SUBLEASE





THIS SUBLEASE (“Sublease”) is
made and entered into as of the ____ day of June, 2007 by and between PDI, INC.,
a Delaware corporation, with offices at One Route 17 South, Saddle River, New
Jersey 07458 (“Sublandlord”); and MD-X SOLUTIONS, INC., a Delaware corporation,
with offices at 725 Darlington Avenue, Mahwah, New Jersey
(“Subtenant”).





1.  DESCRIPTION.  Sublandlord
hereby leases to Subtenant and Subtenant hereby leases from Sublandlord, the
following space: Approximately 19,361 rentable square feet of space (hereinafter
the “Subleased Premises”) located on a portion of the second (2nd) floor
in the building located at One Route 17 South, Saddle River, New Jersey
(hereinafter the “Building”), together with the right to use in common with
other tenants in the Building, their invitees, customers and employees, the
stairways, and all other general common facilities contained in the Building.
Said Subleased Premises, as more particularly set forth on Exhibit A attached
hereto and made a part hereof, are a portion of the premises leased by
Sublandlord from VRS Saddle River LLC (hereinafter the “Prime Landlord”) under
Lease dated November 20, 2003 (the “Prime Lease”) attached hereto and made a
part hereof as Exhibit “B”.





2.  TERM.  The Subleased
Premises are leased for a term to commence upon the latest of (i) five (5)
business days after the date on which the Prime Landlord consents to this
Sublease in accordance with Section 29 below; and (ii) five (5) business days
after the date on which a new Certificate of Occupancy for Subtenant’s use of
the Subleased Premises is issued (if such Certificate of Occupancy is required)
by the Borough of Saddle River, New Jersey; and (iii) completion of
code-compliant demising walls demising the Subleased Premises pursuant to
Exhibit A, including means of egress and ingress for the Subleased Premises in
accordance with applicable law (“Commencement Date”) and to end at 11:59 p.m. on
January 30, 2016 (“Expiration Date”). If Sublandlord, for any reason whatsoever,
cannot deliver possession of the Subleased Premises to Subtenant at the
Commencement Date, this Sublease shall not be void or voidable, nor shall
Sublandlord be liable to Subtenant for any loss or damage resulting therefrom,
but in that event, the Commencement Date shall be the date that the Sublandlord
delivers possession of the Subleased Premises to the Subtenant, or the date
Sublandlord would have delivered possession of the Subleased Premises to the
Subtenant but for any acts or omissions attributable to Subtenant; provided,
however, if possession of the Subleased Premises is not delivered to Subtenant
on or before June 15, 2007, Subtenant shall have the option to terminate this
Sublease by sending written notice to Sublandlord, which notice must be given,
if at all, not later than June 20, 2007, and if Sublandlord cannot deliver
possession of the Subleased Premises to Subtenant within thirty (30) days of
receipt of such notice (the “Termination Date”),  this Sublease shall
terminate as of the Termination Date, and thereafter neither party shall have
any further obligations to each other, and Sublandlord shall return to Subtenant
the first month’s Rent and security deposit and thereupon neither party shall
have any further obligations to the other.








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Upon
request of either party, the parties shall execute an agreement stating the
Commencement Date and Expiration Date of the term of this Sublease.





3.  RENT.  From and
after the Commencement Date, and continuing throughout the remainder of the Term
of this Sublease, Subtenant shall pay to Sublandlord Annual Base Rent (sometimes
hereinafter referred to as “Rent”) for the Subleased Premises as
follows:





Period
            Rent
      Per Square Foot
            Annual
      Base Rent
            Monthly
      Base RentLease
      Years 1-4
            $25.00
            $484,025.00
            $40,335.42Lease
      Year 5-Expiration Date
            $27.00
            $522,747.00
            $43,562.25





“Lease
Year” means each succeeding twelve-month period commencing (i) on the
Commencement Date if the Commencement Date falls on the first day of a calendar
month, or (ii) if the Commencement Date is not the first day of a calendar
month, on the first day of the month following the Commencement Date with the
first Lease Year to include the initial partial calendar month in which the
Commencement Date falls.  The aforesaid amounts of monthly
installments of Annual Base Rent shall be payable in advance on or before the
first day of each calendar month through the remainder of the Term, without
set-off, deduction, counterclaim or any previous demand therefor provided,
however, a proportionately lesser sum may be paid for the month in which occurs
the Commencement Date or the Expiration Date in the event the Commencement Date
occurs on other than the first day of the month, or the Expiration Date occurs
on other than the last day of the month. The Annual Base Rent, and any
Additional Rent as hereinafter provided, shall be payable at the office of the
Sublandlord at the address set forth above, or as may otherwise be directed by
notice from Sublandlord to Subtenant. Sublandlord acknowledges receipt from
Subtenant of the sum of Forty Thousand Three Hundred Thirty Five and 42/100
($40,335.42) Dollars by check, subject to collection, to be applied against the
first monthly installment or installments of Rent becoming due under this
Sublease.





Provided
Subtenant is not in monetary default in any of the terms, covenants or
provisions of this Sublease beyond any applicable notice or cure period, and
notwithstanding anything contained herein to the contrary, Subtenant shall be
entitled to an abatement in the total amount of Two Hundred One Thousand Six
Hundred Seventy Seven and 10/100 ($201,677.10) Dollars (the “Concession”), said
Concession to be applied against the monthly payment of Annual Base Rent due
pursuant to this Lease for the first one hundred fifty (150) days of the Term of
this Sublease (the "Concession Period"). The entire Base Rent otherwise due and
payable irrespective of the Concession shall become immediately due and payable
to the Landlord upon the occurrence of a default by Subtenant in any of
Subtenant’s obligations under this Sublease, which default continues beyond any
applicable notice or cure period, and Subtenant's entitlement to any prospective
concession existing at such time, if any, shall be automatically withdrawn and
terminated.





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4.  ADDITIONAL RENT.  It
is expressly agreed that Subtenant shall pay during the Term, as Additional
Rent, in addition to the Annual Base Rent as provided for in Section 3,
“Subtenant’s Proportionate Share,” as hereinafter defined, of those increases in
Operating Expenses and real property taxes applicable to the Project over those
Operating Expenses and real property taxes for the Project during the calendar
year 2007 (the “Base Year”), in the manner, at the times and as determined
payable under the terms of the Prime Lease.





5.  SUBTENANT’S PROPORTIONATE
SHARE.  Subtenant’s Proportionate Share shall initially be
23.61% (which has been calculated based upon 19,361 rentable square feet of
office space and 500 rentable square feet of data center space divided by 84,122
rentable square feet) subject to increase from time to time during the Term of
this Sublease pursuant to the terms and conditions of this
Sublease.





6.  ELECTRICITY\UTILITIES\SERVICES.





a.  Subtenant
shall pay during the Term, as Additional Rent, in addition to the Annual Base
Rent as provided for in Section 4 hereinabove, Subtenant’s Proportionate Share
of the cost of utilities (excluding electricity supplied to and services
supplied to the Subleased Premises and charged to Sublandlord under the terms of
the Prime Lease). Subtenant shall have the right to access and use HVAC and
electricity at times other than during Business Days and Business Hours, subject
to the terms of Section 11.7 and 11.8 of the Prime Lease.





b.  Subtenant
shall pay Sublandlord, in addition to Annual Base Rent, an Electrical Energy
Charge as a condition for Sublandlord to cause electric current to be supplied
to the Subleased Premises based upon Subtenant’s actual electric consumption
which shall be measured by a separate checkmeter, installed by Sublandlord at
Sublandlord’s sole expense, for the Subleased Premises in the manner, at the
times and as determined pursuant to the terms of Section 11.6 of the Prime
Lease.





7.  CONDITION OF SUBLEASED
PREMISES. Subject to Section 2(iii) above, Subtenant hereby acknowledges
to Sublandlord that as of the Commencement Date, Subtenant is leasing the
Subleased Premises in its “AS IS”, “WHERE IS” condition; provided, however, the
Subleased Premises shall be delivered to Subtenant in broom clean condition,
free of all debris and free of all personal property not being leased to
Subtenant hereunder.





8.  INCORPORATION OF PRIME
LEASE.





a.  All of
the terms of the Prime Lease are hereby incorporated into this Sublease and
shall, as between Sublandlord and Subtenant (as if they were the Landlord and
Tenant, respectively, under the Prime Lease) constitute the terms of this
Sublease, except to the extent they are inapplicable to, inconsistent with, or
modified by the terms of this Sublease and provided that those economic and
performance requirements of the Prime Landlord under the Prime Lease which are
to be performed




3


or paid
by the Prime Landlord shall remain the responsibility of Prime Landlord under
the Prime Lease, and shall not be the responsibility of
Sublandlord.  Subtenant shall be bound by the Prime Lease in
accordance with the terms and conditions contained in this Sublease, and
Sublandlord shall be entitled to assert, pursue and obtain all rights and
remedies of the Prime Landlord under the Prime Lease, including but not limited
to all rights and remedies associated with a default under the Prime Lease or
this Sublease by the Subtenant or Subtenant’s failure to pay any amount of Rent
or Additional Rent in accordance herewith.





b.  Sublandlord
warrants and represents to Subtenant the following, each of which warranties and
representations shall be deemed remade and repeated as of the Commencement Date:
(i) the Prime Lease is in full force and effect; (ii) Sublandlord has not
received a notice of default or notice of termination with respect to the Prime
Lease; (iii) Sublandlord is neither in default of, nor has Sublandlord breached
any of, its covenants, agreements or obligations under the Prime Lease; (iv) to
the best of Sublandlord’s knowledge, Prime Landlord is neither in default of nor
has Prime Landlord breached any of its covenants, agreements or obligations
under the Prime Lease; (v) Sublandlord’s interest in the Prime Lease has not
been conveyed, transferred, assigned, pledged or otherwise encumbered, except
with respect to a certain sublease dated June 21, 2005 made by Sublandlord to
American Tack and Hardware concerning certain premises located on the first
floor of the Building; and (vi) all amounts due and payable by Sublandlord under
the Prime Lease, including any Annual Base Rent and Additional Rent, have been
paid through April 30, 2007.





c.  If Prime
Landlord shall default in any of its obligations under the Prime Lease, or shall
fail to furnish facilities, services, or utilities or make repairs to the
Subleased Premises, then, upon Sublandlord’s receipt of written notice from
Subtenant specifying such default, Sublandlord shall use diligent efforts to
cause Prime Landlord to cure such default.





9.  QUIET ENJOYMENT.  If
Subtenant performs all of the terms of this Sublease, Sublandlord warrants that
Sublandlord shall do nothing to affect Subtenant’s right to peaceably and
quietly have, hold and enjoy the Subleased Premises for the term herein
mentioned, subject to the provisions of this Sublease.





10.  USE AND
OCCUPANCY.  Subtenant shall use and occupy the Subleased
Premises for general administrative office use, and no other use shall be
permitted.





11.  SUBLANDLORD TO COMPLY WITH PRIME
LEASE.  Sublandlord agrees to pay the Rent or Additional Rent
reserved in the Prime Lease and to perform and observe the covenants and
stipulations contained therein so far as they ought to be performed and observed
by the Sublandlord, as Tenant, under the Prime Lease. Sublandlord shall not do
anything which would cause the Prime Lease to be terminated or forfeited.
Sublandlord shall indemnify and hold Subtenant harmless from and against any and
all claims, liabilities, losses, damage, demands, expenses (including, without
limitation, reasonably attorneys’ fees), actions and causes of action of any
kind whatsoever by reason of any breach or default on the part of Sublandlord or
its




4


employees
or agents, in its capacity as Tenant under the Prime Lease, except the extent
caused by the act or negligence of Subtenant, its respective employees, agents,
contractors or invitees, by reason of which the Prime Lease is terminated or
forfeited. Sublandlord covenants that it will not enter into any agreement that
will modify or amend the Prime Lease so as to materially adversely affect
Subtenant’s right to use and occupy the Subleased Premises, or any other rights
of Subtenant under this Sublease, or increase or materially affect the
obligations of Subtenant under this Sublease. Further, Sublandlord will promptly
provide Subtenant with copies of all notices of default that Sublandlord
delivers to, or receives from, the Prime Landlord under the Prime
Lease.





12.  SUBTENANT TO COMPLY WITH PRIME LEASE
TERMS.
Subtenant agrees to perform and observe the covenants, conditions and terms of
the Prime Lease on the part of the Tenant therein to be performed, as if the
Subtenant were the Tenant under the Prime Lease, except to the extent they are
inapplicable to, inconsistent with or modified by the terms of this Sublease.
Except as expressly incorporated herein, the following Articles and Sections of
the Prime Lease shall not be applicable to this Sublease: Sections 1.1; 1.2;
1.3; 1.6; 1.7, 1.8; 1.9; 1.10; 1.11; 1.12; 1.13; 1.15; certain attachments to
Lease set forth in 1.16 as more particularly specified herein; 1.17; 1.18; 1.19;
2.1; 2.2; 3.1; 3.2; 3.3; 3.4; 3.5; 4.1; 5.2(a); 6; the term “Commencement Date”
shall be substituted for “Possession Date” in Section 7.3; the last sentence of
Section 8.3(e); the second paragraph of Section 11.11; 12.1; 12.2; 12.3; 12.5;
12.6; 12.7; 17; 24; 25.4; 26; 30; 40; the second sentence of Section 53;
Addendum Sections 1, 3, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16; Exhibit A -
Second Floor and Third Floor; A-1; A-2; A-3; B; G; H; I; J; K; Schedules 1-A;
1-B; 1-C; 1-D. Wherever in said Prime Lease Prime Landlord’s consent is
required, Subtenant shall be required to obtain Prime Landlord’s and
Sublandlord’s consent. If Prime Landlord consents, Sublandlord shall not
unreasonably withhold its consent.





13.  INDEMNITY.  Subtenant
shall indemnify, defend and save harmless Sublandlord and Prime Landlord and
their agents against and from (a) any and all claims (i) arising from (x) the
conduct or management by Subtenant, its subtenants, licensees, its or their
employees, agents, contractors or invitees on the Subleased Premises or of any
business therein, (y) any work or thing whatsoever done, or any condition
created in or about the Subleased Premises during the term of this Sublease or
during the period of time, if any, prior to the Commencement Date that Subtenant
may have been given access to the Subleased Premises, except to the extent
caused by the act or negligence of Sublandlord or Prime Landlord or their
respective employees, agents, contractors or invitees, or (z) any claim, damages
and expenses arising out of the nonperformance or nonobservance of Subtenant’s
obligations with respect to the Prime Lease as assumed hereby, or (ii) arising
from any negligent or otherwise wrongful act or omission of Subtenant or any of
its subtenants or licensees or its or their employees, agents, contractors or
invitees, and (b) all costs, expenses and liabilities incurred in or in
connection with each such claim or action or proceeding brought
thereon.  In case any action or proceeding be brought against
Sublandlord or Prime Landlord by reason of any such claim, Subtenant upon notice
from Sublandlord or Prime Landlord, shall resist and defend such action or
proceeding.  The provisions of this Section shall survive the
expiration or sooner termination of this Sublease.





5


Sublandlord
agrees to indemnify and save harmless Subtenant from and against all claims of
whatever nature arising from any act, omission, or negligence of Sublandlord or
Sublandlord’s contractors, licensees, invitees, agents, servants or employees,
or arising from any accident, injury or damage whatsoever caused to any person,
or to the property of any person, occurring after the date that possession of
the Subleased Premises is first delivered to Subtenant and until the end of the
term of this Sublease, where such accident, injury or damage results, or is
claimed to have resulted, from any act or omission on the part of Sublandlord or
Sublandlord’s agents or employees, licensees, invitees or contractors, except to
the extent caused by the act or negligence of Subtenant or its employees,
agents, contractors or invitees.





14.  HOLDOVER. Any holdover at the
expiration of this Sublease is not with Sublandlord’s consent and may be
terminated as provided by the laws of the State of New Jersey and Subtenant
shall indemnify Sublandlord for any liability resulting therefrom. In addition,
the Rent paid by Subtenant during any such holdover period shall be one hundred
and fifty (150%) percent of the Rent payable by Subtenant during the last month
of the Term, plus one hundred (100%) percent of the Additional Rent Subtenant is
required to pay pursuant to the terms hereof.





15.  ALTERATIONS, ADDITIONS AND
IMPROVEMENTS.





a.  Subtenant
shall not make alterations, additions or improvements on the Subleased Premises
without first obtaining the written consent of Prime Landlord and Sublandlord.
If Prime Landlord consents, Sublandlord shall not unreasonably withhold its
consent. All alterations, additions and improvements shall be made in accordance
with the terms and conditions of the Prime Lease. Notwithstanding anything
herein to the contrary, but subject to the provisions of Section 8.3 and
Addendum Paragraph 4 of the Prime Lease, Subtenant shall be allowed to replace
carpets, repaint walls and install and reconfigure cubicles subject to the prior
consent of Sublandlord and Prime Landlord. Sublandlord reserves the right to
notify Subtenant of any restoration Subtenant shall be responsible for upon the
expiration or sooner termination of this Sublease.





b.  In
consideration of Subtenant leasing the Subleased Premises in its "AS IS"
condition, Sublandlord hereby agrees to provide Subtenant with an improvement
allowance equal to the sum of Two Hundred Ninety Thousand Four Hundred Fifteen
and 00/100 ($290,415.00) Dollars, computed at the rate of Fifteen and 00/100
($15.00) Dollars per rentable square foot (hereinafter referred to as the
"Improvement Allowance") to be applied towards the cost of the improvements
Subtenant is performing to the Subleased Premises. Said sum shall, at
Sublandlord's option, either be (i) paid to Subtenant in a lump sum payment upon
completion of the improvements, as evidenced by paid invoices and a certificate
of occupancy (either temporary or permanent), or (ii) credited against the
monthly installments of Rent due and payable pursuant to the terms of this
Sublease, until expended. Any cost of such improvements which shall be in excess
of the aforesaid Improvement Allowance shall be paid by Subtenant.





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16.  LIENS.  Subtenant
shall keep the Subleased Premises free and clear of liens arising out of any
work performed, materials furnished, or obligations incurred by
Subtenant.





17.  SIGNS. Subtenant shall comply
with Section 46 of the Prime Lease.  Sublandlord shall use reasonable
efforts to obtain consent from the Prime Landlord under the Prime Lease to
permit Subtenant to install lobby signage, at Subtenant’s sole cost and expense,
acceptable to Prime Landlord. Subtenant, shall, if said sign is permitted,
obtain all the necessary governmental approvals therefor and be responsible for
the care, cost, repair and maintenance thereof, and Subtenant agrees to remove
same at the expiration or sooner termination of this Sublease. Notwithstanding
the foregoing, Subtenant may install, subject to the prior written consent of
Sublandlord and Prime Landlord, signage on the entrance doorway of the Subleased
Premises of a size and in a location comparable to the signage currently
existing on such doorway substantially as set forth on Exhibit F attached hereto
and made a part hereof, provided, however, Subtenant will return Sublandlord’s
sign to Sublandlord in the event Subtenant removes same.  Such consent
shall be deemed given upon execution of this Sublease by Sublandlord and
execution of Exhibit D, Landlord’s Consent to Sublease by Landlord.





18.  ACCESS FOR INSPECTION AND
REPAIRS. Subtenant shall allow Prime Landlord and Sublandlord and their
agents free access at all reasonable times, upon reasonable prior notice (except
no notice shall be required in the event of an emergency) to the Subleased
Premises for the purpose of inspecting or making repairs, additions, or
alterations to the Subleased Premises or any property owned by or under the
control of Prime Landlord or Sublandlord; provided, however, Sublandlord and
Prime Landlord shall use reasonable efforts not to unduly disturb Subtenant’s
use and occupancy of the Subleased Premises during any such access.





19.  REPAIRS AND
MAINTENANCE.  Subject to the Prime Landlord’s obligations under
the Prime Lease, Subtenant shall maintain the Subleased Premises in good repair
and tenantable condition during the term of this Sublease.





20.  INSURANCE.  Subtenant
agrees to carry insurance in accordance with Section 9 of the Prime Lease
insuring Subtenant, Sublandlord and Prime Landlord against all claims for
personal injury or property damage caused by conditions or activities on the
Subleased Premises and common areas in accordance with the Prime
Lease.  Subtenant shall have Sublandlord and Prime Landlord named as
additional insured on its insurance policies, as their interests may appear, and
deliver an insurance certificate evidencing same to Sublandlord on or before the
Commencement Date of this Sublease.





21.  DAMAGE BY FIRE, EXPLOSION, THE
ELEMENTS OR OTHERWISE.  Subtenant shall be bound by the
provisions of Section 10 of the Prime Lease.  In the event the
Subleased Premises are damaged and the Prime Lease is not terminated, or the
damage is so slight so that the Subleased Premises are not rendered untenantable
and unfit for




7


occupancy,
any equitable abatement provided for in said Section 10 shall inure to Subtenant
only to the extent the Subleased Premises are affected
thereby.  Subtenant shall immediately notify Sublandlord in case of
fire or other damage to the Subleased Premises.





22.  EMINENT DOMAIN\CONDEMNATION.
Subject to Prime Landlord’s and Sublandlord’s rights under Section 15 of the
Prime Lease to effect a termination of the Prime Lease, and consequently of this
Sublease, if the Subleased Premises are so taken, Subtenant shall have no claim
or interest in or to any award or damages for such taking.





23.  WAIVER OF ONE BREACH NOT WAIVER OF
OTHERS.  Waiver of one breach of a term, condition or covenant
of this Sublease by either party hereto shall be limited to the particular
instance and shall not be deemed to waive future breaches of the same or other
terms, conditions or covenants.





24.  INSOLVENCY OF
SUBTENANT.  Either (a) the appointment of a receiver to take
possession of all or substantially all of the assets of Subtenant, or (b) a
general assignment by Subtenant for the benefit of creditors, or (c) any action
taken or suffered by Subtenant under any insolvency or bankruptcy act shall
constitute a default of this Sublease by Subtenant, and Sublandlord may
terminate this Sublease forthwith and upon notice of such termination,
Subtenant’s right to possession of the Subleased Premises shall cease, and
Subtenant shall then quit and surrender the Subleased Premises to Sublandlord,
but Subtenant shall remain liable as hereinafter provided in Section 27
hereof.





25.  SUBLANDLORD’S REMEDIES ON
DEFAULT.  If Subtenant defaults in the payment of Rent, or any
Additional Rent, or defaults in the performance of any of the other covenants or
conditions hereof, or any covenant or condition of the Prime Lease by it to be
complied with, Sublandlord may give Subtenant notice of such default, and if
Subtenant does not cure such default in the payment of Rent or Additional Rent
within five (5) days after the receipt of such notice, or such other default
within twenty-five (25) days after the receipt of such notice (or if such other
default is of such nature that it cannot be completely cured within such period,
if Subtenant does not commence such curing within twenty-five (25) days and
thereafter proceed with reasonable diligence and in good faith to cure such
default), then Sublandlord may terminate this Sublease, and Subtenant’s right to
possession of the Subleased Premises shall cease and Subtenant shall then quit
and surrender the Subleased Premises to Sublandlord, but Subtenant shall remain
liable as hereinafter provided in Section 26 hereof.





26.  DEFICIENCY.  In any
case where Sublandlord has recovered possession of the Subleased Premises by
reason of Subtenant’s default, Sublandlord shall use commercially reasonable
efforts to mitigate its damages.  In fulfilling its obligations
pursuant to the preceding sentence, Sublandlord may, at Sublandlord’s option,
occupy the Subleased Premises or cause the Subleased Premises to be redecorated
or altered, in accordance with terms and conditions of the Prime Lease, or be
prepared for reletting, and may relet the Subleased




8


Premises
or any part thereof as agent of Subtenant or otherwise, for a term or terms to
expire prior to or at the same time as the original expiration date of this
Sublease, at Sublandlord’s option and with Prime Landlord’s consent, and receive
the rent therefor.  Rent so received, or in the event that Sublandlord
occupies said Premises, the reasonable value of the rental of said Subleased
Premises (not to exceed the Rent or Additional Rent reserved herein), shall be
applied first to the payment of such expenses as Sublandlord may have incurred
in connection with the recovery of possession, redecorating, or altering, or
otherwise changing or preparing for reletting, and the reletting, including
brokerage and reasonable attorney’s fees, and then to the payment of damages in
amounts equal to the Rent or Additional Rent hereunder and to the cost and
expenses of performance of the other covenants of Subtenant as herein
provided.





Subtenant agrees, in any such case,
whether or not Sublandlord has relet, to pay to Sublandlord damages equal to the
Rent and Additional Rent and other sums herein agreed to be paid by Subtenant,
less the net proceeds of the reletting, if any, as ascertained from time to
time, and the same shall be payable by Subtenant on the several days above
specified for the payment of Rent or Additional Rent.  In reletting
the Subleased Premises as aforesaid, Sublandlord shall have the right to grant
reasonable rent concessions and such other concessions as it may reasonably deem
necessary.  No such reletting shall constitute a surrender and
acceptance or be deemed evidence thereof.





Alternatively, in any case where
Sublandlord has recovered possession of the Subleased Premises by reason of
Subtenant’s default, Sublandlord may, at Sublandlord’s option, and at any time
thereafter, and without notice or other action by Sublandlord, and without
prejudice to any other rights or remedies it may have hereunder or at law or
equity, become entitled to recover from Subtenant, as damages for such breach,
in addition to such other sums herein agreed to be paid by Subtenant, to the
date of re-entry, expiration and/or dispossess an amount equal to the excess of
the Rent and Additional Rent reserved in this Sublease from the date of such
default to the date of expiration of the original term demised over the then
fair and reasonable rental value of the Subleased Premises for the same period.
Said damages shall become due and payable to Sublandlord immediately upon such
breach of this Sublease and without regard to whether this Sublease be
terminated or not, and if this Sublease be terminated, without regard to the
manner in which it is terminated.





Subtenant hereby waives all right of
redemption to which Subtenant or any person claiming under Subtenant might be
entitled by any law nor or hereafter in force.





Sublandlord’s remedies hereunder are in
addition to any remedy allowed by law.





Subtenant agrees to pay, as Additional
Rent, all reasonable, actual attorney’s fees and other expenses incurred by the
Sublandlord in enforcing any of the obligations under this Sublease, this
covenant to survive the expiration or sooner termination of this
Sublease.





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27.  LITIGATION
COSTS.  If any legal action is filed to enforce this Sublease,
or any part thereof, the prevailing party shall be entitled to recover
reasonable attorney’s fees, to be fixed by the court, and costs of the
action.





28.  NOTICES. Except where
otherwise required by statute, all notices given pursuant to the provisions of
this Sublease shall be in writing, addressed to the party to whom notice is
given and sent registered or certified mail, return receipt requested, in a
postpaid envelope as follows:





To
Subtenant:                                                      MD-X
SOLUTIONS, INC.


at the Subleased PremisesAttn: Ronald
Davi, Chief Executive Officer





With a
copy
to:                                                      Price,
Meese, Shulman & D'Arminio, P.C.


Mack-Cali
Corporate Center


50 Tice
Boulevard


Woodcliff
Lake, New Jersey 07677


Attn:
Michael K. Breen, Esq.





To
Sublandlord:                                                      PDI,
INC.


One Route 17 South


Saddle River, New Jersey
07458


Attn:
Peter Lynch, Director


of Office
Administration





With a copy
to:                                                      GREENBAUM,
ROWE, SMITH & DAVIS LLP


99 Wood Avenue South


Iselin, New Jersey 08830


Attn: Steven C. Delinko,
Esq.





Notice shall be deemed to have been
duly given upon its receipt or rejection of receipt as evidenced by a bill of
lading or return receipt, or upon delivery, if personally served.  It
is understood and agreed that unless specifically modified by this Sublease,
Sublandlord shall be entitled to the length of notice required to be given Prime
Landlord under the Prime Lease plus three (3) days and shall be entitled to give
Subtenant the length of notice required to be given by Tenant under the Prime
Lease less three (3) days.





29.  SUBLEASE
CONSENT.  This Sublease shall become effective only if the
written consent hereto of the Prime Landlord is obtained, in substantially the
form attached hereto as Exhibit D. If such written consent is not obtained
within thirty (30) business days of the date hereof, then either Sublandlord or
Subtenant shall have the right to send written notice to the other stating that
this Sublease shall be null and void and of no force or effect and Sublandlord
shall return to Subtenant the first month’s Rent and security deposit and
thereupon neither party shall have any further obligation to the other.
Sublandlord shall promptly request the consent of the Prime Landlord to this
Sublease. Subtenant agrees to provide such information in connection with such
request as the Prime Landlord shall reasonably request.





10


30.  PARKING.                                Subtenant
shall be provided with Subtenant’s Proportionate Share of total spaces allocated
to Sublandlord under the Prime Lease, twelve (12) of which shall be
covered/reserved spaces, and the remaining portion shall be unreserved/uncovered
parking spaces.





31.  SECURITY DEPOSIT.





a.  Subtenant
shall deposit with Sublandlord on the signing of this Sublease the sum of One
Hundred Twenty One Thousand Six and 25/100 ($121,006.25) Dollars as security for
the performance of Subtenant’s obligations under this Sublease, including
without limitation, the surrender of possession of the Subleased Premises to
Sublandlord as herein provided. The security shall be in the form of an
irrevocable letter of credit (the “Security Deposit L/C”). The Security Deposit
L/C shall be delivered to Sublandlord at Subtenant’s sole cost and expense. The
Security Deposit L/C shall be issued by and drawn on a bank or financial
institution reasonably acceptable to Sublandlord maintaining an office within
the State of New Jersey and shall name Sublandlord as beneficiary. If the
maturity date of the Security Deposit L/C is prior to the end of the term of
this Sublease, Subtenant shall renew the Security Deposit L/C as often as
necessary with the same bank or financial institution (or a similar bank or
financial institution reasonably acceptable to Sublandlord) and upon the same
terms and conditions, not less than thirty (30) days prior to the purported
expiration date of the Security Deposit L/C. In the event Subtenant fails to
timely renew the Security Deposit L/C as aforesaid, Sublandlord shall be
entitled to draw against the entire amount of the Security Deposit L/C. The
Security Deposit L/C shall be assignable by Sublandlord and upon such assignment
to any party assuming in writing the sublessor interest in this Sublease,
Sublandlord shall be relieved from all liability to Subtenant
therefor.





b.  Upon the
occurrence of any default by Subtenant pursuant to Section 25 of this Sublease
or in the event Sublandlord terminates this Sublease in accordance with the
terms hereof following a default by Subtenant after the expiration of any
applicable notice and cure period, Sublandlord shall have the right to draw the
entire amount of the Security Deposit L/C. Sublandlord agrees to copy Subtenant
on any notice to the issuing bank requesting a draw against the Security Deposit
L/C. In the event that Subtenant defaults after the expiration of any applicable
notice and cure period in making any payment required to be made by Subtenant
under the terms of this Sublease other than the payment of Rent, then
Sublandlord shall be entitled to draw upon so much of the Security Deposit L/C
as equals the defaulted payment(s), plus any interest or other charges due
thereon in accordance with this Sublease. If Sublandlord elects to make a
partial draw upon the Security Deposit L/C, Subtenant shall promptly restore the
Security Deposit L/C to its original amount within ten (10) days after written
demand therefor. Sublandlord’s election to make a partial draw upon the Security
Deposit L/C shall in no event prejudice or waive Sublandlord’s right to
terminate this Sublease if permitted under applicable provisions of this
Sublease, nor shall such election prejudice or waive any other remedy of
Sublandlord reserved under the terms of this Sublease,




11


including
the right to draw the entire amount of the Security Deposit L/C, if applicable.
The Security Deposit L/C shall be available for payment against the presentation
of a sight draft by the Sublandlord (with simultaneous notice to Subtenant)
together with a certificate from Sublandlord that Subtenant is in default of its
obligations hereunder beyond expiration of any applicable notice and cure
periods and that Sublandlord is entitled, by the terms of this Sublease, to draw
upon the Security Deposit L/C. The proceeds of the Security Deposit L/C, if
drawn by Sublandlord pursuant to the terms hereof, shall be held by Sublandlord
and applied to reduce any amount owed by Subtenant to Sublandlord.





c.  In the
event that (i) Sublandlord draws the full amount of the Security Deposit L/C as
a result of a default by Subtenant, (ii) this Sublease is not terminated by
Sublandlord as a result of such default, (iii) such default is fully cured by
Subtenant, and (iv) there is no outstanding cured default by Subtenant, then the
balance of the sums drawn (after the payment of any sums related to the curing
of any defaults) shall be applied to obtain a replacement letter of credit as
security for Subtenant’s performance hereunder in the amount initially required
herein.





d.  To the
extent the issuing bank will not honor the Security Deposit L/C, Subtenant
personally guarantees the proceeds of the Security Deposit L/C and will
immediately remit to Sublandlord the amount of the Security Deposit L/C in cash
to be held in accordance with this Section 31.





e.  In the
event of the insolvency of Subtenant, or in the event of the entry of a judgment
in bankruptcy in any court against Subtenant which is not discharged within
twenty (20) days after entry, or in the event a petition is filed by or against
Subtenant under any chapter of the bankruptcy laws of the State of New Jersey or
the United States of America, then in such event, Sublandlord may require the
Subtenant to deposit additional security in an amount which in Sublandlord’s
sole judgment would be sufficient to adequately assure Subtenant’s performance
of all of its obligations under this Sublease including all payments
subsequently accruing.  Failure of Subtenant to deposit the security
required by this Paragraph within ten (10) days after Sublandlord’s written
demand shall constitute a material breach of this Sublease by
Subtenant.





f.  Within
thirty days after expiration or sooner termination of this Sublease, provided
Subtenant is not then in default of any of the terms, covenants and conditions
of this Sublease or the Prime Lease, Sublandlord shall return the security
deposit, or balance thereof to which Subtenant is entitled after deduction
therefrom of any sums in accordance with the provisions of this
Sublease.





32.  HAZARDOUS
MATERIALS.  Sublandlord represents that to the best of its
knowledge, without undertaking any independent inquiry, that neither the
Subleased Premises nor the Building, including the ground and groundwater
contain any Hazardous Substances, nor have they been used for the storage,
manufacture or disposal of same.





12


33.  BROKER.  Sublandlord
and Subtenant represent and warrant one to the other that CB Richard Ellis, Inc.
(“Broker”) is the sole Broker with whom either party has negotiated in bringing
about this Sublease, and Sublandlord and Subtenant agree to indemnify and hold
each other harmless from any and all claims of other brokers and expenses in
connection therewith arising out of or in connection with any conduct
inconsistent with the representations tendered by one to the other herein.
Sublandlord agrees to pay Broker a commission pursuant to a separate
agreement.





34.  SUBLEASE APPLICABLE TO HEIRS,
SUCCESSORS AND ASSIGNS. The terms, conditions and covenants of this
Sublease shall inure to and be binding on the heirs, successors, administrators,
executors and assigns of the parties hereto, except as otherwise herein
provided.





35.  NO ASSIGNMENT OR SECOND SUBLEASE
WITHOUT CONSENT.





a.  Subtenant
shall not sell or assign this Sublease or any part thereof, or any interest
therein, or re-sublet the Subleased Premises in whole or in part without first
obtaining the written consent of Sublandlord and Prime Landlord, which consent
as to the Sublandlord only shall not be unreasonably withheld.  This
Sublease shall not be assigned by operation of law.  If Sublandlord
and Prime Landlord give consent to assignment of this Sublease or of any
interest therein, they shall not thereby be barred from subsequently refusing to
consent to any further assignment.  However, said consent shall not be
unreasonably withheld by Sublandlord.  Any attempt to sell, assign, or
re-sublease without written consent of Sublandlord and Prime Landlord shall be
deemed a default and shall entitle Sublandlord to proceed pursuant to this
Sublease if Sublandlord so elects.





b.  Notwithstanding
anything to the contrary contained in this Sublease or the Prime Lease,
Subtenant may assign this Sublease or sublet the whole or any part of the
Subleased Premises to any person or entity, or to any corporation or entity with
which it shall be merged or which shall acquire all or substantially all of the
assets or stock of Subtenant, without Sublandlord’s or Prime Landlord’s consent,
but upon notice to Sublandlord and Prime Landlord, provided, however, that in
the event of such merger, consolidation or transfer of all or substantially all
of the assets or stock of Subtenant (i) the successor to Subtenant has a net
worth computed in accordance with generally accepted accounting principles
sufficient to meet its then remaining obligations under this Sublease from and
after the effective date of such transaction, and (ii) proof reasonably
satisfactory to Sublandlord and Prime Landlord of such net worth shall have been
delivered to Sublandlord and Prime Landlord at least 10 business days prior to
the effective date of any such transaction.





36.  INTERRUPTION OF SERVICES OF
USE. Interruption or curtailment of any service maintained in the
Building shall not entitle Subtenant to claim constructive eviction or any other
cause of action against Sublandlord, but Subtenant shall join with and have
those rights and remedies Sublandlord may have against Prime Landlord as a
result of said interruption.  Subtenant shall, under no circumstances,
have any claim against Sublandlord or Prime Landlord for interruption to
Subtenant’s business, however occurring.





13


37.  SUBLANDLORD NOT LIABLE.Sublandlord shall not be
liable to Subtenant for any loss suffered by Subtenant under any circumstances,
including, but not limited to (i) that arising from the negligence of
Sublandlord or Prime Landlord, their agents, servants, invitees, contractors or
subcontractors, or from defects, errors or omissions in the construction or
design of the Subleased Premises and/or the Building including the structural
and nonstructural portions thereof; or (ii) for loss of or injury to Subtenant
or to Subtenant’s property or that for which Subtenant is legally liable from
any cause whatsoever, including but not limited to theft or burglary; or (iii)
for that which results from any inspection, repair, alteration or addition or
the failure thereof undertaken or failed to be undertaken by Sublandlord or
Prime Landlord, but Subtenant shall join with and have those rights and remedies
Sublandlord may have against Prime Landlord as a result of interruption of
services otherwise required to be provided by Prime Landlord.





38.  WAIVER OF SUBROGATION.
Sublandlord and Subtenant each hereby waives its respective right of recovery
against the other and each releases the other from any claim arising out of
loss, damage or destruction to the Subleased Premises, and contents thereon or
therein whether or not such loss, damage or destruction may be attributable to
the fault or negligence of either party or its respective agents, invitees,
contractors or employees.  Each casualty insurance policy shall
include a waiver of the insurer’s rights of subrogation against the party hereto
who is not an insured under said policy.  Each party shall look solely
to the proceeds of its respective casualty insurance policy (and to its own
funds to the extent it is self-insured) to compensate it for any such loss,
damage or destruction.





39.  COMMUNICATIONS. Sublandlord
agrees to allocate reasonable space in Sublandlord’s existing telephone\server
room to permit installation of Subtenant’s telephone\server equipment serving
the Subleased Premises.  Subtenant agrees to maintain such equipment
and hold Sublandlord harmless from and against any damage or injury to such
equipment howsoever caused.  Subtenant shall install and maintain such
equipment in a manner which will not cause interference or damage to
Sublandlord’s equipment.





40.  FURNITURE.  During
the Term of this Sublease, Subtenant shall be permitted to use Sublandlord’s
furniture and fixtures existing in the Subleased Premises as of the Commencement
Date, as set forth on Exhibit C hereto. Subtenant shall keep and maintain the
furniture and fixtures in good order and condition throughout the term of this
Sublease, making all necessary repairs and replacements as required, and
surrender same to Sublandlord in good order and condition at the expiration or
sooner termination of this Sublease, reasonable wear and tear and damage by
casualty and the elements excepted.





41.  INTENTIONALLY
OMITTED.





14


42.  24-HOUR ACCESS. Subtenant
shall be entitled to 24-hour, seven (7) day a week access to the Subleased
Premises, but this shall not be construed as authorization to make use of the
Building services beyond the Building Hours without reimbursing Prime Landlord
for the cost thereof, and shall be subject to any governmental or municipal laws
and regulations with respect to said 24-hour, seven (7) day a week access.
Subtenant shall obtain said access by means of a key or other similar means to
be provided by Prime Landlord to afford access to the Building.





43.  NON-DISTURBANCE.  Sublandlord
agrees it shall use commercially reasonable efforts to obtain from the Prime
Landlord a Subordination, Non-Disturbance and Attornment Agreement (the
"Non-Disturbance Agreement") in favor of Subtenant utilizing such Prime
Landlord's standard form. If Subtenant fails to accept the Non-Disturbance
Agreement, it shall be considered that Sublandlord has satisfied its
requirements hereunder.





44.  INTENTIONALLY
OMITTED.





45.  DATA CENTER
SPACE.





a.  Commencing
on the Commencement Date, Sublandlord shall permit Subtenant, and its employees
and contractors, to occupy and utilize a portion of its existing data center
space (consisting of approximately 500 square feet of space on the second floor
of the Building), with no obligation to pay Base Rent for the first one hundred
fifty (150) days following the Commencement Date, but subject to all other
covenants, terms and conditions of this Sublease. Thereafter, Subtenant shall
pay Sublandlord Base Rent for such space at the rent per square foot payable by
Subtenant to Sublandlord for the Subleased Premises. Sublandlord and Subtenant
shall jointly determine the location of such portion within the Data
Center.





b.  If, at
any time during the Term of this Sublease, Sublandlord chooses to relocate the
balance of its existing data center (consisting of approximately 1,341 rentable
square feet of space on the second (2nd) floor
of the Building) (the “Balance of the Data Center Space”), then and in such
event, the Balance of the Data Center Space in its then “AS IS, WHERE IS”
condition, will become a part of the Subleased Premises, and the Subleased
Premises, the Rent, and Subtenant’s Proportionate Share shall all increase
accordingly and be deemed amended to include the Balance of the Data Center
Space.





46.  RIGHT TO LEASE. Excluding the
current entity with whom Sublandlord is presently negotiating for sublease space
in the Building, and provided Subtenant is not in default in any of the terms,
covenants or conditions of this Sublease beyond any applicable notice or cure
periods, Subtenant shall have an ongoing right to lease any available additional
space in the Building which is then currently leased by Sublandlord from Prime
Landlord pursuant to the Prime Lease (hereinafter referred to as the “Right to
Lease Space”). Sublandlord will advise Subtenant of the availability of the
Right to Lease Space and the terms and conditions Sublandlord would be willing
to accept, and Subtenant shall have fifteen (15) days within which to respond to
Sublandlord’s offer, TIME HEREBY BEING MADE OF THE ESSENCE. Subtenant may
exercise this right only in regard to the entire Right to Lease Space. The term
of the lease for the Right to Lease Space shall expire coterminously with the
Expiration Date of this Sublease. Should Subtenant elect to lease the Right to
Lease Space, it shall do so at




15


the rate
and upon the terms set forth in Sublandlord’s offer. Should Subtenant decline
Sublandlord’s offer, or fail to respond within the time period set forth above,
then, and in such event, Sublandlord shall be free to lease the Right to Lease
Space to a third party upon substantially the same terms and conditions as that
offered to Subtenant. “Substantially the same terms and conditions,” as used
herein, shall mean terms not materially different or a rent of not more than
five (5%) percent below the rent requested by Sublandlord of Subtenant. Should
Subtenant accept Sublandlord’s offer, the description of the Subleased Premises,
the Rent and Subtenant’s Proportionate Share shall be adjusted to reflect the
inclusion of the Right to Lease Space. In the event Sublandlord has not leased
the Right to Lease Space to a third party within six (6) months from the
expiration of the aforesaid fifteen (15) day period, then Sublandlord agrees to
reoffer the Right to Lease Space to Subtenant together with the terms and
conditions Sublandlord would be willing to accept.





47.  SECTION
HEADINGS.  The Section headings in this Sublease and position
of its provisions are intended for convenience only and shall not be taken into
consideration in any construction or interpretation of this Sublease or any of
its provisions.





48.  CAPITALIZED TERMS. Capitalized
terms used herein shall have the same meanings ascribed to them in the Prime
Lease unless otherwise defined herein.





49.  COUNTERPARTS. This Sublease
may be executed in two (2) or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.





[SIGNATURE
PAGE FOLLOWS]


16





The
parties are signing this Sublease as of the date stated in the introductory
clause hereof.





PDI, INC., Sublandlord








BY:_____________________________________





NAME:
__________________________________





TITLE:__________________________________








MD-X
SOLUTIONS, INC., Subtenant











BY:_____________________________________


Ronald Davi


Chief Executive
Officer


17


EXHIBIT
A





SUBLEASED
PREMISES








1


EXHIBIT
B





PRIME
LEASE





1


EXHIBIT
C





FURNITURE AND
FIXTURES





1


EXHIBIT
D





LANDLORD’S CONSENT TO
SUBLEASE








THIS CONSENT TO SUBLEASE ("Consent
Agreement") dated as of _________________, 2007, is made with reference to that
certain sublease (the "Sublease") dated April ___, 2007 by and between PDI, INC.
(Tenant") and MD-X SOLUTIONS, INC. ("Sublessee"), and is entered into between
the foregoing parties and VRS SADDLE RIVER LLC ("Landlord"), having an address
c/o Kwartler Associates, Inc., 2 North Street, Waldwick, New Jersey 07463 with
reference to the following facts:





A.           Landlord
and Tenant are the parties to that certain master lease (the "Master Lease")
dated as of November 20, 2003, respecting certain premises ("Premises") known as
Suite(s) 300, located in the building ("Building") located at One Route 17
South, Saddle River, New Jersey.





B.           Tenant
and Sublessee wish to enter into the Sublease respecting the portion of the
Premises described therein (the "Sublease Premises").





C.           The
Master Lease provides that Tenant may not enter into any sublease without
Landlord's prior written approval.





D.           Tenant
and Sublessee have herewith presented the fully-executed Sublease to Landlord
for Landlord's approval, and Landlord is willing to approve the same, upon all
of the terms and conditions hereinafter appearing.





NOW, THEREFORE, for good and valuable
consideration, the parties hereto agree as follows:





1.           Neither
the Master Lease, the Sublease nor this Consent Agreement shall be deemed to
grant Sublessee any rights whatsoever against Landlord.  Sublessee
hereby acknowledges and agrees that its sole remedy for any alleged or actual
breach of its rights in connection with the Sublease Premises shall be solely
against Tenant.





2.           This
Consent Agreement shall not release Tenant from any existing or future duty,
obligation or liability to Landlord, pursuant to the Master Lease, nor shall
this Consent Agreement change, modify or amend the Master Lease in any
manner.  This Agreement shall not be deemed Landlord's consent to any
further subleases.





3.           (a)           In
the event of Master Lease Termination (as hereinafter defined) prior to the
termination of the Sublease, at Landlord's option, Sublessee agrees to attorn to
Landlord and to recognize Landlord as Sublessee's Landlord under the Sublease,
and Landlord agrees to recognize Sublessee as Landlord’s tenant, upon the terms
and conditions and at the rental rate specified in the Sublease, and for the
then remaining term of the Sublease, except that Landlord shall not be bound by
any provision of the Sublease which in any way increases Landlord's duties,
obligations or liabilities to Sublessee beyond those owed to Tenant under the
Master Lease.  Sublessee agrees to execute and deliver at any time and
from time to time, upon the request of Landlord, any instruments which may be
necessary or appropriate to evidence such attornment.  Landlord shall
not (i) be liable to Sublessee for any act, omission or breach of the Sublease
by Tenant, (ii) be subject to any offsets or defenses which Sublessee might have
against Tenant, (iii) be bound by any rent or additional rent which Sublessee
might have paid in advance to Tenant, except to the extent Tenant has turned
over such advance rent to Landlord, (iv) be bound to honor any rights of
Sublessee in any security deposit made with Tenant except to the extent Tenant
has turned over such security deposit to Landlord.  Tenant hereby
agrees that in the event of Master Lease Termination, Tenant shall immediately
pay or transfer to Landlord any security deposit, rent or other sums then held
by Tenant.





(b)           "Master
Lease Termination" means any event, which by voluntary or involuntary act or by
operation of law, might cause or permit the Master Lease to be terminated,
expired, canceled, foreclosed against, or otherwise come to an end, including
but not limited to (i) a default by Tenant under the Master Lease of any of the
terms or provisions thereof, (ii) foreclosure proceedings brought by the holder
of any mortgage or trust deed to which the Master Lease is subject; or (iii) the
termination of Tenant's leasehold estate by dispossession proceeding or
otherwise.





(c)           In
the event of attornment hereunder, Landlord's liability shall be limited to
matters arising during Landlord's ownership of the Building, and in the event
that Landlord (or any successor owner) shall convey or dispose of the Building
to another party, such party shall thereupon be and become Landlord hereunder
and shall be deemed to have fully assumed and be liable for all obligations of
this Consent Agreement or the Sublease to be




1


performed
by Landlord which first arise after the date of conveyance, including the return
of any security deposit, and Tenant shall attorn to such other party, and
Landlord (or such successor owner) shall, from and after the date of conveyance,
be free of all liabilities and obligations hereunder not then
incurred.  The liability of Landlord to Sublessee for any default by
Landlord under this Consent Agreement or the Sublease after such attornment or
arising in connection with Landlord's operation, management, leasing, repair,
renovation, alteration, or any other matter relating to the Building or the
Sublease Premises, shall be limited to the interest of the Landlord in the
Building (and proceeds thereof).  Under no circumstances shall any
present or future general partner of Landlord (if Landlord is a partnership)
have any liability for the performance of Landlord's obligations under this
Consent Agreement or the Sublease.





4.           In
addition to Landlord's rights under Section 3 hereof, in the event Tenant is in
default under any of the terms and provisions of the Master Lease, Landlord may
elect to receive directly from Sublessee all sums due or payable to Tenant by
Sublessee pursuant to the Sublease, and upon receipt of Landlord's notice,
Sublessee shall thereafter pay to Landlord any and all sums becoming due or
payable under the Sublease and Tenant shall receive from Landlord a
corresponding credit for such sums against any payments then due or thereafter
becoming due from Tenant.  Neither the service of such written notice
nor the receipt of such direct payments shall cause Landlord to assume any of
Tenant's duties, obligations and/or liabilities under the Sublease, nor shall
such event impose upon Landlord the duty or obligation to honor the Sublease,
nor subsequently to accept Sublessee's attornment pursuant to Section 3(a)
hereof.





5.           Sublessee
hereby acknowledges that it has read and has knowledge of all of the terms,
provisions rules and regulations of the Master Lease and agrees not to do or
omit to do anything which would cause Tenant to be in breach of the Master
Lease.  Any such act or omission by Sublessee shall also constitute a
breach of this Consent Agreement and shall entitle Landlord to recover any
damage, loss, cost or expense which it thereby suffers, from Sublessee, whether
or not Landlord proceeds against Tenant.





6.           In
the event of any litigation between the parties hereto with respect to the
subject matter hereof, the unsuccessful party agrees to pay the successful party
all costs, expenses and reasonable attorney's fees incurred therein by the
successful party, which shall be included as a part of the judgment therein
rendered.





7.           This
Consent Agreement shall be binding upon an inure to the benefit of the parties'
respective successors and assigns, subject to all agreements and restrictions
contained in the Master Lease, the Sublease and herein with respect to
subleasing, assignment, or other transfer.  The agreements contained
herein constitute the entire understanding between the parties with respect to
the subject matter hereof, and supersede all prior agreements, written or oral,
inconsistent herewith.  No amendment, modification or change therein
will be effective unless Landlord shall have given its prior written consent
thereto.  This Consent Agreement may be amended only in writing,
signed by all parties hereto.





8.           Notices
required or desired to be given hereunder shall be effective either upon
personal delivery, upon delivery by a nationally recognized overnight delivery
service or three (3) days after deposit in the United States mail, by certified
mail, return receipt requested, addressed to the Landlord at the address set
forth above, or to Tenant or Sublessee at the address of the Premises or of the
Sublease Premises, respectively.  Any party may change its address for
notice by giving notice in the manner hereinabove provided.





9.           As
a condition to the effectiveness of Landlord's consent to the Sublease, Tenant
agrees to pay Landlord concurrently with Tenant's delivery of an executed
counterpart hereof,  Dollars
($) in
reimbursement of Landlord's reasonable attorneys' fees and administrative
expenses incurred in connection with this Consent Agreement, as additional
rent.  Landlord's acceptance of such fee shall impose no duty on
Landlord to approve or execute the Sublease.  Tenant shall also
promptly pay Landlord any share of bonus rents, or other items required under
the Master Lease in connection with subleases.





10.           Notwithstanding
anything to the contrary set forth herein or elsewhere, if the Master Lease was
guaranteed at the time of execution or at any time prior hereto by any
guarantor, the Landlord may at any time hereafter declare all of its agreements
in this Consent Agreement to be null and void and or no force and effect unless
and until Landlord receives a counterpart of this Consent Agreement indicating
approval thereof by any and all such guarantor(s), and their spouses (if
any).





11.           Tenant
and Sublessee agree to indemnify and hold Landlord harmless from and against any
loss, cost, expense, damage or liability, including reasonable attorney's fees,
incurred as a result of a claim by any person or entity (i) that it is entitled
to a commission, finder's fee or like payment in connection with the Sublease or
(ii) relating to or arising out of the Sublease or any related agreements or
dealings.





12.           Tenant
agrees to hold any and all payments due under the Sublease as a trust fund to be
applied




2


first to
the satisfaction of all of Tenant's obligations under the Master Lease and
hereunder before using any part thereof for any other purpose.





13.           Notwithstanding
anything to the contrary contained in the Sublease or the Master Lease,
Sublessee may assign the Sublease or sublet the whole or any part of the
Sublease Premises to any person or entity, or to any corporation or entity with
which it shall be merged or which shall acquire all or substantially all of the
assets or stock of Sublessee, without Tenant’s or Landlord’s consent, but upon
notice to Tenant and Landlord, provided, however, that in the event of such
merger, consolidation or transfer of all or substantially all of the assets or
stock of Sublessee (i) the successor to Sublessee has a net worth computed in
accordance with generally accepted accounting principles sufficient to meet its
then remaining obligations under this Sublease from and after the effective date
of such transaction, and (ii) proof reasonably satisfactory to Tenant and
Landlord of such net worth shall have been delivered to Tenant and Landlord at
least 10 business days prior to the effective date of any such
transaction.





14.           Notwithstanding
anything to the contrary contained in the Sublease or the Master Lease, any
security interest that Landlord may have in any of the Sublessee’s personal
property shall be automatically subordinated to the security interest, if any,
granted to Sublessee’s lenders from time to time in the ordinary course of
Sublessee’s business.  At Sublessee’s request, Landlord shall execute
a lien waiver, the form of which shall be reasonably satisfactory to Landlord
and Sublessee’s lender(s), waiving such security interest of Landlord in the
collateral described in such lien waiver (which collateral shall exclude any
tenant improvements, any fixtures installed in the Sublease Premises, and any
furniture and fixtures set forth on Exhibit C to the Sublease.





15,           Notwithstanding
anything to the contrary contained in the Sublease, the Master Lease, or herein,
Landlord hereby (i) approves Sublessee’s plans, as set forth in Exhibit E to the
Sublease, and the work to be performed pursuant thereto; and (ii) approves
Sublessee’s signage, as set forth in Exhibit F to the Sublease, and the
installation of such sign pursuant thereto.





IN WITNESS WHEREOF, the following
parties have executed this Consent Agreement as of the date first above
written.





TENANT:





PDI, INC.





By:





Its:








SUBLESSEE:





MD-X SOLUTIONS, INC.








By:


Ronald Davi, Chief Executive
Officer

















LANDLORD:





VRS SADDLE RIVER LLC








By:





Its:











3


EXHIBIT
E





SUBTENANT’S
PLANS


1


EXHIBIT
F





SUBTENANT’S
SIGNAGE





1