LEASE REFERENCE DATA



Landlord:           HENDERSON BIRMINGHAM ASSOCIATES

Tenant:             I-TRAX HEALTH MANAGEMENT SOLUTIONS, INC.

Location:           The Birmingham Court Building, 130 - 140 Hillman Drive,
                    Chadds Ford Business Campus, Chadds Ford, PA 19317

Annual Net Rent:  Year 1:  $216,849.00 per year; $18,070.75 per month; $21.50
                           per square foot, NNN
                  Year 2:  $219,370.50 per year: $18,280.88 per month; $21.75
                           per square foot, NNN
                  Year 3:  $221,892.00 per year; $18,491.00 per month; $22.00
                           per square foot, NNN
                  Year 4:  $224,413.50 per year; $18,701.13 per month; $22.25
                           per square foot, NNN
                  Year 5:  $226,935.00 per year; $18,911.25 per month; $22.50
                           per square foot, NNN

Commencement Date:  October 1, 2004, or sooner as provided for herein.
Rent:               January 1, 2005

Demised Term:     Five (5) years and three (3) months beginning October 1, 2004
and ending December 31, 2009 unless extended.

Security Deposit: $34,406.50 (representing two (2) months rent)

Tenant's Pro Rata
Share:              17.04% (10,086 square feet divided by 59,175 square feet)


This  Reference Data Section is intended to be a short summary of certain of the
business  terms  for quick  reference.  It is not  intended  to be a part of the
Lease.  If there is any  inconsistency  between the Reference Data and the Lease
Agreement, the Lease Agreement shall control.



                                       1
<PAGE>


                                 LEASE AGREEMENT
                                 ---------------


                    THIS AGREEMENT, made the 12th day of August two thousand and
four (2004), by and between HENDERSON BIRMINGHAM ASSOCIATES, (hereinafter called
"Landlord"),  of the one part,  and I-TRAX  HEALTH  MANAGEMENT  SOLUTIONS,  INC.
(hereinafter called "Tenant"), a Delaware Corporation,  (licensed to do business
in Pennsylvania), of the other part.

         1. DEMISED PREMISES.
         --------------------

         Landlord  does hereby demise and let unto Tenant all that certain space
consisting of approximately  10,086 square feet in The Birmingham Court Building
("Building")  known as 130 - 140 Hillman  Drive as shown on Exhibit "A" attached
hereto and made a part hereof (hereinafter called the "Demised Premises") in The
Chadds Ford Business  Campus (the  "Campus"),  the Township of Chadds Ford,  the
County of Delaware, in the Commonwealth of Pennsylvania, to be used and occupied
as office space and for no other purpose.

         2. DEMISED TERM.
         ----------------

         The Lease  shall be for a term of five (5)  years and three (3)  months
(hereinafter  called  "Demised  Term")  beginning the first day of October,  two
thousand and four (2004)  ("Commencement  Date") and ending the thirty-first day
of December, two thousand and nine (2009), at the rent as hereinafter set forth.

         a.       Annual Net Rent and Additional  Rent as  hereinafter  defined,
                  shall  not be due and  payable  for the  period  prior  to the
                  Commencement Date in accordance with Paragraph 7 herein; and

         b.       All terms and provisions of the lease (unless otherwise stated
                  herein  this  paragraph)   shall  be  applicable  to  Tenant's
                  occupancy  during  the  period  prior  to  Commencement   Date
                  specified in the Lease; and

         c.       Landlord shall be in receipt of a signed lease document.

         3. GRANTING CLAUSE.
         -------------------

         Subject  to and upon the terms  herein set  forth,  Landlord  leases to
 Tenant and Tenant leases from Landlord the Demised Premises,  together with the
 right in common with others, to use the common areas of the Building.

         4. PERMITTED USE.
         -----------------

         The term "Permitted  Use" shall mean use only for commercial  executive
 offices  (and  offices  for the  clerical  and other  staff  providing  support
 services  necessarily  attendant  thereto),  consistent  with  the  first-class
 character of the Building and for no other purpose.


                                       2
<PAGE>


         5. SERVICES BY LANDLORD.
         ------------------------

         Landlord  agrees to  furnish  to Tenant  during  the  Demised  Term the
following services:

         a.       Cold water at the points of supply provided for the public use
                  of tenants.

         b.       Heat and air conditioning in season as currently  provided for
                  in the Demised  Premises at such times,  at such  temperature,
                  and in  such  amounts  as are  considered  by  Landlord  to be
                  standard for the Building.  Service for any non-standard hours
                  shall be requested by Tenant in writing with reasonable notice
                  and shall be billed at Landlord's then standard rates.

         c.       Janitorial  cleaning  services  as  described  in Exhibit  "B"
                  attached hereto.

         d.       Electricity to the Demised  Premises  consistent in Landlord's
                  reasonable judgment with the Permitted Use.

         Failure to furnish or stoppage of any of the above  services  shall not
 render  Landlord  liable in any  respect  for  damages to person,  property  or
 business.  Any such failure or stoppage shall not be construed as  constructive
 eviction of Tenant or relieve Tenant from the fulfillment of any term, covenant
 or  agreement  under this Lease.  Should any  equipment  or  machinery  used in
 providing  the above  services  break down or for any cause  cease to  function
 properly,  then, if Landlord is obligated  hereunder to provide such  services,
 Landlord shall use reasonable diligence to repair the same.

         6. SECURITY DEPOSIT.
         --------------------

         The Tenant has  deposited  with the  Landlord,  at the  signing of this
Lease,  the sum of Thirty Four  Thousand  Four  Hundred  Six and 50/100  Dollars
($34,406.50)  as security  (the  "Security  Deposit")  for the full and faithful
performance  by the  Tenant  of all the  terms  of  this  Lease  required  to be
performed by the Tenant.  The Landlord may commingle  the Security  Deposit with
its other funds or monies.  The Tenant shall not be entitled to interest on such
Security Deposit. The Security Deposit shall be returned to the Tenant after the
expiration of this Lease,  provided the Tenant has fully and faithfully  carried
out all of its terms. In the event of a bona fide sale of the Demised  Premises,
the  Landlord  shall have the right to  transfer  such  Security  Deposit to the
purchaser to be held under the terms of this Lease,  and the  Landlord  shall be
released  from all  liability  for the  return of such  Security  Deposit to the
Tenant.

         7. ANNUAL NET RENT.
         -------------------

         Annual Net rent for the Demised  Premises  ("Annual Net Rent") shall be
payable to Landlord as follows:

         Tenant  agrees to pay an Annual Net Rent for Year 1 of the Demised Term
in the sum of Two Hundred  Sixteen  Thousand Eight Hundred Forty Nine and 00/100
Dollars  ($216,849.00) lawful money of the United States of America,  payable in
monthly  installments  in advance  during the said Demised Term of this Lease in
sums of Eighteen  Thousand Seventy and 75/100 Dollars  ($18,070.75) on the first
day of each month, Annual Net Rent to begin from the first day of January, 2005,
the first installment to be paid at the time of signing this Lease.


                                       3
<PAGE>


         Tenant  agrees to pay an Annual Net Rent for Year 2 of the Demised Term
in the sum of Two Hundred  Nineteen  Thousand  Three Hundred  Seventy and 50/100
Dollars  ($219,370.50) lawful money of the United States of America,  payable in
monthly  installments  in advance  during the said Demised Term of this Lease in
sums of Eighteen Thousand Two Hundred Eighty and 88/100 Dollars  ($18,280.88) on
the  first day of each  month,  Annual  Net Rent to begin  from the first day of
January, 2006.

         Tenant  agrees to pay an Annual Net Rent for Year 3 of the Demised Term
in the sum of Two  Hundred  Twenty One  Thousand  Eight  Hundred  Ninety Two and
00/100  Dollars  ($221,892.00)  lawful  money of the United  States of  America,
payable in monthly  installments in advance during the said Demised Term of this
Lease in sums of Eighteen  Thousand Four Hundred  Ninety One and 00/100  Dollars
($18,491.00)  on the first day of each month,  Annual Net Rent to begin from the
first day of January, 2007.

         Tenant  agrees to pay an Annual Net Rent for Year 4 of the Demised Term
in the sum of Two Hundred Twenty Four Thousand Four Hundred  Thirteen and 50/100
Dollars  ($224,413.50) lawful money of the United States of America,  payable in
monthly  installments  in advance  during the said Demised Term of this Lease in
sums of Eighteen  Thousand Seven Hundred One and 13/100 Dollars  ($18,701.13) on
the  first day of each  month,  Annual  Net Rent to begin  from the first day of
January, 2008.

         Tenant  agrees to pay an Annual Net Rent for Year 5 of the Demised Term
in the sum of Two  Hundred  Twenty Six  Thousand  Nine  Hundred  Thirty Five and
00/100  Dollars  ($226,935.00)  lawful  money of the United  States of  America,
payable in monthly  installments in advance during the said Demised Term of this
Lease in sums of  Eighteen  Thousand  Nine  Hundred  Eleven and  25/100  Dollars
($18,911.25)  on the first day of each month,  Annual Net Rent to begin from the
first day of January, 2009.

         Notwithstanding anything to the contrary contained herein, Tenant shall
pay at the  signing of this Lease the first  monthly  payment of Annual Net Rent
for the month of January  2005,  and shall not pay  Annual  Net Rent  during the
period  commencing  on the  Commencement  Date and ending on  December  31, 2004
(hereinafter defined as the "Rent Free Period").

         8. NET LEASE.
         -------------

         It is the intent of the parties  hereto  that this is a net lease,  and
that costs of ownership,  maintenance and use of the Demised Premises,  shall be
paid by Tenant in  addition  to the  payments  of Annual  Net Rent as  specified
above,  provided  however,  that  Landlord  shall be  responsible  for  property
management  expenses,  if any,  structural  repairs to the exterior  foundation,
roofs, the plumbing in common areas and/or outside of the Building, and exterior
walls.  Common  Areas shall be defined as those areas that are shared by tenants
on the Building and the land on which the  Building  sits,  and those areas that
are shared by all of the properties  located within the Campus.  Said repairs by
Landlord will be made within a reasonable time after notice from Tenant.

         9. ESCALATION.
         --------------

         The  following  words and terms  shall be  defined as  hereinafter  set
forth:

         a.       "Operating Year". Shall mean each calendar year, or such other
                  period of twelve


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<PAGE>


                  (12)  months as  hereafter  may be adopted by  Landlord as its
                  fiscal year, occurring during the Demised Term.

         b.       "Operating Expense Allowance".  Shall mean Forty Nine Thousand
                  Five Hundred  Twenty Two and 26/100 Dollars  ($49,522.26)  per
                  year, Four and 91/100 Dollars ($4.91) per square foot.

         c.       "Operating  Expense  Statement".  Shall  mean a  statement  in
                  writing signed by Landlord, setting forth in reasonable detail
                  (1) the Operating  Expense for the preceding  Operating  Year,
                  (2) the  Operating  Expense  Allowance  and  (3) the  Tenant's
                  Operating  Expense  Adjustment  for such  Operating  Year,  or
                  portion  thereof.   The  Operating   Expense  Statement  shall
                  constitute  a final  determination  as  between  Landlord  and
                  Tenant of the  Operating  Expense  and the  Operating  Expense
                  Adjustment  for any  Operating  Year,  and  (4) the  Operating
                  Expense Estimate.  Tenant shall be afforded an annual right to
                  review and audit the  Landlord  books and records  relating to
                  Operating Expenses.

         d.       "Operating Expense". Shall mean Tenant's pro-rata share, equal
                  to 17.04% of the  following  expenses  incurred by Landlord in
                  connection  with the operation,  repair and maintenance of the
                  Building and land of which the Demised Premises is a part:

                  1.       Cleaning and  maintenance  costs for the Building and
                           the land of which  the  Demised  Premises  is a part,
                           including  the windows,  sidewalks  and parking lots,
                           all snow and rubbish removal (including the cost of a
                           trash  dumpster and removal of trash from the Demised
                           Premises)  and  lawn  and  grounds   landscape   care
                           (including  separate  contracts  therefore)  and  the
                           costs of all labor, supplies, equipment and materials
                           incidental thereto.

                  2.       Real estate  taxes and other taxes or charges  levied
                           in lieu of such taxes,  general  and  special  public
                           assessments,  taxes on the rentals of the Building of
                           which the  Demised  Premises  is a part,  or the use,
                           occupancy or renting of space therein.

                  3.       Premiums  and fees for  fire  and  extended  coverage
                           insurance,  insurance  against  loss of  rentals  for
                           space in the  Building of which the Demised  Premises
                           is a part  and  public  liability  insurance,  all in
                           amounts  and  coverages  (with  additional   policies
                           against  additional  risks)  as  may be  required  by
                           Landlord  or  the  holder  of  any  mortgage  on  the
                           Building of which the Demised Premises is a part.

                  4.       Common Area  electricity for parking lot lighting and
                           site lighting.

                  5.       Snow,  trash  removal and paving  (including  parking
                           lots),  lawn and general grounds upkeep,  maintenance
                           and  repair  for  these  items,  and the costs of all
                           labor, material and supplies incidental thereto.

                  6.       Any regular or special assessments levied against the
                           Building  pursuant to any  declaration  of protective
                           covenants and  easements  now or hereafter  affecting
                           the land on which the Building is located and any and
                           all  expenditures  of Landlord in connection with the
                           operation,  repair or  maintenance of the land or the
                           Building  of which  the  Demised  Premises  is a part
                           which  are  proper   expenses  in   accordance   with
                           generally accepted accounting principles consistently
                           applied  with  respect to the  operation,  repair and
                           maintenance of the  first-class  office  buildings in
                           the Philadelphia suburban area.



                                       5
<PAGE>

                  7.       Landlord  has agreed to  contract  with a  janitorial
                           service to clean the Demised  Premises  for Tenant in
                           accordance  with  the  attached   Cleaning   Schedule
                           included as Exhibit "B " (the  "Cleaning  Schedule").
                           Tenant  agrees to pay, as Additional  Rent,  the cost
                           for the  janitorial  service plus a management fee of
                           3%. Tenant agrees to permit the janitors and cleaners
                           of  Landlord  to  have  access  to and to  clean  the
                           Demised  Premises  in  accordance  with the  attached
                           Exhibit "B".

                  8.       The  cost  of  an  extermination   contract  for  the
                           Building.

                  9.       The cost of an HVAC  maintenance  contract  in such a
                           form  as to  cover  normal  maintenance  of the  HVAC
                           units, as well as for repairs and/or  replacements to
                           the system.

         Operating  Expense  shall be "net"  and,  for  that  purpose,  shall be
reduced by the amounts of any  reimbursement or credit received or receivable by
Landlord  with respect to an item of cost that is included in Operating  Expense
(other than  reimbursements  to Landlord by tenants of the Building  pursuant to
Operating Expense escalation provisions).

         To the extent that any item of Operating  Expense is incurred in common
with another building or lot in the same office park of Landlord,  such items of
expense shall be apportioned equitably among the properties in such office park.

         If  Landlord  shall  eliminate  the payment of any wages or other labor
costs or otherwise reduce the Operating  Expense as a result of the installation
of new  devices or  equipment,  or by any other  means,  then in  computing  the
Operating Expense the  corresponding  items shall be deducted from the Operating
Expense Allowance for the Operating Year.

         e.       "Operating Expense Exclusions". Notwithstanding the foregoing,
                  "Operating Expense" shall not include  expenditures for any of
                  the following:

                  1.       The  cost  of  any   capital   addition   or  capital
                           expenditure made to the Building of which the Demised
                           Premises is a part.

                  2.       Replacements,  repairs  or other work  occasioned  by
                           fire,  windstorm or other insured casualty or hazard,
                           to the extent that Landlord shall receive proceeds of
                           such insurance.

                  3.       Leasing  commissions,  advertising expenses and other
                           costs incurred in leasing or procuring new tenants.

                  4.       Repairs or rebuilding necessitated by condemnation.

                  5.       Depreciation  and  amortization  of the  Building  of
                           which the Demised Premises is a part.

                  6.       The salaries  and  benefits of executive  officers of
                           Landlord, if any.

                  7.       All  charges  for  water,  sewer,  gas,  electricity,
                           telephone  or other  utility  used by  Tenant  at the
                           Demised  Premises  during the  Demised  Term that are
                           separately metered for Tenant.


                                       6
<PAGE>


                  8.       Repairs and maintenance of the Demised Premises.

         If Landlord's Operating Expense for any Operating Year shall be greater
than the Operating Expense Allowance, Tenant shall pay to Landlord as Additional
Rent the Operating Expense Adjustment  ("Operating Expense  Adjustment"),  being
the  difference   between  the  Operating  Expense  and  the  Operating  Expense
Allowance.  If Tenant occupies the Demised  Premises or portion thereof for less
than a full Operating Year, the Operating Expense  Adjustment will be calculated
in proportion to the amount of time in such Operating Year that Tenant  occupied
the Demised Premises.

         Such  Operating  Expense  Adjustment  shall  be paid  in the  following
manner:  within 120 days following the last day of the first and each succeeding
Operating Year  ("Expense  Adjustment  Date"),  Landlord shall furnish Tenant an
Operating Expense  Statement.  Within fifteen (15) days following the receipt of
such  Operating  Expense  Statement,  Tenant shall pay to Landlord as Additional
Rent  the  Operating  Expense  Adjustment  for  such  previous  Operating  Year.
Commencing  with the  first  month of the  second  Operating  Year and each year
thereafter,  Tenant shall be  obligated  to pay to  Landlord,  on account of the
Operating Expense  Adjustment for such Operating Year,  monthly  installments in
advance equal to  one-twelfth  (1/12th) of Landlord's  estimate of the Operating
Expense  Adjustment  for  such  Operating  Year  ("Estimated  Operating  Expense
Adjustment"). Landlord shall provide Tenant with the Estimated Operating Expense
Adjustment  statement  for the  prior  year.  The  Estimated  Operating  Expense
Adjustment  shall be  calculated  by  multiplying  the  percentage  increase  in
Operating  Expense  for the  previous  year,  by the  Operating  Expense for the
previous year. In the event that Tenant has not received the Estimated Operating
Expense Adjustment statement prior to the commencement of the third month of the
Operating  Year,  Tenant  shall  continue to pay the previous  year's  Operating
Expense Adjustment. However, Tenant shall be obligated to pay Landlord's invoice
for the monthly  installment of Estimated  Operating Expense  Adjustment for the
third  month of the  Operating  Year (and the  fourth  month,  if the  Estimated
Operating  Expense  Adjustment is not delivered by Landlord to Tenant before the
beginning of the fourth  month) within  fifteen (15) days after  delivery of the
invoice for the Estimated  Operating Expense Adjustment  payments throughout the
Operating  Year and shall  pay the  eleventh  and  twelfth  installments  of the
Operating  Expense  Adjustment  during  the  first  and  second  months  of  the
succeeding  Operating  Year. On the next  succeeding  Expense  Adjustment  Date,
Tenant shall pay to Landlord (or Landlord shall credit to Tenant) any deficiency
(or excess)  between the  installments  paid on account of the preceding  year's
Estimated   Operating  Expense  Adjustment  and  the  actual  Operating  Expense
Adjustment for such Operating Year.

         10. ADDITIONAL RENT.
         --------------------

         a.       Tenant  agrees to pay as rent in  addition  to the  Annual Net
                  Rent herein  reserved any and all sums which may become due by
                  reason of Tenant's breach of Lease or the failure of Tenant to
                  comply with all of the covenants of this Lease and any and all
                  damages,  costs and expenses,  including reasonable attorney's
                  fees,  which the Landlord may suffer or incur by reason of any
                  default of the Tenant or  failure on  Tenant's  part to comply
                  with the covenants of this Lease ("Additional Rent").

         b.       Tenant  further  agrees to pay to Landlord as Additional  Rent
                  all  sums  due  for  repairs  made  to the  Demised  Premises,
                  replacing of glass windows, doors, partitions, electric wiring
                  and electric lamps, etc., the keeping of waste and drain pipes
                  open and repairs and replacements to wash basins and plumbing,
                  heating and air-conditioning apparatus, which are necessitated
                  by or  caused  by  misuse  or abuse  by  Tenant,  its  agents,
                  employees, contractees, visitors and licensees. The same shall
                  be paid by  Tenant  to  Landlord  within  five (5) days  after
                  presentation by Landlord to Tenant of bills therefore.


                                       7
<PAGE>

         c.       Landlord,  within the Demised  Premises,  will provide  Tenant
                  with one (1) initial lamping upon occupancy; relamping will be
                  provided  and  installed  by Landlord and charged to Tenant as
                  Additional Rent for both lighting inside the Demised Premises,
                  as well as for Common Area light relamping.

         11. LEGAL USE.
         --------------

         Tenant  will not occupy or use,  nor permit any  portion of the Demised
Premises to be occupied or used for any  purpose  other than the  Permitted  Use
specified in Paragraph 4 of this Lease, nor for any business or purpose which is
unlawful in part or in while or deemed to be  disreputable  or  hazardous in any
manner. Tenant will conduct its business and control its agents,  employees, and
invitees  in such a manner so as not to create  any  nuisance,  interfere  with,
annoy,  or disturb other tenants or Landlord in the  management of the Building.
Tenant will maintain the Demised Premises in a clean and healthful condition and
comply with all laws, ordinances, orders, rules and regulations (state, federal,
municipal,  and other entities asserting jurisdiction over the Demised Premises)
with reference to the use of and the occupancy of the Demised Premises.

         12. TIME AND PLACE OF PAYMENT.
         ------------------------------

         Unless provided  otherwise  herein,  all Annual Net Rent and Additional
Rent shall be payable in advance  without prior notice or demand and without any
set off or  deduction  whatsoever  at the office of  Landlord  (or at such other
place as Landlord  may from time to time  designate by notice in writing) and at
the times  provided for the payment of the Annual Net Rent as set forth above in
Paragraph  7. All  payments of rent by Tenant may be applied to Annual Net Rent,
Additional Rent, interest or penalties, if any, as Landlord deems appropriate.

         13. IMPROVEMENT OF DEMISED PREMISES.
         ------------------------------------

         a.       Landlord's  Work.  Landlord  shall  complete  and  prepare the
                  Demised Premises for Tenant's initial  occupancy in a good and
                  workmanlike  manner in accordance  with  Tenant's  Improvement
                  Plan  (Exhibit  "C")  attached  hereto   utilizing  a  general
                  contractor selected by Landlord.

         b.       Materials  Used.  Landlord  shall use materials as outlined on
                  the attached  Tenant's Scope of Work (Exhibit  "D").  Landlord
                  reserves  the right,  however:  (1) to make  substitutions  of
                  material  of  equivalent  grade  and  quality  when and if any
                  specified   material  shall  not  be  readily  and  reasonably
                  available,  and (2) to make changes necessitated by conditions
                  met in the  course of  construction,  provided  that  Tenant's
                  approval of any change shall first be obtained (which approval
                  shall not be unreasonably  withheld) so long as there shall be
                  general   conformity  with  Tenant's   Improvement  Plans  and
                  Tenant's  intended  use  of the  Demised  Premises  and  which
                  approval must be given or denied (with  reasons  stated in the
                  case of denial) within forty-eight (48) hours after request or
                  approval shall be conclusively deemed to have been given.

         14. POSSESSION.
         ---------------

         If the  Landlord  shall be unable  to give  possession  of the  Demised
Premises on the Commencement Date, or because a certificate of occupancy has not
been  procured,  or for any other reason  whatsoever,  the Landlord shall not be
subject to any  liability  for such  inability  to give  possession.


                                       8
<PAGE>


Under such circumstances the payment of Annual Net Rent shall not commence until
possession  of the  Demised  Premises  is given to or the  Demised  Premises  is
available  for  occupancy by the Tenant.  The failure to give  possession on the
Commencement Date shall not affect the validity of this Lease or the obligations
of the Tenant  hereunder,  or extend the Demised  Term of this Lease,  provided,
however,  in the  event  Landlord  is  unable  to give  possession  on or before
December  1, 2004 then  Tenant  shall  have the  option of  declaring  the Lease
terminated by giving Landlord written notification thereof by registered mail on
or before December 7, 2004.

         15. ALTERATIONS AND IMPROVEMENTS.
         ---------------------------------

         a.       Tenant  will  not  make  any   alterations,   improvements  or
                  additions to or about the Demised Premises, or affix or attach
                  any  articles  to or make any  holes in or about  the  Demised
                  Premises or the  Building  of which the Demised  Premises is a
                  part without first having submitted plans for same to Landlord
                  for its  prior  approval,  which  such  approval  will  not be
                  unreasonably  withheld,   delayed  or  denied.  If  said  plan
                  receives Landlord's  approval,  Landlord alone will make or do
                  the same on behalf of Tenant and for Tenant's benefit,  solely
                  at the  cost,  expense  and risk of  Tenant  unless  otherwise
                  provided in writing. All alterations,  improvements, additions
                  or fixtures, whether installed, made or placed before or after
                  the  execution  of this Lease,  shall  remain upon the Demised
                  Premises  at the  expiration  or earlier  termination  of this
                  Lease and become the  property  of  Landlord  unless  Landlord
                  shall, at the time Landlord  approves such  alterations,  give
                  written  notice to Tenant to remove the same at the expiration
                  of the Demised  Term,  in which event  Tenant shall remove the
                  same at the  expiration  of the  Demised  Term and restore the
                  Demised Premises to the same good order and condition in which
                  it now  is,  reasonable  wear  and  tear  excepted;  provided,
                  however, trade fixtures may be removed if there is no existing
                  default under this Lease.

         b.       Tenant will not lay any linoleum,  oil cloth,  rubber or other
                  air-tight  covering  upon the floors of the Demised  Premises,
                  nor fasten articles to or drill holes or drive nails or screws
                  into the walls or partitions of the Demised Premises; nor will
                  Tenant  paint,  paper or  otherwise  cover or in any way mark,
                  deface  or  break  said  walls  or  partitions;  nor  make any
                  attachment  to the  electric  lighting  wires  of the  Demised
                  Premises or  Building of which the Demised  Premises is a part
                  for storing  electricity,  running  electric fans or motors or
                  other  purposes;  nor will  Tenant  use any  method of heating
                  other than that  provided by  Landlord.  If Tenant  desires to
                  have   telephone,   telegraph  or  other   similar  wires  and
                  instruments installed on the Demised Premises, he shall notify
                  Landlord,  and Landlord will direct where and how the same are
                  to be installed.  Landlord  reserves at all times the right to
                  require Tenant to install and use in the Demised Premises such
                  electrical  protective  devices and to change  wires and their
                  placing and arrangement,  as Landlord may deem necessary,  and
                  further,  to  require  compliance  on the part of all using or
                  seeking  access to such wires with such rules as Landlord  may
                  establish relating thereto; and further reserves, in the event
                  of non-compliance  with such requirements and rules, the right
                  to cut  and  prevent  the  use  of any  wires  to  which  such
                  non-compliance relates.

         c.       No contract  entered into or that may be subsequently  entered
                  into by Landlord  with  Tenant,  relative to any  alterations,
                  additions,   improvements  or  repairs,  nor  the  failure  of
                  Landlord to make such alterations,  additions, improvements or
                  repairs as  required by any such  contract,  nor the making by
                  Landlord  or his agents or  contractors  of such  alterations,
                  additions, improvements or repairs shall in any way affect the
                  payment  of the  rent  or  said  other  charges  at  the  time
                  specified in this Lease.

         d.       Items  of a  decorative  nature,  such as small  pictures  and
                  similar  items,  are not  intended  to be  prohibited  by this
                  Paragraph.


                                       9
<PAGE>

         16. SIGNS.
         ----------

         Tenant will not erect or place any sign, advertising matter, lettering,
stand, booth, show case, or other matter of any kind in or upon the door, steps,
vestibules, outside walls, outside windows or pavements of the Building of which
the Demised  Premises  is a part  without  first  obtaining  Landlord's  written
approval.  Tenant will not place any sign,  advertising  matter,  lettering,  or
other matter of any kind upon the doors giving access into the Demised  Premises
or upon the interior  walls of the  Building of which the Demised  Premises is a
part without the prior  written  approval of Landlord.  Landlord  shall  provide
Tenant  with an initial  sign at the  entrance  to the  Demised  Premises on the
existing suite entrance placard, at Landlord's expense.  Any changes to the sign
thereafter shall be at the sole cost and expense of the Tenant.

         17. MACHINERY, WEIGHTS, LOCKS, INSURANCE RISKS.
         -----------------------------------------------

         a.       Tenant  will not use or operate in the  Demised  Premises  any
                  machinery that is in Landlord's opinion harmful to the Demised
                  Premises or Building of which the Demised  Premises is a part,
                  or disturbing to tenants occupying other parts thereof. Normal
                  office business  machines,  including computer system servers,
                  are not intended to be prohibited by this clause. Tenant shall
                  not place any  machinery or equipment in the Demised  Premises
                  in excess of 100 pounds per square foot live load.

         b.       Tenant  will not  place  any  weights  in any  portion  of the
                  Demised  Premises  which are in Landlord's  opinion beyond the
                  safe carrying capacity of the Demised Premises.

         c.       Tenant will not place any  additional  locks upon any doors of
                  the Demised Premises or permit any duplicate keys to the locks
                  therein  to be made  unless  access  and  copies  are given to
                  Landlord.

         d.       Tenant  shall not do or  suffer to be done any act,  matter or
                  thing,  or  employ  any  person  as a result of which the fire
                  insurance or any other  insurance now in force or hereafter to
                  be placed on the Demised Premises, or any part thereof, or the
                  Building  of which  the  Demised  Premises  are a part,  shall
                  become void or  suspended,  or whereby the same shall be rated
                  as a more hazardous risk than at the date of execution of this
                  Lease, or carry or have any benzene or explosive matter of any
                  kind in and about the  Demised  Premises  unless  approved  in
                  writing by Landlord.

         18. REMOVAL OF GOODS. - Intentionally deleted.
         ----------------------------------------------

         19. COVENANTS OF TENANT.
         ------------------------

         Tenant covenants and agrees that it will without demand:

         a.       Payment. Pay the rent and all other charges herein reserved as
                  rent on the days and times and at the place  that the same are
                  made payable,  without fail, and if Landlord shall at any time
                  or times accept said rent or rent charges after the same shall
                  have become due and payable,  such acceptance shall not excuse
                  delay upon subsequent occasions, or constitute or be construed
                  as a waiver of any of  Landlord's  rights.  Tenant agrees that
                  any charge or payment herein  reserved,  included or agreed to
                  be treated or  collected  as rent and/or any other  charges or
                  taxes, expenses, or costs herein agreed to be


                                       10
<PAGE>


                  paid by the Tenant may be proceeded  for and  recovered by the
                  Landlord in the same manner as rent due and in arrears.

         b.       Care of Demised  Premises.  Keep the  Demised  Premises in the
                  same good  order in which  they now are,  reasonable  wear and
                  tear and damage by  accidental  fire or other  casualty  alone
                  excepted. Tenant acknowledges that the Demised Premises are in
                  good order,  condition and repair and require no  alterations,
                  additions or improvements to be made by Landlord except as may
                  be expressly  specified in writing by the parties  hereto.  In
                  the  event  of the  failure  of  Tenant  promptly  to  perform
                  hereunder,  Landlord  may go upon  the  Demised  Premises  and
                  perform such covenants, the cost hereof, at the sole option of
                  Landlord, to be charged to Tenant as additional and delinquent
                  rent.

         c.       Compliance of Laws.  Comply with any requirements of any State
                  or Federal statute or local ordinance or regulation applicable
                  to Tenant's  use of the Demised  Premises,  and save  Landlord
                  harmless from  penalties,  fines,  costs or damages  resulting
                  from failure so to do.

         d.       Fire Protection. Use every reasonable precaution against fire.

         e.       Surrender  of  Demised  Premises.  Peacefully  deliver  up and
                  surrender possession of the Demised Premises to Landlord at or
                  prior to the  expiration or earlier  termination of this Lease
                  or any renewal  thereof in the same good order and broom clean
                  condition in which  Tenant has herein  agreed to keep the same
                  during the continuance of this Lease.  Tenant will at or prior
                  to the expiration or earlier  termination of this Lease or any
                  renewal  thereof  remove all of its property  from the Demised
                  Premises so that  Landlord  may again have and  repossess  the
                  same not later than noon on the day on which this Lease or the
                  renewal  thereof  shall   terminate,   and  will   immediately
                  thereafter  deliver to Landlord at its office all keys for the
                  Demised Premises.

         f.       Notice of Damage.  Give to Landlord  prompt  written notice of
                  any accident,  fire, or damage  occurring on or to the Demised
                  Premises.

         g.       Janitorial  Access.   Permit  the  janitors  and  cleaners  of
                  Landlord to have  access to and to clean the Demised  Premises
                  in accordance with the attached Exhibit "B". Tenant waives any
                  right it may have to a claim  against  Landlord for any damage
                  done to the  furniture or other  property or effects of Tenant
                  by the janitors or cleaners or other  employees of Landlord or
                  by any other  person,  or for any loss of property of any kind
                  whatever from the Demised Premises, however occurring,  except
                  for those  claims  caused by the sole  negligence  or  willful
                  misconduct of Landlord or its employees.

         h.       Agency for Leasing.  Not cause or allow any agent to represent
                  Tenant in any subletting or reletting of the Demised  Premises
                  other than an agent  approved  by the  Landlord,  if, with the
                  permission in writing of Landlord,  such  permission not to be
                  unreasonably withheld,  delayed or denied, Tenant shall vacate
                  or decide at any time  during the  Demised  Term to vacate the
                  herein Demised Premises prior to the expiration of this Lease,
                  or any  renewal  hereof,  and that  should  Tenant  do so,  or
                  attempt to do so, the  Landlord  may remove any signs that may
                  be placed on or about the Demised Premises by such other agent
                  without any liability to Landlord or to said agent, the Tenant
                  assuming all responsibility for such action.

         20. RULES AND REGULATIONS.
         --------------------------


                                       11
<PAGE>

         The Rules and  Regulations  attached hereto as Exhibit "E" in regard to
the said Demised  Premises  and/or  Building of which the Demised  Premises is a
part and the tenants occupying offices therein,  and such amendments,  additions
and modifications thereof as may from time to time be made by Landlord, shall be
deemed a part of this Agreement  with the same effect as though written  herein.
Tenant covenants that said Rules and Regulations shall be faithfully observed by
Tenant,  Tenant's employees,  and all persons visiting the Demised Premises,  or
claiming under Tenant,  the right being hereby expressly reserved by Landlord to
add to, alter or rescind,  from time to time, such rules and regulations,  which
changes in rules and  regulations  shall take effect  immediately  after  notice
thereof in writing shall have been served.

         21. ASSIGNMENT AND SUBLET.
         --------------------------

         a.       Tenant, under penalty of instant forfeiture, shall not assign,
                  mortgage or pledge this Lease,  nor  underlet or sublease  the
                  Demised  Premises  or any part  thereof  without  the  written
                  consent of  Landlord  first had and  obtained  (which  consent
                  shall not be  unreasonably  withheld,  unreasonably  denied or
                  unreasonably delayed); nor after such written consent has been
                  given shall any  assignee  or  sublessee  assign,  mortgage or
                  pledge  this Lease or such  sublease  or  underlet or sublease
                  said  Demised   Premises  or  any  part  thereof   without  an
                  additional  written  consent by Landlord;  and in neither case
                  without  such  consent  shall any such  assignment,  mortgage,
                  pledge, underletting or sublease be valid. Notwithstanding the
                  foregoing,  Tenant may assign this Lease or sublet the Demised
                  Premises to a parent or subsidiary  corporation  without first
                  obtaining the consent of Landlord.

         b.       An  assignment  within the meaning of this Lease is understood
                  and intended to comprehend  not only the  voluntary  action of
                  Tenant,  but also any levy or sale on execution or other legal
                  process and every  assignment  for the  benefit of  creditors,
                  adjudication  or sale in bankruptcy or insolvency or under any
                  other compulsory procedure or order of court.

         c.       No  assignment  or  sublease,  if  consented  to in the manner
                  aforesaid,  shall in any way  relieve or release  Tenant  from
                  liability  upon any of the  covenants  under the terms of this
                  Lease,  and  notwithstanding  any such  assignment or sublease
                  the,  responsibility  and liability of Tenant  hereunder shall
                  continue in full force and effect until the  expiration of the
                  Demised  Term hereby  created  and any  renewals  thereof.  No
                  assignment  or sublease  shall be valid unless the assignee or
                  subtenant  shall assent to and agree in writing to be bound by
                  all of the  covenants  and  conditions  herein  contained  and
                  unless such  assignment or sublease is to a party that will be
                  an actual user of the Demised Premises.

         22. LANDLORD'S RIGHTS.
         ----------------------

         Tenant  covenants and agrees that  Landlord  shall have the right to do
the following things and matters in and about the Demised Premises:

         a.       Access to the Demised  Premises.  At all reasonable  times and
                  upon  reasonable  verbal or  written  notice by himself or his
                  duly authorized agents to go upon the Demised Premises without
                  disruption,  if reasonably  possible,  (1) to inspect the same
                  and every part thereof; (2) for the purpose, at his option, of
                  making  repairs,   alterations,   additions,  or  improvements
                  thereof;  (3) for the  purpose  of  making  electrical  wiring
                  changes in electric  service outlets in floor,  ceiling and/or
                  walls; (4) for the purpose of making adjustments of any nature
                  to  the  air-conditioning  system;  (5)  for  the  purpose  of
                  fighting fire within the Demised  Premises or elsewhere in the
                  Building of which the Demised Premises is a part, or for the


                                       12
<PAGE>


                  control or  correction  of  conditions  resulting  from floor,
                  either from a broken pipe or from outside sources; (6) for the
                  purpose of performing  any covenants  herein  contained  which
                  Tenant  has  failed to  perform;  and (7) for the  purpose  of
                  remedying any matter due to breach of covenant of Tenant.

         b.       Showing  the  Demised  Premises.  At  any  time  after  notice
                  properly given by either party to the other of an intention to
                  terminate this Lease,  Landlord may show the Demised  Premises
                  to  persons  who may be  interested  in  leasing  the  Demised
                  Premises.

         c.       Control of  Building.  To control and have  dominion  over the
                  halls, passages,  entrances,  elevators,  toilets,  stairways,
                  balconies  and  roof of the  Building  of  which  the  Demised
                  Premises  is a part,  the  same  being  not for the use of the
                  general public; and Landlord shall in all cases have the right
                  to control and  prevent  access  thereto of all persons  whose
                  presence in the  judgment of Landlord or his agents,  shall be
                  prejudicial to the safety, character, reputation and interests
                  of the  Building of which the  Demised  Premises is a part and
                  its  tenants.   Provided,   however,  Landlord  will  use  its
                  reasonable  efforts not to interfere  with Tenant and Tenant's
                  invitees use or access to the Demised Premises.

         d.       Prevention  of Access.  To prevent  access to the  Building of
                  which the Demised Premises is a part in the event of invasion,
                  mob,  riot,  public  excitement or other  commotion by closing
                  doors or  otherwise  for the  safety  of  tenants  and for the
                  protection of property in the Building.

         23. RESPONSIBILITY OF LANDLORD.
         -------------------------------

         a.       Landlord  Insurance.  Landlord shall maintain and Tenant shall
                  pay on a monthly  basis as a part of the  Annual  Net Rent for
                  fire and extended coverage  insurance on the Building of which
                  the  Demised  Premises  is a part in such  amounts as Landlord
                  and/or  Landlord's  mortgagees  shall  require.  Payments  for
                  losses  thereunder  shall be made  solely to  Landlord  or the
                  mortgagees of Landlord as their interests shall appear.

         b.       Repairs  and  Maintenance.  In the  event  that any  repair is
                  required by reason of the negligence or abuse of Tenant or its
                  agents,  employees,  invitees or of any other person using the
                  Demised  Premises with Tenant's  consent,  express or implied,
                  Landlord  may make such repair and invoice the cost thereof to
                  Tenant,   which   invoice   will  become  due  when  the  next
                  installment of rent is due as Additional Rent.

         24. INDEMNITY AND INSURANCE.
         ----------------------------

         a.       Indemnity.  Tenant  agrees to  indemnify  and to  relieve  and
                  hereby  indemnifies  and relieves  Landlord from all liability
                  and expense by reason of any loss,  damage or injury to Tenant
                  or any other  person or to any property of Tenant or any other
                  person  which  may  arise  from any  cause  whatsoever  on the
                  Demised Premises or on the pavement,  curb,  roof,  sidewalks,
                  elevators,  hallways, parking lots, passages or other portions
                  of the  Building  of which  the  Demised  Premises  is a part,
                  except  to  the  extent  due  to  the  negligence  or  willful
                  misconduct  of Landlord,  its agents,  servants or  employees.
                  Tenant  further  agrees to indemnify and to relieve and hereby
                  indemnifies  and  relieves  Landlord  from all  liability  and
                  expense  by reason of any loss,  damage or injury to Tenant or
                  to any  employee  or  business  invitee  of  Tenant  or to any
                  property  of Tenant or any  employee  or  business  invitee of
                  Tenant which may occur on the pavement, curb, roof, sidewalks,
                  elevators,  hallways, parking lots, passages or other portions
                  (other than


                                       13
<PAGE>


                  the  Demised  Premises)  of the  Building of which the Demised
                  Premises are a part, except to the extent due to negligence of
                  the Landlord, his servants, agents or employees.

         b.       Commercial  General Liability  Insurance.  Tenant shall at all
                  times during the period in which it has any  occupancy  rights
                  in the  Demised  Premises,  maintain  in full force and effect
                  commercial  general liability  insurance,  naming Landlord and
                  its managing  agent,  if any, as additional  insured  covering
                  injury to persons and damage to property occurring in or about
                  the Demised  Premises,  in such amounts as may  reasonably  be
                  required  by  Landlord  from  time to time,  but not less than
                  $1,000,000  combined  single limit,  with a deductible  not to
                  exceed Five Thousand Dollars ($5,000.00). Tenant shall deliver
                  to Landlord  renewals thereof at least fifteen (15) days prior
                  to expiration. All such policies of insurance shall be with an
                  insurance company licensed to do business in Pennsylvania, and
                  shall  provide  that they  shall not be  cancelled  or amended
                  without at least twenty (20) days prior notice to Landlord and
                  said managing agent.

         c.       Personal  Property  Insurance.  Tenant shall maintain,  at its
                  expense, insurance on all of its personal property,  including
                  removable trade fixtures, located in the Demised Premises

         d.       Certificates of Insurance. Tenant shall, at Landlord's request
                  from time to time, provide Landlord with current  certificates
                  of  insurance   evidencing   Tenant's   compliance  with  this
                  Paragraph.

         e.       Waiver of Subrogation. Intentionally deleted.

         25. FIRE OR OTHER CASUALTY.
         ---------------------------

         Within  thirty  (30) days  from the date of  casualty,  Landlord  shall
notify  Tenant  whether it intends  to  restore or repair the  Demised  Premises
within the time period set forth herein.

         a.       Total  or  Substantial  Destruction.  In the  event  that  the
                  Demised Premises is totally destroyed or so damaged by fire or
                  other  casualty not  occurring  through fault or negligence of
                  the Tenant or those  employed by or acting for him,  that,  in
                  Landlord's  judgment,  the same cannot be repaired or restored
                  within  one  hundred  eighty  (180)  days,  this  Lease  shall
                  absolutely cease and determine, and the rent shall abate as of
                  the date of casualty for the balance of the term.

         b.       Partial  Destruction.  If the  damage  caused as above be only
                  partial  and such that the  Demised  Premises,  in  Landlord's
                  judgment,  can be  restored  within one hundred  eighty  (180)
                  days,  the  Landlord  may,  at its  option,  restore  the same
                  (excluding  fixtures  and  improvements  owned by Tenant) with
                  reasonable  promptness,  reserving the right to enter upon the
                  Demised Premises for that purpose.  The Landlord also reserves
                  the  right  to  enter  upon  the  Demised  Premises   whenever
                  necessary to repair damage caused by fire or other casualty to
                  the  Building  of which the Demised  Premises is a part,  even
                  though  the  effect  of such  entry to be render  the  Demised
                  Premises or a part thereof  untenantable.  In either event the
                  rent shall be  apportioned  and suspended  during the time the
                  Landlord is in possession,  taking into account the portion of
                  the Demised Premises  rendered  untentantable and the duration
                  of the  Landlord's  possession.  If a dispute arises as to the
                  amount of rent due under this clause, Tenant agrees to pay the
                  full amount  claimed by Landlord so long as Landlord is acting
                  in good  faith.  Tenant  shall,  however,  have  the  right to
                  proceed by law to recover the excess payment, if any.

         c.       Waiver of Damages During Repair.  Landlord shall not be liable
                  for  any   damages,   compensation   or  claim  by  reason  of
                  inconvenience,  annoyance,  injury or loss  resulting from the
                  termination


                                       14
<PAGE>


                  of this  Lease by reason  of the  destruction  of the  Demised
                  Premises, from the making of repairs,  alterations,  additions
                  or  improvements to any portion of the Demised  Premises,  the
                  Building or the facilities  thereof,  from any of the services
                  or  facilities  supplied by  Landlord,  or from the leaking of
                  rain, snow, water,  steam or gas into, in or about the Demised
                  Premises or the  Building  of which the Demised  Premises is a
                  part.

         d.       Mortgage  Acceleration.  In the event that  Landlord  does not
                  notify Tenant that,  in the  Landlord's  judgment,  the damage
                  cannot be repaired  within one hundred and eighty  (180) days,
                  or in the  event  that  Landlord  fails to  notify  Tenant  if
                  Landlord  exercises  its election to repair the damage  within
                  one  hundred  twenty  (120) days,  then Tenant  shall have the
                  right to give  notice  to  Landlord  after the  expiration  of
                  thirty (30) days from the date of damage, that unless Landlord
                  advises  Tenant  within  ten (10) days  after  receipt of such
                  notice that  Landlord  intends to  complete  the repair of the
                  damage to the Demised  Premises  within one hundred and eighty
                  (180)  days  from the date of the  damage,  it shall be deemed
                  conclusive  that  Landlord  has elected  not to complete  said
                  repairs,  and the  Tenant  may elect to  terminate  the Lease,
                  commencing  the 11th day after such notice,  at any time prior
                  to the  receipt of notice  from  Landlord  of its  election to
                  repair the damage to the Demised Premises. Notwithstanding the
                  fact that Landlord may have given notice of election to repair
                  the Demised  Premises  within said thirty (30) day period,  if
                  the mortgagee chooses to accelerate the mortgage due to damage
                  by fire or  other  casualty  to the  Demised  Premises  or the
                  Building  of which the Demised  Premises  is a part,  Landlord
                  shall have the right  rescind  and/or  cancel said election to
                  repair  and shall  have the  right to elect not to repair  the
                  damage to the Demised  Premises  or the  Building of which the
                  Demised  Premises is a part,  provided  said  notification  of
                  election not to repair is given to Tenant  within  thirty (30)
                  days after date of the receipt of said notice of acceleration.

         e.       In the event that Landlord has given notice that it intends to
                  restore or repair the Demised  Premises within one hundred and
                  eighty (180) days and Landlord has caused  substantial work to
                  be performed  with respect to said  restoration or repairs but
                  has not completed  the same within one hundred and  sixty-five
                  (165) days,  Landlord  shall be entitled to extend the time to
                  two hundred  and ten (210) days from the date of the  casualty
                  by giving  Tenant  written  notice at least  one  hundred  and
                  sixty-five  (165) days from the date of the  casualty  that it
                  requires  the  extra  thirty  (30) days to  complete  the said
                  restoration or repairs.

         26. DEFAULT AND REMEDIES.
         -------------------------

         a.       Events of Default.  The occurrence of any one of the following
                  shall  constitute an "Event of Default"  under this Lease,  if
                  the Tenant:

                  1.       does  not pay  within  five (5)  days  after  written
                           notice (without any set off or deduction) any and all
                           installments  of rent  and/or  any  other  charge  or
                           payment herein  reserved,  included,  or agreed to be
                           treated  or  collected  as rent  and/or  any  charge,
                           expense,  or  cost  herein  agreed  to be paid by the
                           Tenant; or

                  2.       violates  or fails to perform or  otherwise  breaches
                           any covenant or  agreement  herein  contained,  other
                           than  for  the  payment  of  money  as  specified  in
                           subparagraph (a)(1) hereof, or as otherwise specified
                           in subparagraphs  (3) through (9) hereof and fails to
                           cure the same within  thirty (30) days after  receipt
                           of written notice thereof by Landlord (or such longer
                           period as is reasonably  required to correct any such
                           default,   provided  Tenant  promptly  commences  and
                           diligently continues to effectuate a cure);  provided
                           that  if  such   violation   of  or  failure  is  not
                           susceptible  to being cured or  corrected  within the
                           aforesaid  thirty  (30) day  period,  then if  Tenant
                           shall have  commenced  such cure within the aforesaid
                           thirty


                                       15
<PAGE>


                           (30) day period and Tenant diligently prosecutes same
                           until  completion,  Tenant  may have such  additional
                           time as Tenant may require to complete such cure; or

                  3.       Intentionally Deleted.

                  4.       files a petition  under Title II, United States Code,
                           Bankruptcy,   as  now   or   hereafter   amended   or
                           supplemented,  whether  under  Chapter 7, 11 or 13 of
                           the aforesaid  Bankruptcy  Code, or has filed against
                           Tenant such a petition and the same is not  dismissed
                           within sixty (60) days;

                  5.       commences or has  commenced  against it any action or
                           proceeding   under  state  or  federal  law  for  the
                           dissolution   or   liquidation   of  the   Tenant  in
                           connection  with bankruptcy or other  insolvency,  or
                           for the  appointment  of a receiver or trustee of all
                           or  substantially  all of the property of the Tenant;
                           and if filed against Tenant, the action proceeding is
                           not eliminated within sixty (60) days; or

                  6.       has possession of property of the Tenant taken by any
                           governmental  officer  or  agency  so as  to  exclude
                           Tenant  from  control  thereof,  or by  any  trustee,
                           guardian or other  appointee  pursuant  to  statutory
                           authority   for  the   dissolution,   rehabilitation,
                           reorganization  or liquidation of the Tenant or makes
                           an assignment for the benefit of creditors; or

                  7.       has a substantial portion of its property levied upon
                           by any Sheriff,  Marshall or constable, and said levy
                           is not dismissed within ten (10) days; or

                  8.       Intentionally Deleted.

         Then and in any of said events, there shall be deemed to be an Event of
Default of this Lease.

         b.       Remedies. Upon an Event of Default as aforesaid,  Landlord, in
                  addition to all other rights and  remedies  available to it by
                  law or equity or by any other  provisions  hereof,  may at any
                  time thereafter:

                  1.       Acceleration.  Declare  to  be  immediately  due  and
                           payable,  on  account  of the rent and other  charges
                           herein  reserved  for the balance of the Demised Term
                           of this Lease,  a sum equal to the  Accelerated  Rent
                           Component (as hereinafter defined),  and Tenant shall
                           remain liable to Landlord as hereinafter provided.

                  2.       Accelerated Rent Component.  For purposes hereof, the
                           Accelerated  Rent Component  shall mean the aggregate
                           of:

                           i.       all rent, additional rent and other charges,
                                    payments, costs and expenses due from Tenant
                                    to  Landlord  and in  arrears at the time of
                                    the  election  of  Landlord  to recover  the
                                    Accelerated Rent Component;

                           ii.      the  rent   reserved  for  the  then  entire
                                    unexpired balance of the term of this Lease,
                                    plus all additional  rent and other charges,
                                    payments,  costs and expenses  herein agreed
                                    to be paid by  Tenant  up to the end of said
                                    term  which  shall  be  capable  of  precise
                                    determination  at  the  time  of  Landlord's
                                    election  to recover  the  Accelerated  Rent
                                    Component,  discounted  to present  value at
                                    four  percent  (4%) below the then  existing
                                    prime rate of Citibank  of New York  (Bank).
                                    No estimate of any


                                       16
<PAGE>


                                    component  of  additional   rent  to  accrue
                                    pursuant to the provisions of Paragraph 9 of
                                    this  Lease  shall be less  than the  amount
                                    which  would be due if each  such  component
                                    continued  at the  highest  monthly  rate or
                                    amount  in effect  during  the  twelve  (12)
                                    months immediately preceding the default.

                  3.       Termination.  Terminate  this Lease on at least seven
                           (7) days' notice to Tenant and, on the date specified
                           in said  notice,  this Lease and the Demised Term and
                           all  rights  of Tenant  hereunder  shall  expire  and
                           terminate  and  Tenant  shall   thereupon   quit  and
                           surrender  possession  of  the  Demised  Premises  to
                           Landlord in the condition  elsewhere  herein required
                           and Tenant  shall  remain  liable to Landlord for any
                           obligation  or  provision  which  shall  survive  the
                           termination of this Lease. If Landlord had previously
                           elected to accelerate rent under subparagraph  (a)(1)
                           hereof,  but has not received complete payment of the
                           Accelerated  Rent  Component,  Landlord may terminate
                           the  Lease  for  any  current  month  for  which  the
                           applicable  Accelerated  Rent  Component has not been
                           paid.

                  4.       Re-entry. Landlord may, without further notice, enter
                           upon and repossess the Demised  Premises,  by summary
                           proceedings,   ejectment   or   otherwise,   and  may
                           dispossess  Tenant  and  remove  Tenant and all other
                           persons and  property  from the Demised  Premises and
                           may have, hold and enjoy the Demised Premises and the
                           rents and profits therefrom. Landlord may, in its own
                           name, as agent for Tenant, if this Lease has not been
                           terminated,  or in its own behalf,  if this Lease has
                           been  terminated,  relet the Demised  Premises or any
                           part  thereof  for such term or terms  (which  may be
                           greater or less than the period which would otherwise
                           have  constituted  the  balance  of the  term of this
                           Lease) and on such  conditions and provisions  (which
                           may include  concessions or free rent) as Landlord in
                           its sole  discretion may determine.  Landlord may, in
                           connection with any such reletting, cause the Demised
                           Premises  to  be   redecorated,   altered,   divided,
                           consolidated with other space or otherwise changed or
                           prepared for reletting.  No reletting shall be deemed
                           a surrender and acceptance of the Demised Premises.

                  5.       Damages.  As a cumulative and  alternative  remedy of
                           Landlord in the event of termination of this Lease by
                           Landlord  following  any breach or default by Tenant,
                           Landlord, at its option, shall be entitled to recover
                           damages   for  such  breach  from  the  date  of  the
                           termination  in an  amount  equal to the  Accelerated
                           Rent   Component   for  the   balance  of  the  term,
                           determined  without regard to the early  termination,
                           less the fair rental  value of the  Demised  Premises
                           from the remainder of the original term of the Lease,
                           discounted  to  present  value at four  percent  (4%)
                           below the then existing  Prime Rate of Bank, and such
                           damages shall be payable by Tenant upon demand.

         c.       Continuing  Liability.  Tenant  shall,  with  respect  to  all
                  periods  of time up to and  including  the  expiration  of the
                  Demised Term or other termination of this Lease, remain liable
                  to Landlord for the Annual Net Rent,  Additional  Rent and all
                  other  charges  payable  under  this  Lease.  Tenant  shall be
                  entitled to a credit for any portion of the  Accelerated  Rent
                  Component  paid by Tenant to  Landlord.  In the event that the
                  property  has been relet or sublet by Tenant or  Landlord  for
                  the benefit of Tenant, including, without limitation, pursuant
                  to subparagraph  (b)(4) above,  and the rent therefor shall be
                  paid directly to Landlord by said new tenant or sublet tenant,
                  Tenant shall be entitled to a credit  against the rent and all
                  other  charges  paid or  payable  under this Lease for the net
                  proceeds  received by Landlord  after  deduction  of all costs
                  payable  by  Landlord   incidental   to  such   reletting   or
                  subletting. If it shall be determined at the expiration of the
                  Demised Term of this Lease that a credit is due Tenant because
                  the net proceeds of reletting as  aforesaid,  plus the amounts
                  paid to Landlord by Tenant by  Accelerated  Rent  Component or
                  otherwise,  exceed  the  aggregate  of rent and other  charges
                  accrued in favor of Landlord to the end of said Demised  Term,
                  Landlord shall refund such excess to Tenant, without interest,
                  promptly after such  determination,  after written  request by
                  Tenant.


                                       17
<PAGE>


         d.       No Duty to Relet. In no event shall Landlord be responsible or
                  liable for any  failure to relet the  Demised  Premises or any
                  part thereof,  or for any failure to collect any rent due upon
                  a reletting.

         e.       Bankruptcy.  Nothing  contained  in this Lease  shall limit or
                  prejudice  the  right of  Landlord  to prove or and  obtain as
                  damages  incident  to a  termination  of  this  Lease,  in any
                  bankruptcy,  reorganization  or other court  proceedings,  the
                  maximum amount allowed by any statute or rule of law in effect
                  when such damages are to be proved.

         f.       Waiver of Defects. Tenant hereby waives all errors and defects
                  of a procedural  nature except as to notice in any proceedings
                  brought  against  it by  Landlord  under  this  Lease.  Tenant
                  further  waives  the  right to any  notices  to quit as may be
                  specified in the Landlord and Tenant Act of Pennsylvania,  Act
                  of April 6, 1951,  as amended in 1995,  and agrees  that seven
                  (7) days notice shall be sufficient in any case where a longer
                  period may be statutorily specified.

         g.       Further  Remedies of Landlord.  In the event of any default as
                  above set forth in this  Paragraph,  the  Landlord,  or anyone
                  acting on Landlord's behalf, at Landlord's option:

                  1.       May have an exercise any and all other rights  and/or
                           remedies, granted or allowed landlords by existing or
                           future Statute, Act of Assembly, or other law of this
                           state  in cases  where a  landlord  seeks to  enforce
                           rights  arising  under a lease  agreement  against  a
                           tenant who has  defaulted or  otherwise  breached the
                           terms of such lease agreement; and

                  2.       May have and  exercise  any and all other  rights and
                           remedies  contained  in  this  Lease,  including  the
                           rights and remedies provided by Paragraphs 28 hereof.

         27. CONFESSION OF JUDGMENT. - Intentionally deleted.
         ----------------------------------------------------

         28. CONFESSION OF JUDGMENT FOR EJECTMENT.
         -----------------------------------------

         Tenant  covenants  and agrees  that if this Lease  shall be  terminated
(either because of condition broken during the Demised Term of this Lease or any
renewal  or  extension  thereof  and/or  when the  term  hereby  created  or any
extension  thereof shall have expired) then, and in that event,  Landlord or its
assignee  may cause a judgment in  ejectment  to be entered  against  Tenant for
possession  of  the  Demised  Premises,  and  for  that  purpose  Tenant  hereby
authorizes and empowers any  Prothonotary,  Clerk of Court or Attorney of Record
to appear for Tenant and to confess  judgment  against  Tenant in Ejectment  for
possession  of the herein  Demised  Premises,  and agrees  that  Landlord or its
assignee may commence an action pursuant to Pennsylvania  Rules of Procedure for
the entry of an order in Ejectment  for the  possession  of real  property,  and
Tenant  further  agrees  that a Writ of  Possession  pursuant  thereto may issue
forthwith, for which authorization to confess judgment and for the issuance of a
writ or writs of possession pursuant thereto,  this Lease, or a true and correct
copy thereof, shall be sufficient warrant.  Tenant further covenants and agrees,
that if for any reason  whatsoever,  after said action shall have  commenced the
action shall be terminated  and the possession of the Demised  Premises  demised
hereunder  shall  remain in or be restored to Tenant,  Landlord or its  assignee
shall  have the right  upon any  subsequent  default  or  defaults,  or upon the
termination of this Lease as above set forth to commence  successive actions for
possession of real  property and to cause the entry of  successive  judgments by
confession  in  Ejectment  for  possession  of  the  Demised   Premises  demised
hereunder.


                                       18
<PAGE>


         29. AFFIDAVIT OF DEFAULT.
         -------------------------

         In any procedure or action for Judgment by Confession for Ejectment for
possession or real property  pursuant to Paragraph 28 hereof,  if Landlord shall
first  cause to be filed in such  action an  affidavit  or averment of the facts
constituting the default or occurrence of the condition precedent, or event, the
happening  of which  default,  occurrence,  or  event  authorizes  and  empowers
Landlord  to cause  the entry of  judgment  by  confession,  such  affidavit  or
averment  shall be  conclusive  evidence of such facts,  defaults,  occurrences,
conditions  precedent,  or events;  and if a true copy of this Lease (and of the
truth of which such affidavit or averment shall be sufficient evidence) be filed
in such procedure or action, it shall not be necessary to file the original as a
Warrant of  Attorney,  any rule or court,  custom,  or practice to the  contrary
notwithstanding.

         30. ENFORCEMENT.
         ----------------

         It is hereby  covenanted  and agreed,  any law,  usage or custom to the
contrary  notwithstanding,  that  Landlord  shall have the right at all times to
enforce the covenants and provisions of this Lease in strict accordance with its
terms notwithstanding any conduct on the part of the Landlord in refraining from
so doing at any time or times; and, further, that the failure of Landlord at any
time or times to enforce its rights under said covenants and provisions strictly
in accordance with the same shall not be construed as having created a waiver or
custom in any way or manner  contrary  to the  specific  terms,  provisions  and
covenants of this Lease or as having in any way or manner modified the same.

         31. RIGHT OF ASSIGNEE OR LANDLORD.
         ----------------------------------

         The right to enter judgment against Tenant by confession and to enforce
all of the other  provisions of this Lease herein provided for may at the option
of any assignee of this Lease,  be  exercised by any assignee of the  Landlord's
right,  title and  interest  in this  Lease in his,  her or their own name,  any
statute, rule of court, custom, or practice to the contrary notwithstanding.

         32. REMEDIES CUMULATIVE.
         ------------------------

         All of the remedies  hereinbefore  given to Landlord and all rights and
remedies  given to it by law and equity shall be cumulative and  concurrent.  No
determination  of this Leas or the taking or recovering of the Demised  Premises
shall deprive Landlord of any of its remedies or actions against Tenant for rent
or sums due at the time or which,  under the terms  hereof,  would in the future
become due as if there has been no  termination;  nor shall the  bringing of any
action for rent or breach of covenant,  or the resort to any other remedy herein
provided  for the  recovery  of rent be  construed  as a waiver  of the right to
obtain possession of the Demised Premises.

         33. MECHANIC'S LIEN.
         --------------------

         a.       Tenant  will not  permit  any  mechanic's  lien or liens to be
                  placed upon the Demised  Premises or the Building of which the
                  Demised  Premises  is a part.  Nothing in this Lease  shall be
                  deemed or construed in any way as constituting  the consent or
                  request of Landlord, express or implied, to any person for the
                  performance of any labor or the furnishing of any materials to
                  all or part of the Demised Premises,  nor as giving Tenant any
                  right,  power,  or  authority  to  contract  for or permit the
                  rendering of any


                                       19
<PAGE>


                  services or the  furnishing  thereof  that would or might give
                  rise to any  mechanic's  or other  liens  against  the Demised
                  Premises or Building of which the Demised Premises is a part.

         b.       If any such lien is claimed  against the  Demised  Premises of
                  Building of which the Demised  Premises  is a part,  then,  in
                  addition  to any other right or remedy of  Landlord,  Landlord
                  may,  but shall not be  obligated  to,  discharge  the same by
                  payment to the claimant o by posting a bond in Court of Common
                  Pleas in accordance  with the rules of court, as Landowner may
                  elect in its sole discretion.  Any amount paid by Landlord for
                  such  purposes  shall be invoiced to Tenant and paid by Tenant
                  to  Landlord  as   additional   rent  at  the  time  the  next
                  installment of rent is due.

         34. CONDEMNATION.
         -----------------

         If at any time during the Demised  Term the  Demised  Premises,  or any
portion thereof, be lawfully condemned or conveyed in lieu of condemnation,  the
Landlord shall be entitled to, and shall receive the award or payment  therefor,
and the Tenant shall assign, and does hereby assign and transfer to the Landlord
such  award  or  payment  as may be made  therefor.  Tenant,  however,  shall be
entitled to make a separate  claim for those  damages made payable  specifically
and solely to a Business  Tenant  under the terms of the eminent  Domain Code of
Pennsylvania,  Act of June 22,  1964,  P.L.  84,  as now or  hereafter  amended,
provided,  however,  any  award to  Tenant  shall  not in any way  diminish  the
Landlord's  award. This Lease shall, as to the part so taken terminate as of the
date title shall vest in the  condemnor,  and rent shall abate in  proportion to
the square feet of the Demised Premises taken or condemned.  If more than thirty
percent (30%) of the Demised  Premises is so taken,  Landlord or Tenant may give
notice of its desire to  terminate  the Lease.  The notice shall be given within
thirty  (30) days  after  the  condemnation  has  occurred  and the Lease  shall
terminate  thirty (30) days after the date of notice given by Landlord or Tenant
to the other.

         35. ESTOPPEL CERTIFICATE.
         -------------------------

         a.       Execution.  At any  time,  and  from  time to  time,  upon the
                  written  request of Landlord or any  mortgagee,  Tenant within
                  twenty (20) days of the date of such written request agrees to
                  execute and deliver to Landlord and/or such mortgagee, without
                  charge  and in  form  satisfactory  to  Landlord  and/or  such
                  mortgagee,  a written  statement (1) ratifying this Lease; (2)
                  confirming the commencement and expiration date of the Demised
                  Term of this  Lease and the Annual  Net  Rental  rate  payable
                  during the  Demised  Term;  (3)  certifying  that Tenant is in
                  occupancy  of the Demised  Premises,  and that the Lease is in
                  full  force and effect  and has not been  modified,  assigned,
                  supplemented  or amended  except by such  writings as shall be
                  stated;  (4)  certifying  that all  conditions  and agreements
                  under this Lease to be satisfied or performed by Landlord have
                  been  satisfied and performed  except as shall be stated;  (5)
                  certifying  that  there is no default  by  Landlord  or Tenant
                  under the Lease and there are no defenses  or offsets  against
                  the  enforcement  of this Lease by  Landlord  or  stating  the
                  defaults and/or defenses  claimed by Tenant;  (6) reciting the
                  amount of advance rent, if any, paid by Tenant and the date to
                  which such rent has been paid and,  if  requested  by Landlord
                  and/or  Mortgagee,  agreeing that Tenant shall not pay rent to
                  Landlord  more than thirty (30) days in advance;  (7) reciting
                  the amount of security  deposited with  Landlord,  if any; (8)
                  certifying that Tenant has no option or right of first refusal
                  to  purchase  the  Demised  Premises  or option to extend  the
                  Demised Term of the Lease  (unless  specifically  set forth to
                  the  contrary  in the  Lease);  (9) if  requested  by Landlord
                  and/or Mortgagee, agreeing that the Lease will not be modified
                  without  the prior  written  consent  of the  Mortgagee;  (10)
                  certifying  that Tenant will not  generate,  store,  handle or
                  otherwise deal with any amount of any hazardous  substances or
                  hazardous  waste (as defined in federal,  state and local law)
                  in or about the


                                       20
<PAGE>


                  Demised  Premises,  in  excess of those  levels or  quantities
                  specified for regulatory purposes; (11) agreeing, if requested
                  by Mortgagee, that Tenant will give such Mortgagee such notice
                  of any default by Landlord and reasonable  opportunity to cure
                  such  default,  not in excess of thirty (30) days,  unless the
                  default  cannot be cured within said time,  before  exercising
                  Tenant's   remedies  under  the  Lease;  and  (12)  any  other
                  information which Landlord or the mortgagee shall require.

         b.       Failure  to  Execute.   The  failure  of  Tenant  to  execute,
                  acknowledge  and  deliver to Landlord  and/or any  mortgagee a
                  statement in accordance  with the provisions of this Paragraph
                  within  the said  twenty  (20)  day  period  shall  constitute
                  acknowledgement  by Tenant  which  may be  relied  upon by any
                  person holding or intending to acquire any interest whatsoever
                  in the Demised Premises that this Lease has not been assigned,
                  amended, changed, or modified, is in full force and effect and
                  that the minimum annual and additional rent have been duly and
                  fully  paid not beyond the  respective  due dates  immediately
                  preceding the date of the request for such statement and shall
                  constitute  as  to  any  persons  entitled  to  rely  on  such
                  statements a waiver of any defaults by Landlord or defenses or
                  offsets  against  the  enforcement  of this Lease by  Landlord
                  which  may  exist  prior to the date of the  written  request.
                  Landlord,  at its  option,  may (1) treat  such  failure  as a
                  deliberate event of default; or (2) execute the certificate on
                  behalf of Tenant for which  purpose  Tenant does hereby  make,
                  constitute   and  appoint   Landlord  or  such   mortgagee  or
                  purchaser,  as the case may be, as  Tenant's  attorney-in-fact
                  and in its time, place and stead to do so. The aforesaid power
                  of attorney is given as security  coupled with an interest and
                  is irrevocable.

         36. SUBORDINATION AND ATTORNMENT.
         ---------------------------------

         Tenant agrees:

         a.       that, except as hereinafter  provided,  this Lease is, and all
                  of Tenant's rights  hereunder are and shall always be, subject
                  and  subordinate to any first  mortgage,  leases of Landlord's
                  property (in sale-leaseback) pursuant to which Landlord has or
                  shall retain the right of possession  of the Demised  Premises
                  or security instruments  (collectively called "Mortgage") that
                  now  exist,  or may  hereafter  be  placed  upon  the  Demised
                  Premises or any part thereof and to all advances made or to be
                  made thereunder and to the interest  thereon and all renewals,
                  replacements,  modifications,  consolidations,  or  extensions
                  thereof; and

         b.       that if the holder of any such  Mortgage  ("Mortgagee")  or if
                  the purchaser at any  foreclosure  sale or at any sale under a
                  power  of sale  contained  in any  Mortgage  shall at its sole
                  option to request,  Tenant will attorn to, and recognize  such
                  mortgagee or purchaser,  as the case may be, as Landlord under
                  this Lease for the balance then  remaining of the term of this
                  Lease, subject to all terms of this Lease; and

         c.       that the aforesaid  provisions shall be self-operative  and no
                  further  instrument  or  document  shall be  necessary  unless
                  required by any such  mortgagee or purchaser.  Notwithstanding
                  anything to the contrary set forth above, mortgagee may at any
                  time subordinate its mortgage to this Lease,  without Tenant's
                  consent,  by notice in writing to Tenant,  and thereupon  this
                  Lease shall be deemed prior to such mortgage without regard to
                  their respective dates of execution, delivery and/or recording
                  and in that event such  mortgagee  shall have the same  rights
                  with  respect  to this  Lease as  though  this  Lease had been
                  executed  and a  memorandum  thereof  recorded  prior  to  the
                  execution,  delivery  and  recording  of the  mortgage  and as
                  though this Lease had been assigned to such mortgagee.  Should
                  Landlord or any mortgagee or purchaser desire  confirmation of
                  either such subordination or such attornment, as the case


                                       21
<PAGE>


                  may be, Tenant,  upon written request,  and from time to time,
                  will   execute  and  deliver   without   change  and  in  form
                  satisfactory  to Landlord and the  mortgagee or the  purchaser
                  all  instruments  and/or  documents  that may be  requested to
                  acknowledge such subordination  and/or agreement to attorn, in
                  recordable form.

         37. QUIET ENJOYMENT; EVICTION BY FORECLOSURE.
         ---------------------------------------------

         Tenant,  on paying the rent reserved,  and performing all the covenants
and conditions hereof, shall at all times during the Demised Term, peaceably and
quietly have, hold and enjoy the Demised Premises;  provided,  however,  that no
eviction  of the  Tenant by reason of the  foreclosure  of any  mortgage  now or
hereafter  on the  Demised  Premises  shall be  construed  as a  breach  of this
covenant,  nor  shall any  action  by reason  thereof  be  brought  against  the
Landlord;  and provided  further,  that no eviction of the Tenant for any reason
whatever,  after  the  Landlord  shall  have  conveyed  the  fee of the  Demised
Premises,  shall  be  construed  as a breach  of this  covenant  by the  present
Landlord, and no action therefore shall be brought against the present Landlord.

         38. NOTICES.
         ------------

         All notices  required to be given shall be by  certified  mail,  return
receipt requested, or by a recognized overnight delivery service.

         TO LANDLORD:               Henderson Birmingham Associates
                                    112 Chesley Drive, Suite 200
                                    Media, PA 19063
                                    Attention: Accounting Department

         TO TENANT:                 I-trax Health Management Solutions
                                    The Birmingham Court Building
                                    130 - 140 Hillman Drive
                                    Chadds Ford Business Campus
                                    Chadds Ford, PA 19317

                                    Attention: Chief Financial Officer

         Such  addresses  may be  changed  from time to time by either  party by
serving  notices as  provided.  Notice  shall be deemed given two (2) days after
postmarked  in the case of the U.S. Mail or upon delivery or refusal of delivery
in the case of a recognized overnight delivery service.

         39. LEASE CONTAINS ALL AGREEMENTS.
         ----------------------------------

         It is expressly understood and agreed by and between the parties hereto
that this  Lease sets  forth all the  promises,  agreements  and  conditions  or
understandings  between Landlord or his Agent and Tenant relative to the Demised
Premises,   and  that  there  are  no  promises,   agreements,   conditions   or
understandings,  either oral or written,  between them other than are herein set
forth.  It is further  understood  and agreed that,  except as herein  otherwise
provided, no subsequent alteration,  amendment, change or addition to this Lease
shall be binding upon Landlord or Tenant unless reduced to writing and signed by
them.


                                       22
<PAGE>


         40. HEIRS AND ASSIGNEES.
         ------------------------

         All rights  and  liabilities  herein  given to, or  imposed  upon,  the
respective  parties  hereto shall extend to and bind the several and  respective
heirs, executors, administrators, successors and assigns of said parties; and if
there  shall be more  than one  Tenant,  they  shall  all be bound  jointly  and
severally by the terms,  covenants and agreements  herein, and the word "Tenant"
shall be deemed and taken to mean each and every person or party  mentioned as a
Tenant  herein,  be the same one or more;  and if there  shall be more  than one
Tenant, any notice required or permitted by the terms of this Lease may be given
by or to any one  thereof,  and shall have the same force and effect as if given
by or to all thereof. The words "his" and "him" wherever stated herein, shall be
deemed to refer to the "Landlord" or "Tenant" whether such Landlord or Tenant be
singular or plural and irrespective of gender. No rights,  however,  shall inure
to the benefit of any assignee of Tenant unless the  assignment to such assignee
has been approved by Landlord in writing as aforesaid.

         41. LATE PAYMENT.
         -----------------

         In the event that any payment of Annual Net Rent or Additional  Rent or
any other  charge  required to be paid by Tenant  under the  provisions  of this
Lease,  shall not be paid within ten (10) days of the due date, Tenant shall pay
to Landlord a late charge of five  percent  (5%) of such past due  payment;  and
such late charge shall be deemed "Rent" for all purposes under this Lease.

         42. HEADINGS NO PART OF LEASE.
         ------------------------------

         Any  headings   preceding  the  text  of  the  several  Paragraphs  and
subparagraphs  hereof are inserted solely for convenience of reference and shall
not  constitute  a part of  this  Lease  nor  shall  they  affect  its  meaning,
construction or effect.

         43. SEVERABILITY.
         -----------------

         If a provision of this Lease  Agreement is held  invalid,  it is hereby
agreed that all valid  provisions that are severable from the invalid  provision
remain in effect.  If a provision in this Lease Agreement is held invalid in one
or more of its  applications,  the  provision  remains  in  effect  in all valid
applications.

         44. LIABILITY OF LANDLORD.
         --------------------------

         The liability of Landlord  hereunder  and all of its partners,  if any,
whether general or limited, shall be limited to Landlord's estate or other title
or interest  in the  Building  of which the  Demised  Premises is a part.  It is
further covenanted and agreed by the parties hereto that in no case and under no
circumstances shall the Landlord be liable for any consequential damage.

         45. RECORDING OF LEASE.
         -----------------------

         Tenant shall not record this Lease.  If Tenant  violates this covenant,
Tenant hereby irrevocably  authorizes,  empowers and designates  Landlord as its
lawful attorney for the purpose of having said Lease marked satisfied of record.

         46. BROKERS.
         ------------


                                       23
<PAGE>

         Tenant and  Landlord  represent  and warrant to each other that neither
it,  its  officers,  agents,  nor  anyone on its  behalf has dealt with any real
estate  broker in the  negotiation  or making of this  Lease.  Tenant  agrees to
indemnify  and hold  Landlord  harmless  from the  claim or  claims of any other
broker or brokers  (including,  without  limitation,  Tenant)  claiming  to have
interested  in Tenant in the  Building  or Demised  Premises or claiming to have
caused  Tenant to enter into this Lease.  Landlord  agrees to indemnify and hold
Tenant  harmless  from the claim or claims of any broker or brokers  (including,
without limitation, Landlord) claiming to have interested Tenant in the Building
or Demised Premises or claiming to have cause Tenant to enter into this Lease.

         47. TERMINATION OF LEASE. - Intentionally deleted.
         --------------------------------------------------

         48. HOLDOVER.
         -------------

         Should  Tenant  continue  to occupy the  Demised  Premises  after:  (i)
expiration of the Demised Term or any renewals  thereof or (ii)  cancellation or
forfeiture of this Lease in accordance with its terms, such tenancy ("Holdover")
shall (without limitation on any Landlord's rights or remedies therefore) be one
at  sufferance  from month to month at a minimum  monthly rent equal to: one and
one-half  times the Annual  Net Rent  payable  for the last  month  prior to the
Holdover,  plus additional rent as set forth in Paragraph 10 ("Holdover  Rent").
Notwithstanding the foregoing,  if on or after the date such Holdover commences,
Landlord provides Tenant with written notice to quit the Demised  Premises,  and
that notice  states the  Landlord has executed a lease with a third party tenant
for possession of the Demised Premises, and if Tenant fails or refuses to vacate
the Demised  Premises for a period of thirty (30) days after the notice to quit,
and as a consequence  thereof,  the third party tenant  terminates its lease for
the Demised Premises,  then, in addition to the Holdover Rent, Landlord shall be
entitled  to  recover  from  Tenant  any  damages  it  has  suffered,  including
consequential  damages  resulting from the Tenant's failure or refusal to vacate
the Demised Premises timely.

         49. LANDLORD'S ENVIRONMENTAL CLAUSE.
         ------------------------------------

         a.       Tenant shall not (either with or without  negligence) cause or
                  permit the escape,  disposal or release of any biologically or
                  chemically active or other hazardous  substances or materials.
                  Tenant  shall not allow the storage or use of such  substances
                  or  materials  in any manner not  sanctioned  by law or by the
                  highest  standards  prevailing in the industry for the storage
                  and  use of  such  substances  except  to use in the  ordinary
                  course  of  Tenant's  business,  and then only  after  written
                  notice is given to Landlord of the identity of such substances
                  or materials.  Without  limitation,  hazardous  substances and
                  materials shall include those  described in the  Comprehensive
                  Environmental  Response,  Compensation  and  Liability  Act of
                  1980,  as  amended,  42  U.S.C.  Section  9601 et.  Seq.,  any
                  applicable  state or local  laws and the  regulations  adopted
                  under these acts. If any lender or  governmental  agency shall
                  ever  require  testing to  ascertain  whether or not there has
                  been any release of hazardous  materials,  then the reasonable
                  costs  thereof  shall be reimbursed by Tenant to Landlord upon
                  demand as additional  charges if such  requirement  applies to
                  the  Demised  Premises.  In  addition,  Tenant  shall  execute
                  affidavits,  representations and the like from time to time at
                  Landlord's  request  concerning  Tenant's  best  knowledge and
                  belief   regarding  the  release  or  discharge  of  hazardous
                  substances  or  materials  onto or from the  Demised  Premises
                  during the Demised  Term of the Lease.  In all events,  Tenant
                  shall indemnify  Landlord in the manner elsewhere  provided in
                  this Lease  from any  release of  hazardous  materials  on the
                  Demised Premises occurring while Tenant is in


                                       24
<PAGE>


                  possession, or elsewhere if caused by Tenant or persons acting
                  under  Tenant.   The  within   covenants   shall  survive  the
                  expiration or earlier termination of the Demised Term.

         b.       Tenant  shall  conduct  all of its  operations  at the Demised
                  Premises  in  compliance  with all  federal,  state  and local
                  statutes,  including,  but not  limited  to the  Comprehensive
                  Environmental  Response,  Compensation,  and Liability Act, 42
                  U.S.C.  Section  9601 et.  seq.,  as amended by the  Superfund
                  Amendments and Reauthorization Act of 1986, Pub. L. No. 99-49,
                  100 Stat.  1613 (October 17, 1986)  ("CERCLA");  the Resources
                  Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seq.
                  ("RCRA");  the Pennsylvania Solid Waste Management Act, 35 Pa.
                  C.S. Section 6018.101 et. seq.; the Pennsylvania Clean Streams
                  Law, 35 Pa. C.S.  Section 691.1 et. seq.; and the Pennsylvania
                  Hazardous  Sites  Cleanup  Act,  Act 108 of 1988,  35 Pa. C.S.
                  Section  6020.101  et. seq.  ("Pennsylvania  Superfund"),  the
                  Clean Air Act, 42 U.S. C. Section 7401 et. seq., as amended by
                  the Clean air Act  Amendments of 1990, the Clean Water Act, 33
                  U.S. C.  Section 1251 et. seq.,  and all  applicable  federal,
                  state and local  statutes  related to the  environment  now or
                  hereafter enacted and any additions and amendments thereto and
                  regulations  enacted  thereunder,   ordinances,   regulations,
                  orders and  requirements  of common  law,  regarding,  but not
                  limited  to,  (i)  discharges  to the air,  soil,  surface  or
                  groundwater; and (ii) handling,  utilizing, storage, treatment
                  or disposal of any hazardous substances or toxic substances as
                  defined  therein  ("Environmental  Statutes").   Tenant  shall
                  obtain all permits,  licenses or approvals  and shall make all
                  notifications  and  registrations  required  by  Environmental
                  Statutes  and shall  submit to  Landlord,  upon  request,  for
                  inspecting  and  copying  all  documents,  permits,  licenses,
                  approvals,  manifests  and records  required  to be  submitted
                  and/or  maintained  by the  provisions  of  the  Environmental
                  Statutes.  Tenant shall also provide promptly to Lessor copies
                  of any correspondence,  notice of violation,  summons,  order,
                  complaint or other document  received by Tenant  pertaining to
                  compliance with Environmental Statutes.

         c.       Tenant shall not install at the Demised Premises any temporary
                  or permanent  tanks for the storage of any liquid or gas above
                  or  below  ground  except  as in  compliance  with  the  other
                  provisions  of this  Paragraph  and  after  obtaining  written
                  permission to do so from Landlord.

         d.       If,  because  of the  manner  in  which  Tenant  operates  its
                  business,  the  Landlord,  Landlord's  mortgage  lender  or  a
                  governmental  agency shall require testing by an environmental
                  testing entity of its choice,  to ascertain  whether there has
                  been a release of Hazardous  Materials by Tenant,  its agents,
                  servants,  employees  or business  invitees,  in or around the
                  Demised  Premises,  the reasonable costs of such testing shall
                  be reimbursed by Tenant to Landlord as Additional Rent.

         e.       Tenant  hereby  agrees  to  indemnify  Landlord  and  to  hold
                  Landlord  harmless  of, from and against any and all  expense,
                  loss,  cost,  fines,  penalties,  loss of value  or  liability
                  suffered by  Landlord  by reason of Tenant's  breach of any of
                  the provisions of this Paragraph.

         f.       The provisions of this Paragraph shall survive the termination
                  of Tenant's tenancy or of this Lease.

         50. AMERICANS WITH DISABILITIES ACT OBLIGATIONS.
         ------------------------------------------------

         Landlord  and Tenant  agree  that the  obligations  to comply  with the
provisions of the Americans With  Disabilities  Act and the  regulations  issued
pursuant thereto (collectively the "ADA") are as follows:

                  1.       Landlord  represents  that the  Building  and Demised
                           Premises of which it is a


                                       25
<PAGE>


                           part had been completed prior to January 26, 1992.

                  2.       Landlord  agrees to deliver the  Demised  Premises to
                           Tenant  in a  condition  that is  compliant  with the
                           provisions of the ADA.  Thereafter,  Tenant agrees to
                           be responsible for compliance of the Demised Premises
                           with the provisions of the ADA, including the removal
                           of the barriers,  ensuring access to areas of primary
                           function,  providing  auxiliary  aids and services to
                           persons  with  disabilities   which  are  needed  for
                           effective  communications  or for effective  use, and
                           compliance with other non-discriminatory requirements
                           of the  provisions  of the  ADA.  In the  event  that
                           Tenant desires to improve, alter or amend the Demised
                           Premises so as to comply with the  provisions  of the
                           ADA,  Tenant  shall so  advise  Landlord  in  seeking
                           Landlord's   approval   and   consent  to  make  such
                           improvements,   alterations   or  amendments  to  the
                           Demised Premises.

         Tenant  agrees to  indemnify  and hold the Landlord  harmless  from and
against any and all liabilities, costs, expenses, fines and penalties, including
reasonable  attorney's  fees, that may be asserted against  Landlord,  including
injury or death to persons and damages to property,  and the cost of  compliance
with the provisions of the ADA,  arising out of Tenant's  failure to comply with
its obligations under this Paragraph.

                  3.       Landlord shall be  responsible  for the compliance of
                           the parking lot,  entrance to the Building and of the
                           common areas the provisions of ADA.

                  4.       Landlord  represents  and  warrants  that the  Common
                           Areas  of  the  Building  and  the  restrooms  in the
                           Demised Premises shall be in full compliance with all
                           requirements  of  the  ADA  and  of  all  regulations
                           promulgated   thereunder   applicable   to   "private
                           accommodations"    occurring   on   or   before   the
                           Commencement Date. During the Term, Landlord shall be
                           solely   responsible   for  complying  at  Landlord's
                           expense with all  requirements  of the ADA  requiring
                           any  modifications or improvements  within any of the
                           Common Areas of the  Building  and Landlord  shall be
                           liable for, and shall  indemnify  Tenant and Tenant's
                           officers,  employees and agents  against,  any fines,
                           attorneys'  fees,  court  costs  and  other  expenses
                           relating to violations  or alleged  violations of the
                           ADA due to  Landlord's  failure to have made any such
                           modifications or improvements outlined herein, all of
                           the costs of which shall be borne  solely by Landlord
                           and shall not be included in Operating Expenses under
                           this  Lease.   Tenant   shall  be   responsible   for
                           compliance  with all  requirements  of the ADA within
                           the Demised Premises,  exclusive of the Common Areas,
                           and,  if any use of the  Demised  Premises  by Tenant
                           causes the provisions of the ADA  respecting  "public
                           accommodations"  to  be  applicable  to  the  Demised
                           Premises, the Building or the Campus, Tenant shall be
                           responsible  for  compliance  therewith,  at Tenant's
                           sole  expense,  and  Tenant  shall be liable  for and
                           shall  indemnify  Landlord and  Landlord's  officers,
                           employees,  corporate  affiliates and agents against,
                           any fines,  reasonable  attorneys'  fees, court costs
                           and other expenses  relating to violations or alleged
                           violations of the ADA due to Tenant's failure to have
                           made any such  modifications and improvements  within
                           the Demised Premises.

         51. LANDLORD'S DEFAULT.
         -----------------------

         In the event that Landlord fails to perform its obligations  under this
Lease,  Tenant may give Landlord written notice of such failure setting forth in
reasonable  detail  the nature  and  extent of such  failure.  In the event that
Landlord  fails to  commence  to cure  such  failure  within  thirty  (30)  days
following  receipt of  Tenant's  notice  thereof  (or such  longer  period as is
reasonably  required to correct any such  default,  provided  Landlord  promptly
commences and diligently continues to effectuate a cure);  provided that if such
violation of or failure is not  susceptible  to being cured or corrected  within
the aforesaid thirty (30) day period, then if Landlord shall have commenced such
cure  within  the  aforesaid  thirty  (30) day period  and


                                       26
<PAGE>


Landlord  diligently  prosecutes same until  completion,  Landlord may have such
additional  time as Landlord may require to complete such cure,  plus any period
during which  Landlord is  precluded  from  commencement  of cure due to a force
majeure  event or, if having  commenced  to cure  within such  period,  Landlord
thereafter fails to continuously and diligently  pursue such cure to completion,
Landlord  shall be in default and Tenant shall  thereafter be entitled to pursue
all remedies available to it at law or in equity pertaining to such default.

         52. ROOF INSTALLATIONS.
         -----------------------

         Upon notice and accompaniment by Landlord,  Tenant shall have access to
the  roof  of  the  Building,  including  for  purposes  of  installing  thereon
(utilizing  a  non-penetrating   mount)  and  maintaining   satellite  or  other
communications  dishes or antennae  solely for  Tenant's  use, in the event that
such installations are permitted by the local municipality,  Tenant shall not be
charged any  Additional  Rent for such use of the roof.  Prior to performing any
work upon the roof of the Building, Tenant shall obtain Landlord's prior written
consent thereto, which consent shall not be unreasonably  withheld,  conditioned
or delayed. All work performed by Tenant on the roof of the Building shall be at
the sole cost and expense of the Tenant and  undertaken in  compliance  with all
applicable laws, codes,  regulations and other legal  requirements and shall not
damage or impair the waterproof  membrane covering the roof. Landlord shall have
sole  discretion in making  decisions  with respect to the location of said roof
installation(s)   and  shall   accompany   Tenant  or  its   agents,   servants,
subcontractors, or employees with respect to this matter.

         53. PARKING.
         ------------

         Landlord grants to Tenant a non-exclusive  right and license to utilize
the existing  parking lot for the Building on an unreserved basis in common with
all other tenants in the Building.

         54. LANDLORD'S REPAIR AND MAINTENANCE DUTIES.
         ---------------------------------------------

         Except as elsewhere provided in this Lease, during the Demised Term and
any renewal hereof, Landlord shall, at its sole cost and expense (but subject to
Landlord's right to reimbursement for maintenance, operation and repair expenses
constituting Operating Expenses), maintain in first class condition and make all
necessary  repairs,   restorations  and  replacements  to  (i)  the  foundation,
functional and structural portions of the roof system and floors, exterior walls
and interior  structural  elements of the  Building,  and (ii) all  improvements
exclusive of the Building which are located upon the Campus, provided,  however,
that Landlord shall repair, restore or replace at Tenant's expense any damage to
any items  which are  Landlord's  responsibility  to repair,  restore or replace
hereunder in the event that such damage was caused by Tenant or Tenant's agents,
contractors,  employees or  invitees,  and Tenant  agrees to reimburse  Landlord
therefore  within fifteen (15) days following  receipt of Landlord's  reasonably
itemized bill for such expense.

         55. LANDLORD'S COMPLIANCE WITH LAWS.
         ------------------------------------

         Except as elsewhere  expressly provided in this Lease,  during the Term
Landlord  shall cause the Building  and the  property the Building  sits upon to
comply with all health,  safety,  building,  fire and similar laws,  ordinances,
codes and regulations applicable thereto.

         56. OTHER SERVICES.
         -------------------


                                       27
<PAGE>


         In addition to the services  specified in Paragraph 5 herein,  Landlord
will furnish the Demised  Premises  with services  befitting a first-class  flex
building, including without limitation

         a.       electrical  capacity  and  distribution  as  provided  for  on
                  Tenant's Construction Documents (Exhibit "F");

         b.       24-hour  a day,  365 days a year  unrestricted  access  to the
                  Demised Premises;

         c.       lighting replacement during business hours;

         d.       restroom supplies;

         e.       window washing in accordance with Exhibit "B";

         f.       daily  cleaning  services on weekdays in  accordance  with the
                  janitorial standards attached hereto as Exhibit "B";

         g.       prompt snow and,  ice  removal  about the  Building,  it being
                  agreed that  Landlord  shall  exercise  reasonable  efforts to
                  prevent  accumulations  of snow and ice on the  sidewalks  and
                  other  paved  areas  forming  a part  of the  Building  during
                  business hours;

         h.       landscaping and Building signage repair and replacement;

         i.       daily trash removal from the Demised Premises;

         j.       use of the Building loading dock; and

         k.       hot and cold  water in  reasonable  quantities  for  drinking,
                  cafeteria,  lavatory and toilet purposes, to be drawn from the
                  bathrooms  and other  approved  fixtures  within  the  Demised
                  Premises.

         57. RELOCATION. - Intentionally Deleted.
         ----------------------------------------

         58. JURISDICTION AND LAW.
         -------------------------

         Tenant  hereby  subjects  itself  to the  jurisdiction  of the Court of
Common Pleas of Delaware County,  Pennsylvania.  The laws of the Commonwealth of
Pennsylvania shall be applicable to this Lease and any interpretations thereof.

         59. RIGHT TO AUDIT.
         -------------------

          Tenant  shall have the right,  upon five (5) days written  notice,  to
make an appointment to review  Landlord's books and records at Tenant's expense,
pertaining to Operating  Expense.  Landlord shall schedule such  appointment for
review within ten (10) days of request by Tenant. This right shall be limited to
one review per calendar  year.  In the event that any such review,  conducted in
accordance with generally accepted accounting principles,  reveals a discrepancy
between  Landlord's  statement of the actual Operating  Expense for an Operating
year and the amount of such Operating  Expense  determined by such


                                       28
<PAGE>


review,  then Landlord shall reimburse to Tenant the excess amount, if any, paid
by Tenant or if the difference is less than $500.00 credit same to Tenant's next
month's rent.  Nothing  herein shall be deemed to give Tenant the right to delay
its payment of the Operating Expense Adjustment.

         60. TIME IS OF THE ESSENCE.
         ---------------------------

         Time is of the essence in performing the covenants contained herein.



                                       29
<PAGE>


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

SEALED AND DELIVERED IN
         THE PRESENCE OF:


                                     LANDLORD

                                     HENDERSON BIRMINGHAM ASSOCIATES
                                     By:  Wilbur C. Henderson & Son, Partner
                                     By:  Wilbur C. Henderson, Partner


WITNESS:  /s/ Donna M. McMenamin     By:  /s/ Patrick G. Tomlinson
          ----------------------          ------------------------
                                          Patrick G. Tomlinson
                                          Per Power of Attorney


                                     TENANT

                                     I-TRAX HEALTH MANAGEMENT SOLUTIONS, INC.


ATTEST:  /s/ Yuri Rozenfeld          By:  /s/ Frank A. Martin
         ------------------               -------------------
                                          Name: Frank A. Martin
                                          Title: Chief Executive Officer



                                       30
<PAGE>