cooperatively and in good faith and adjust the construction schedule,
                Landlord acknowledges that, subject to Excused Delays, Landlord shall
                pay
                the Tenant $2,300 for each calendar day of delay in a Target Substantial
                Completion Date.  LANDLORD ACKNOWLEDGES THAT (A) THE LATE FEE
                PROVIDED FOR IN THIS SECTION IS NOT A PENALTY BUT INSTEAD ESTABLISHES
                LIQUIDATED DAMAGES THAT ARE REASONABLE GIVEN THE CIRCUMSTANCES NOW
                EXISTING (INCLUDING WITHOUT LIMITATION, THE RANGE OF HARM TO TENANT
                THAT
                IS REASONABLY FORESEEABLE AND THE ANTICIPATION THAT PROOF OF TENANT’S
                ACTUAL DAMAGES WOULD BE COSTLY, IMPRACTICAL AND INCONVENIENT) AND
                (B) IT
                UNDERSTANDS THE PROVISIONS OF THIS SECTION.  In the event that
                Excused Delays prevent Substantial Completion by May 1, 2008, and
                Tenant
                is not otherwise reimbursed under this Section 3.1, at Tenant’s request,
                Landlord shall pay Tenant an amount equal to $2,300 per day for each
                day
                after May 1, 2008, until Substantial Completion, provided, that such
                amount shall be charged to the Tenant’s TI
                Allowance.




3.2
            **Force
                Majeure Delays**.  If Landlord, as the result of any
                (a) strikes, lockouts or labor disputes, (b) delays in obtaining
                labor or
                materials or reasonable substitutes therefore of which Landlord or
                General
                Contractor had no reason to expect at the time of contracting for
                same,
                (c) abnormal inclement weather which delays or precludes construction,
                acts of God or the public enemy, condemnation, civil commotion, fire
                or
                other casualty, (d) shortage of fuel, (e) action or nonaction of
                public
                utilities or of local, state or federal governments, affecting the
                work,
                the occurrence of which Landlord or General Contractor had no reason
                to
                anticipate including, but not limited to, delays in the permitting
                process
                as a result of the action or inaction or such governmental authorities,
                or
                (f) other conditions similar to those enumerated above which are
                beyond
                the reasonable anticipation of Landlord or General Contractor, such
                that
                the Landlord cannot reasonably perform any obligation on Landlord’s part
                to be performed hereunder within the time periods herein specified
                (collectively, the “**Force Majeure Delays**”), then such
                failure shall be excused and shall not be a breach of Landlord’s
                obligations under this Lease, and the deadline for performance shall
                be
                extended for a period equal to the period of delay, and Landlord
                will
                notify Tenant of the nature and probable duration of such
                delay.  Landlord shall  make reasonable best efforts
                to minimize the impact of such
                delay.








B-4




3.3
            **Tenant
                Delays**.  If Landlord shall be delayed in
                Substantially Completing the Improvements as a result of any Tenant
                Delays, then the Commencement Date and the payment of Rent under
                the Lease
                shall not be affected or deferred on account of any such Tenant
                Delays.  “**Tenant Delays**” shall mean actual net
                delays in substantial completion of the Improvements attributed to
                any or
                all of the following:




(a)
            Tenant’s
                failure to respond to Change Orders on a timely basis and/or to pay
                invoices (within five (5) business days of submission thereof to
                Tenant)
                for Additional Project Costs in accordance herewith;
                or




(b)
            Except
                for Tenant’s Objection, Tenant’s changes in any or all of the Preliminary
                Plans, the Working Drawings and the Final Project Plans;
                or




(c)
            The
                performance or completion by Tenant, or any person, firm or corporation
                employed by Tenant or its representatives or agents, of any work
                in or
                about the Premises, including, but not limited to, the Tenant
                Improvements; or




(d)
            The
                performance or completion of any Tenant Extra Work to the extent
                that such
                delay was set forth in an Estimate (hereinafter defined) and approved
                by
                Tenant; or




(e)
            The
                acts or omissions of Tenant or its agents, employees, representatives,
                invitees, contractors; or




(f)
            Tenant’s
                failure to timely comply with its obligations under the Lease;
                or




(g)
            A
                Change Order approved by Tenant.




Tenant
                hereby indemnifies, defends and holds Landlord Indemnified Parties
                harmless from and against any and all Losses suffered or incurred
                by
                Landlord or a Landlord Indemnified Party as a result of, or the cause
                of,
                any Tenant Delays.




Landlord
      shall promptly notify Tenant of any Force Majeure Delays and Tenant Delays
      (collectively, “**Excused Delays**”) and the nature thereof, which
      notice shall further specify (i) the anticipated delay in the Target Substantial
      Completion Date resulting from such Excused Delays as of the date of such
      notice; (ii) the nature of such Excused Delays and whether any such Excused
      Delays constitute Tenant Delays or Force Majeure Delays; (iii) whether the
      conditions, events, acts, omissions or circumstances giving rise to such Excused
      Delays persist as of the date of such notice, and (iv) the revised construction
      schedule.  Tenant shall have a reasonable period of time to dispute
      the validity of any Excused Delays (including, without limitation, the extent
      of
      the delay in the Target Substantial Completion Date resulting from any Excused
      Delay) and any dispute which cannot be resolved among the Tenant, Landlord
      and
      General Contractor shall be resolved by mediation and then binding
      arbitration.




3.4
            **Additional
                Items Affecting Construction**.  Tenant shall consent
                (and subordinate its leasehold interest) to, any easements which
                benefit
                of the Premises Landlord reasonably deems necessary in order to complete
                construction of the Improvements in accordance with the Final Project
                Plans and Applicable Laws, including matters pertaining to access,
                utility
                or other lines relating to the Improvements, provided that such easements
                will not materially interfere with Tenant’s business operations at the
                Premises.








B-5




3.5
            **Off-Site
                Requirements**.  Notwithstanding anything to the
                contrary contained herein, to the extent that in connection with
                obtaining
                permits and approvals, complying with Applicable Laws or the design
                and/or
                construction of the Improvements, any off-site improvements or other
                off-site items which were not reasonably anticipated or included
                in the
                Final Project Plans by the Architect or General Contractor (collectively,
                the “**Off-Site Items**”) are required to be addressed or
                implemented into the Improvements, Tenant hereby agrees and acknowledges
                that such Off-Site Items shall be included in the Final Project Plans
                (through a Required Change Order, if necessary).  The cost of
                such Off-Site Items shall be included in Additional Project Costs
                and any
                delays on account of such Off-Site Items shall be included as Excused
                Delays.




4.
            **TENANT’S
                EXTRA WORK**.  If Tenant desires that any work be
                performed in connection with the construction of the Improvements
                other
                than, or in addition to, the work described in the Working Drawings,
                as
                approved by Landlord and Tenant (such other work is hereinafter called
                “**Tenant’s Extra Work**”), the following provisions shall be
                applicable:




4.1
            Tenant
                shall, at its sole cost and expense, furnish to Landlord, Landlord’s
                architect, the General Contractor, and any electrical and mechanical
                consultants engaged by Landlord (collectively, “**Landlord’s
                Consultants**”), such information as may reasonably be necessary to
                cause Landlord’s Consultants to prepare and submit to Landlord all
                necessary drawings, plans and specifications covering the Tenant’s Extra
                Work (such drawings, plans and specifications are hereinafter called
                “**Tenant’s Extra Work Plans**”).  Tenant shall pay
                the fees and expenses of Landlord’s Consultants to prepare Tenant’s Extra
                Work Plans within 10 business days of Landlord’s delivery of the billing
                statement(s) therefor.  Tenant, at its sole option, may use its
                TI Allowance to pay such amounts.




4.2
            Landlord
                agrees to construct the Tenant’s Extra Work provided (i) the Tenant’s
                Extra Work Plans are acceptable to Landlord, in Landlord’s sole
                discretion, and approved in writing by Landlord, and (ii) Tenant
                has not
                defaulted under, or otherwise breached, the terms and provisions
                of the
                Lease.




4.3
            Prior
                to commencing any Tenant’s Extra Work, Landlord shall submit to Tenant for
                Tenant’s approval, a written estimate of the cost of Tenant’s Extra Work
                and any projected delay in the Target Substantial Completion Date
                resulting from the proposed Tenant’s Extra Work (the
                “**Estimate**”).  Landlord shall not be obligated
                to proceed with Tenant’s Extra Work until the Estimate is approved in
                writing by Tenant.  Tenant shall have five (5) business days
                from Landlord’s delivery of the Estimate to advise Landlord of Tenant’s
                approval or disapproval thereof.  If Tenant fails to timely
                approve the Estimate, then Tenant shall automatically be deemed to
                have
                disapproved the Estimate and therefore, Landlord shall have no obligation
                to perform Tenant’s Extra Work.  The costs incurred in the
                performance of Tenant’s Extra Work is due and payable as Additional
                Project Costs pursuant to **Section 5.2** of this
                **Exhibit B**; provided, however, Landlord may instead elect
                to require that Tenant pay the costs of Tenant’s Extra Work to Landlord
                within a reasonable period of time prior to such time as Landlord
                is
                obligated to pay the General Contractor for such work pursuant to
                the
                Construction Contract (whether on a percentage of completion basis
                or
                otherwise).  If Landlord makes such election and Tenant fails
                timely to make any payments for Tenant’s Extra Work, Landlord may
                immediately cease to perform the Tenant’s Extra Work and any delays in the
                Target Substantial Completion Date set forth in the Estimate shall
                nonetheless remain effective for all relevant purposes.  For
                purposes hereof, Tenant’s Extra Work shall be deemed to also include the
                cost of an overhead, profit and building supervision charge of five
                percent (5%) of the total cost of Tenant’s Extra
                Work.








B-6




5.      **COMMENCEMENT
      DATE AND PAYMENT OF ADDITIONAL PROJECT COSTS**.




5.1
            **Commencement
                Date**.  Tenant shall be liable to Landlord for the
                payment of Rent and any other payment as set forth in the
                Lease.  The “**Commencement Date**” under the Lease
                shall be five (5) business days after the later of (1) date on which
                the
                Improvements and Tenant Improvements are Substantially Completed
                and (2)
                May 1, 2008; provided, however, in the event Substantial Completion
                of the
                Improvements and any Tenant Improvements is delayed due to Tenant
                Delays,
                then for purposes of the payment Rent and any other payment required
                to be
                made by Tenant pursuant to the Lease, the Commencement Date shall
                be that
                date five (5) business days after the date on which the Improvements
                would
                have been Substantially Completed but for the occurrence of such
                Tenant
                Delays.  If the Improvements are not Substantially Completed but
                are partially ready for occupancy, Tenant may, but need not, occupy
                the
                portion of the Premises that is ready for occupancy, provided such
                partial
                occupancy is permitted by applicable law, and in the event of such
                partial
                occupancy (other than occupancy necessary to complete the Tenant
                Improvements), Tenant shall pay to Landlord pro rata Rent based upon
                the
                area of the Premises so occupied by Tenant.  Such obligation to
                pay Rent on a proportionate basis shall commence on the date on which
                Tenant first occupies and takes possession of any portion of the
                Premises,
                and shall continue through the Commencement Date.  Tenant’s
                right to so occupy and utilize a portion of the Premises shall
                nevertheless be subject to Landlord’s reasonable approval, and throughout
                such partial occupancy, Tenant shall fully cooperate with Landlord
                to
                facilitate Landlord’s Substantial Completion of any remaining or
                outstanding Improvements without any interference.  If Tenant
                occupies any portion of the Premises prior to Substantial Completion
                thereof, the provisions of the Lease shall apply to such occupancy
                or use
                of the Premises by Tenant, except that the Term of the Lease shall
                not
                commence until the Commencement
                Date.




5.2
            **Payment
                of Additional Project Costs**.  Landlord and Tenant
                acknowledge and agree that the annual Base Rent described in
                **Section 2.2** of the Lease is based upon a good faith
                reasonable estimate of project costs (as evidenced by the Allowances),
                which amount was determined to be the costs to be incurred by Landlord
                in
                completing the Improvements in accordance with the Preliminary Plans
                and
                the Construction Contract.  Landlord and Tenant further
                acknowledge and agree that any Additional Project Costs in excess
                of the
                aggregate amount of Allowances shall be the responsibility of
                Tenant.  Tenant shall pay the amount of such excess when
                incurred by Landlord pursuant to the terms of this **Section
                5.2** unless payment is accomplished by charging such amount
                against the TI Allowance pursuant to **Section 1.6 and 2.4**
                above.  At such time as Landlord may incur, be committed to, or
                be obligated to pay any Additional Project Costs in excess of the
                aggregate amount of Allowances, Landlord shall notify Tenant of the
                nature
                and amount of such excess.  Tenant shall pay Landlord such
                amount within ten (10) days after receipt of Landlord’s notice of same or
                request that such be paid by Landlord from the TI Allowance.  In
                no event shall Landlord be required to execute any Change Order with
                Tenant or work order or change order with Contractor approving any
                work
                that is the subject of or relating to the applicable Additional Project
                Costs until Landlord receives payment of the amount due from Tenant
                or a
                request that such be paid by charging such amount against the TI
                Allowance
                as provided in **Section 1.6 and 2.4** above. Tenant’s
                payment to Landlord of the amount due shall be a condition precedent
                to
                Landlord’s obligation to cause to be performed any work in connection with
                or relating to the Additional Project Costs.  Landlord shall
                notify Tenant of the amount of the Additional Project Costs which
                exceed
                the aggregate amount of Allowances.  To the extent all of the
                Additional Project Costs are not known as of the Commencement Date,
                or
                there are Additional Project Costs that are to be determined or calculated
                by Landlord, Landlord shall notify Tenant of any such Additional
                Project
                Costs within ninety (90) days after final completion of the Improvements.
                Landlord’s notice may include any Additional Project Costs not previously
                identified by Landlord (whether or not Landlord paid for the work
                or
                expense relating to such Additional Project Costs).  All amounts
                for Additional Project Costs to be paid by Tenant shall be paid in
                cash or
                immediately available funds unless payment is accomplished by charging
                against the TI Allowance pursuant to **Section 1.6 and 2.4**
                above.




6.
            **DELIVERY
                OF POSSESSION; PUNCH LIST; ACCEPTANCE
                AGREEMENT**.  As soon as the Improvements are
                Substantially Completed, Landlord and Tenant shall together walk
                through
                the Premises and inspect all Improvements so completed, using reasonable
                efforts to discover all uncompleted or defective construction in
                the
                Improvements.  After such inspection has been completed, each
                party shall sign an acceptance agreement in the form attached hereto
                as
                **Exhibit B-3**(the “**Acceptance
                Agreement**”), which shall include by attachment a list of all
                “punch list” items which the parties agree are to be corrected by
                Landlord.  As soon as such inspection has been completed and the
                Acceptance Agreement executed, Landlord shall deliver possession
                of the
                Premises to Tenant.  Landlord shall use reasonable best efforts
                to cause General Contractor to complete and/or repair such “punch list”
                items within 30 days after executing the Acceptance
                Agreement.  Landlord shall have no obligation to deliver
                possession of the Premises to Tenant until such procedures regarding
                the
                preparation of a punch list and the execution of the Acceptance Agreement
                have been completed.  Without limitation on Landlord’s warranty
                obligations pursuant to **Section 7**hereof, Tenant’s taking
                possession of any part of the Premises shall be deemed to be an acceptance
                by Tenant of the Improvements in such part as is complete and in
                accordance with the terms of the Lease, except for the punch list
                items
                noted in the Acceptance Agreement; provided, however, that early
                entry by
                Tenant as permitted in **Section 8**below shall not be
                deemed to be taking of possession for purposes of this
                Section.








B-7




7.
            **WARRANTY**.  Landlord
                acknowledges that the General Contractor shall provide a warranty
                to
                Landlord with respect to the Improvements against any defective
                workmanship and materials (which shall include any work or materials
                not
                in accordance with the Final Project Plans as modified by Change
                Orders
                and any additional specifications or project manual which is part
                of such
                plans) discovered and brought to Landlord’s attention pursuant to a proper
                Tenant’s Defect Notice (as hereinafter defined) delivered during a period
                of not less than one (1) year from the date the Improvements are
                Substantially Completed (the “**Warranty Period**”); provided
                however that to the extent any warranty period provided in Landlord’s
                General Contract with the General Contractor extends for more than
                one (1)
                year, as to any item or component of Improvements, the Warranty Period
                shall be deemed to be such longer period. Landlord shall cause the
                General
                Contractor to assign to Landlord any assignable warranties provided
                to
                General Contractor from any third party, and Landlord covenants to
                diligently enforce such warranties for Tenant’s benefit. During the
                Warranty Period, Landlord shall, at Landlord’s sole cost and expense,
                require General Contractor to repair or replace any defective item
                occasioned by defective workmanship or materials in and with respect
                to
                the construction and installation of the Improvements (and specifically
                excluding any installations by Tenant or any deficiencies in the
                Improvements created by, through or under Tenant or otherwise through
                no
                fault of or defective performance on the part of Landlord or General
                Contractor), provided that (a) Tenant notifies Landlord, in writing
                and
                with reasonable specificity and detail, of the nature and extent
                of any
                such alleged defects in the Improvements (“**Tenant’s Defect
                Notice**”) and (b) Tenant delivers the Tenant’s Defect Notice
                to Landlord prior to the expiration of the Warranty Period. Landlord
                shall
                also cause Tenant to be named as a third party beneficiary of any
                and all
                warranties, including any design warranty ordinarily and customarily
                contained in the General Contract provided from General Contractor
                to
                Landlord under the General Contract.  Landlord or General
                Contractor shall not be liable to Tenant for damages as a result
                of such
                defect, resulting from loss of business by Tenant or other consequential
                or speculative damages, except to the extent that such consequential
                damages or loss profits are covered by insurance carried by Landlord
                or
                General Contractor as part of such insurance maintained by them in
                the
                ordinary course of business, it being agreed that neither Landlord
                nor
                General Contractor shall be required to obtain such coverage to the
                extent
                not included within the coverage usually and customarily maintained
                by
                Landlord and General Contractor, respectively. Notwithstanding anything
                to
                the contrary contained herein, in no event shall Landlord or General
                Contractor be liable for, and the warranty specified above shall
                not apply
                to, defects or alleged deficiencies in any materials or workmanship
                in or
                concerning the Improvements if and to the extent the defect or deficiency
                is due to or caused by any Alterations performed by Tenant, installation
                of Tenant Improvements or the abuse, neglect, negligence or willful
                or
                intentional act or omission of Tenant or its agents, employees,
                representatives, contractors, subcontractors, invitees, successors
                or
                assigns, including, without limitation, Tenant’s failure to maintain a
                HVAC Maintenance Contract.  From and after the expiration of the
                Warranty Period, (x) neither Landlord nor General Contractor shall
                have
                any liability or obligation, of any nature whatsoever, to remedy,
                replace
                or correct any alleged defects and deficiencies; and (y) Landlord
                shall
                reasonably cooperate with Tenant (but at no out-of-pocket expense
                to
                Landlord) in the enforcement by Tenant, at Tenant’s sole cost and expense,
                of any express warranties or guarantees of workmanship or materials
                given
                by any subcontractors, architects, draftsmen, or materialmen engaged
                by
                Landlord to supply or complete any of the Improvements, if and to
                the
                extent that such guarantees or warranties remain in effect after
                the
                expiration of the Warranty Period. In providing a Tenant Defect Notice,
                Tenant shall be obligated to set forth with reasonable specificity
                and
                detail the nature and extent of such defect. Except as otherwise
                expressly
                set forth above in this Exhibit B, from and after the earlier of
                (1) the
                date Tenant takes partial occupancy and (2) the Commencement Date,
                Tenant
                shall have and hold the Premises in an “AS-IS,” “WHERE-IS” condition,
                without any liability or obligation on the part of Landlord for making
                any
                alterations, improvements, repairs or replacements, of any kind,
                in or
                about the Premises at any time during the Term of the Lease or any
                extension or renewal thereof, and Tenant shall maintain the Premises,
                and
                all parts thereof, in a good and sufficient state of repair as required
                under the Lease.  Notwithstanding Tenant’s timely delivery of a
                Tenant’s Defect Notice, at no time during the Term of the Lease, shall
                Tenant have any right, of any nature whatsoever, to withhold the
                timely
                payment of any Rent due under the Lease, from time to time, as a
                result
                of, or due to, or because of, any alleged breaches by Landlord under
                the
                Lease or the alleged existence of any defects or deficiencies in
                the
                Improvements.  Notwithstanding anything contained herein to the
                contrary, none of the following items that may occur in the Improvements
                shall be considered defective items occasioned by defective workmanship
                or
                materials required to be repaired by Landlord or General Contractor
                pursuant to this **Section 7**:  (i) any chips,
                scratches or marks on such items as tile, woodwork, mirrors, walls,
                porcelain, glass (including breakage or cracks) not indicative of
                or
                resulting from a structural deficiency, plumbing fixtures, lighting
                fixtures, or doors not noted in the punch list set forth in the applicable
                Acceptance Agreement not indicative of or resulting from a structural
                deficiency; (ii) defects resulting from ordinary wear and tear, misuse
                or
                neglect, or failure to provide proper maintenance not indicative
                of or
                resulting from a structural deficiency; (iii) cracking or scaling
                of the
                concrete flat work (which includes, but is not limited to, sidewalks
                and
                floors) and minor cracks in foundation walls, if any, not resulting
                from
                infiltration of free water not indicative of or resulting from a
                structural deficiency; (iv) cracks in walks, driveways, parking lots,
                floor or fountains due to expanding and contracting of concrete from
                change in temperature and compacting of the soil on which the concrete
                is
                placed not indicative of or resulting from a structural deficiency;
                (v)
                the color of the concrete; (vi) shrinkage in structural wood members;
                and
                (vii) drywall cracks, nail pops or seems due to drying out and normal
                expansion and contraction of the wood or masonry to which it has
                been
                secured.






B-8






8.
            **TENANT’S
                ACCESS**.  In addition to Landlord’s obligations
                under **Section 3.1**, Landlord, in its reasonable
                discretion, may permit Tenant and Tenant’s agents or independent
                contractors to enter the Premises prior to the Target Substantial
                Completion Dates, in order that Tenant may do the Tenant Improvements
                which are specified in **Exhibit B-2**hereto.  Tenant shall give to Landlord not less than
                five (5) days’ prior written notice requesting access to the Premises,
                which notice shall contain and/or shall be accompanied by:  (a)
                a description of the work to be performed by those persons and entities
                for whom and which such access is being required; (b) the names and
                addresses of all contractors for whom and which such early access
                is being
                requested and the approximate number of individuals, itemized by
                trade,
                who will be present in the Premises; (c) copies of all contracts
                pertaining to the performance of the work for which such early access
                is
                being requested; (d) copies of all plans and specifications pertaining
                to
                the work for which such access is being requested; (e) copies of
                all
                licenses and permits required in connection with the performance
                of the
                work for which such access is being requested; and (f) certificates
                of
                insurance naming Landlord as additional insured/loss payee as applicable
                in form acceptable to Landlord and instruments of indemnification
                against
                all claims, costs, expenses, damages and liabilities which may arise
                in
                connection with such work.  All of the foregoing shall be
                subject to Landlord’s written approval, which approval may be withheld in
                Landlord’s reasonable discretion.  If Landlord permits such
                prior entry, then such license shall be subject to the condition
                that (i)
                Tenant and Tenant’s agents, employees, representatives, invitees,
                contractors, subcontractors, workmen, mechanics and suppliers shall
                use
                commercially reasonable efforts to work in harmony and not interfere
                with
                Landlord and its agents and contractors in doing its work in, to,
                or on
                the Premises; (ii) Tenant shall maintain, in full force and effect,
                the
                insurance policy or policies required under the Lease, and shall
                use
                commercially reasonable efforts to cause the General Contractor to
                be
                designated as an Additional Insured with respect to the Improvements;
                and
                (iii) Tenant shall pay for any utilities required solely by Tenant
                in
                connection with Tenant’s early access to the Premises.  If at
                any time such entry or occupancy shall cause or threaten to cause
                such
                disharmony or interference, Landlord, in Landlord’s reasonable discretion,
                shall have the right to withdraw and cancel such license upon 24
                hours’
                prior written notice to Tenant.  Tenant agrees that any such
                entry into and occupancy of the Premises shall be deemed to be under
                all
                of the terms, covenants, conditions and provisions of the Lease,
                except as
                to the covenant to pay Rent.  Tenant further agrees that to the
                extent permitted by law, Landlord and its principals shall not be
                liable
                in any way for any injury or death to any person or persons, loss
                or
                damage to any of Tenant’s work and installations made in the Premises
                (including, without limitation, any Tenant Improvements) or loss
                or damage
                to property placed therein prior to the Target Substantial Completion
                Date, the same being at Tenant’s sole risk, unless such occurrence is due
                to Landlord’s, General Contractor’s or Agent’s negligence or willful
                misconduct.  Tenant hereby indemnifies, defends and holds
                harmless Landlord from and against all Losses which may be brought
                or made
                against Landlord or a Landlord Indemnified Party, or which Landlord
                or a
                Landlord Indemnified Party may pay or incur, by reason of the Tenant’s
                early access to the Premises pursuant to this **Section 8**
                or due to Tenant Improvements.  Notwithstanding any of the
                foregoing to the contrary, it is acknowledged and agreed that Tenant
                shall
                have the right to enter the Premises on the Target Substantial Completion
                Date for commencement of Tenant Improvements as set forth in
                **Section 3.1** and each day thereafter  in
                accordance with **Section 3.1** to complete the Tenant
                Improvements, provided that (i) Tenant and Tenant’s agents, employees,
                representatives, invitees, contractors, subcontractors, workmen,
                mechanics
                and suppliers shall use commercially reasonable efforts to work in
                harmony
                with Landlord and its agents and contractors in doing its work in,
                to, or
                on the Premises; and (ii) Tenant shall maintain, in full force and
                effect,
                the insurance policy or policies required under the Lease, and shall
                use
                commercially reasonable efforts to cause the General Contractor to
                be
                designated as an Additional
                Insured.








B-9




9.
            **AUTHORIZED
                REPRESENTATIVES**.  Tenant hereby appoints Debbie
                Long as its duly authorized representative to review and approve
                the
                Working Drawings and the Final Project Plans, so as not to unreasonably
                delay completion of the Improvements.  Tenant hereby represents
                and warrants to Landlord that said authorized representative has
                authority
                to approve the Final Project Plans, as well as the authority to approve
                modifications to the Working Drawings.  When Landlord requests
                Tenant to specify details or layouts, Tenant shall promptly do so,
                subject
                to the provisions of the Final Project Plans, so as not to delay
                completion of the Improvements.  Landlord acknowledges and
                agrees that no less frequently than once a month, Landlord shall
                allow the
                Tenant’s Representative to meet with (or attend appropriate meetings with)
                Landlord and General Contractor or its representative (a) discuss
                the
                status of the Improvements and work completed to date, and (b) provide
                written updates to the Allowances (with such updates to be detailed
                by
                line-item category and include estimates of remaining costs), and
                the
                construction schedule.




10.
            **NOTICES
                DURING CONSTRUCTION**.  Notwithstanding any notice
                provision in the Lease, any notice required to be given by either
                party
                pursuant to this **Exhibit B**, shall be in writing and,
                shall be deemed to have been properly given, rendered or made only
                if
                personally delivered, or if sent by Federal Express or other comparable
                commercial overnight delivery service, or sent by confirmed facsimile,
                addressed to the other party at the addresses set forth below (or
                to such
                other addresses as Landlord or Tenant may designate to each other
                from
                time to time by written notice), and shall be deemed to have been
                given,
                rendered or made on the day so delivered or on the first business
                day
                after having been deposited with the courier
                service:




If
      to
      Landlord:                                       First
      Industrial Investment, Inc.


311
      South Wacker Drive, Suite
      4000


Chicago,
      IL  60606


Attn.:  Executive
      Vice
      President - Development





At
      all
      times with a copy
      to:                 First
      Industrial Investment, Inc.


1420
      Donelson Road


Suite
      B17


Nashville,
      TN 37217


Attn.:  Steve
      Preston





If
      to
      Tenant:                                          CHD
      Meridian Healthcare, LLC


40
      Burton Hills Blvd., Suite
      200


Nashville,
      Tennessee
      37215


Attn:
      Debbie Long, Director of
      Procurement





At
      all
      times with a copy
      to:                 CHD
      Meridian Healthcare, LLC


4
      Hillman Drive, Suite
      130


Chadds
      Ford, Pennsylvania
      19317


Attn:
      General Counsel









B-10