EXHIBIT 10.20(B)  Execution Copy  CONSENT TO SUBLEASE  This
Consent to Sublease (this Agreement) is
executed as of April 2, 2004 between the Multi-Employer Property Trust, a
trust organized under 12 C.F.R. Section 9.18 (Landlord),
Systems & Computer Technology Corporation, a Delaware corporation (Tenant) and Cephalon, Inc., a Delaware corporation (Subtenant).  RECITALS:  A.Tenant
and Landlord are parties to a certain Office Lease dated October 19, 1998,
between the Landlord and the Tenant, as amended by a certain Fist Amendment to
Lease dated June 3, 1999 (as amended, the Lease),
under which Landlord is leasing to Tenant approximately 73,904 rentable square
feet (the Premises) on the first, second
and third floors of the building located at 41 Moores Road, Frazer,
Pennsylvania, commonly known as Westbrook Corporate Center. Capitalized terms
used herein but not defined shall be given the meanings assigned to them in the
Lease.  B.Tenant
desires to sublet the entire Premises to Subtenant, and Subtenant desires to
assume all of Tenants obligations under the Lease, subject to the terms and
conditions contained herein.  AGREEMENTS:  For
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:  1.Consent. Subject to the terms and
conditions contained in this Agreement, Landlord hereby consents to the
subletting by Tenant of the Premises to Subtenant pursuant to a certain
Sublease dated as of March 1, 2004 between Tenant and Subtenant, the exact
form of which is attached hereto as Exhibit A (the Sublease). Nothing
contained herein shall be deemed to constitute a release of the Tenant from any
of its obligations under the Lease, and Tenant shall remain fully liable for
the payment and performance of all of its obligations under the Lease. Landlords
consent contained herein shall not waive its rights as to any subsequent
assignment, sublease or other transfer.  2.Permitted Use.  Landlord herby agrees that the Permitted Use,
as defined in Section 1.27 of the Lease, permits Tenant to use the
Premises for general and executive office uses and any other uses incidental
thereto, including, but not limited to, a pantry for the exclusive use of
Tenants employees (which pantry may contain a microwave, refrigerator, and
table and chairs), a cafeteria for the exclusive use of Tenants employees, and
a training facility for the exclusive use of Tenants employees. Landlord
acknowledges that a cafeteria is currently constructed in the Building adjacent
to the Premises and hereby agrees that, subject to the Landlords approval
rights under the Lease, Tenant may construct a similar cafeteria in the
Premises.


3.No Obligations Created. Each of the
parties to this Agreement agree and acknowledge that Landlord shall have no
obligation or liability under the terms of the Sublease. Without limiting the
generality of the foregoing, Landlord shall have no liability (and shall not be
bound by) any modifications, deletions or waivers of any provision of the Lease
which Landlord has not agreed to specifically in writing. Additionally,
Landlord shall have no obligation to give notice of any default under the Lease
except to Tenant (and only to the extent required under the Lease) and shall
have no obligation to deal with any party other than Tenant with respect to the
Lease or the Premises. Nothing in this Agreement or otherwise shall create
privity of estate between Landlord and Subtenant, and Subtenant irrevocably
waives any claims based on, or alleged to have arisen from, such an estate.
Subtenant hereby releases, acquits and forever discharges Landlord and its
agents, employees, officers, directors, partners and affiliates from any and
all claims, liabilities and obligations arising out of or in any way related to
the Sublease which Subtenant or any party claiming by, through or under
Subtenant now has or may ever have in the future against Landlord or any of
such other parties. Subtenant acknowledges that Landlord would not have entered
this Agreement without such release.  4.Indemnification. To the fullest
extent allowed by law, Subtenant shall indemnify, defend and hold harmless
Landlord from and against any and all loss, liability, reasonable attorneys
fees, expenses and claims arising out of any injury to person or damage to
property on or about the Premises caused by any act or omission of Subtenant,
its agents, servants, contractors, employees or invitees. The foregoing
indemnification is supplemental and in addition to any indemnification
contained in the Lease and Sublease.  5.Condition of Subleased Premises.
Landlord makes no representations or warranties, express or implied, concerning
the condition of the Premises, and, subject to the Sublandlords obligations
under the Sublease, Subtenant accepts the Premises in their AS-IS condition as of the date hereof.  6.Subordination. Tenant hereby
subordinates to the interest of Landlord any statutory lien, contractual lien,
security interest or other rights which Tenant may claim with respect to any
property of Subtenant.  7.Termination/Expiration of Lease.
The Sublease and all rights of the Subtenant thereunder are subject and
subordinate to the Lease. Upon the expiration or the early termination of the
term of the Lease while the Sublease is in effect, the Sublease and the term
and estate thereby granted shall, at Landlords election, expire and come to an
end as of the effective date of such expiration or early termination, and
Subtenant shall vacate and surrender the Premises in accordance with the terms
and provisions of the Lease on or before such date. In case of failure of
Subtenant to so vacate and surrender, Landlord shall be entitled to all the
rights and remedies which are available to a Landlord against a tenant holding
over after the expiration or earlier termination of a term, in addition to the
rights and remedies which are available to Landlord under the Lease in the
event that Tenant holds over after the expiration or earlier termination of the
term of the Lease. In the event of the expiration or earlier termination of the
term of the Lease as set forth above, and in the event that Landlord in its
sole discretion does not so elect to have the term and estate granted by the
Sublease expire, Landlord shall take over all of the right,  2


title and interest of
Tenant as sublandlord under the Sublease, and Subtenant shall, at Landlords
sole option, attorney to Landlord pursuant to the then executory provisions of
the Sublease, except that Landlord shall not be (i) liable for any
previous act or omission of Tenant under the Sublease, (ii) subject to any
credit, offset, claim, counterclaim, demand or defense which Subtenant may have
against Tenant, (iii) bound by any previous modification of the Sublease
or by any previous prepayment of more than one (1) months rent, (iv) bound
by any covenant of Tenant to undertake or complete any construction of the
Premises or any portion thereof, (v) required to account for any security
deposit of Subtenant other than any security deposit actually delivered to
Landlord, (vi) bound by any obligation to make any payment to Subtenant or
grant any credits, except for services, repairs, maintenance and restoration
provided for under the Sublease to be performed after the date of such
attornment, (vii) responsible for any monies owing by Landlord to the
credit of Tenant or (viii) required to remove any person occupying the
Premises or any part thereof.  8.Conditions Precedent. Subtenants
delivery to Landlord of the following item(s) on or before March 29, 2004
shall be conditions precedent to the effectiveness of this Agreement: (a) $500.00
from Tenant, representing Landlords fee for reviewing the Sublease and
processing this Consent, including Landlords attorneys fees incurred in
connection with the Sublease and this Agreement, and (b) certificate(s) of
insurance from Subtenant satisfying all the requirements of the Lease, except
that any insurance policies required under Paragraph 4.14 of the Lease may be
with companies having a Bests rating of A-NIII or better, rather than ANIII as
required under the Lease (provided that such exception shall apply only to the
Subtenant and not to the Tenant). Such certificates shall name the following
landlord parties as additional insureds:  The
Multi-Employer Property Trust c/o
Kennedy Associates Real Estate Counsel, Inc. Attention:
Senior Vice President, Asset Management 1215
Fourth Ave., 2400 Financial Center Seattle,
W A 98161  Kennedy
Associates Real Estate Counsel, Inc. Attention:
Senior Vice President, Asset Management 1215
Fourth Ave., 2400 Financial Center Seattle,
WA 98161  Trammell
Crow Company 101
West Elm Skeet, Suite 400 Conshohocken,
Pennsylvania 19428-2009  9.Limitation of Liability. In
addition to any other limitations of Landlords liability as contained in the
Lease, the liability of Landlord to either Tenant or Subtenant for any default
by Landlord under the terms of the Lease shall be limited to such partys
actual direct, but not consequential, damages therefore and shall be
recoverable only from the interest of Landlord in the building in which the
Premises are located and any insurance proceeds for the Building received by
Landlord, and neither Landlord nor any principal or affiliate of Landlord shall
be personally liable for any deficiency.  3


10.Brokerage.  Neither Tenant nor Subtenant has dealt with
any broker or agent in connection with the negotiation or execution of the
Sublease, except GV A Smith Mack representing Tenant and Julien J. Studley
representing Subtenant (collectively, the Named Brokers).
In no event shall Landlord be liable for any leasing or brokerage commission
with respect to the negotiation and execution of the Sublease or this Agreement.
Tenant and Subtenant shall each jointly and severally indemnify, defend and
hold Landlord harmless from and against all costs, expenses, attorneys fees
and other liability for commissions or other compensation claimed by any broker
or agent (including, but not limited to, the Named Brokers) claiming the same
by, through or under the indemnifying party with respect to the Sublease or
this Agreement.  11.Notices. All notices and other communications given pursuant
to the Lease and this Agreement shall be in writing and shall be given in the
manner provided in the Lease, except that Landlords Designated Notice Address
is amended to read as follows:  Landlords Designated Notice Address:  The Multi-Employer Property Trust c/o Kennedy Associates Real Estate Counsel, Inc. Attention: Director of Asset Management 1215 Fourth Ave., 2400 Financial Center Seattle, WA 98161 Facsimile: 206-682-4769  with a copy to:  The Multi-Employer Property Trust c/o Kennedy Associates Real Estate Counsel, Inc. Attn: Vice President, Asset Management 7315 Wisconsin Avenue, Suite 350 West Bethesda, MD 20814 Facsimile: 301-656-9339  with a copy to:  Riggs Bank N.A., as trustee of the Multi-Employer Property Trust 808 17th St. N.W., 7th Floor Washington, D.C., 20006 Attn: Pat Mayberry Facsimile: 202-835-6887  4


with a copy to:  Trammell Crow Company 101 West Elm Skeet. Suite 400 Conshohocken, Pennsylvania 19428-2009 Facsimile: 484-530-4601  and with a copy to:  Robert C. Zinnershine, Esq. Seyfarth Shaw World Trade Center East Two Seaport Lane, Suite 300 Boston. MA 02210 Telecopy No.: 617-946-4801  12.Ratification. Tenant and Subtenant hereby ratify and confirm
their respective obligations under the Lease, and represent and warrant to Landlord
that, as of the date hereof, they have no defenses thereto. Additionally,
Tenant, and Subtenant further confirm and ratify that, as of the date hereof, (a) the
Lease is and remains in good standing and in full force and effect and, except
as set forth above, has not been amended or modified, and (b) neither of
such parties has any claims, counterclaims, set-offs or defenses against
Landlord arising out of the Lease or in any way relating thereto or arising out
of any other transaction between Landlord, Tenant or Subtenant.  13.Binding Effect; Governing Law. Except as modified hereby,
the Lease shall remain in full effect and this Agreement shall be binding upon
Landlord, Tenant, and Subtenant and their respective successors and assigns. If
any inconsistency exists or arises between the terms of this Agreement and the
terms of the Lease, the terms of this Agreement shall prevail. This Agreement
shall be governed by the laws of the state in which the Premises are located.  14.Amendment; Entire Agreement. This Agreement shall not be
amended or modified except by an instrument in writing signed by all the
parties hereto and this Agreement contains all of the agreements,
understandings, representations and warranties of the parties with respect to
the subject matter hereof.  15.Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which
shall constitute one document.  <REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK.>  5


EXECUTED as of the date
first written above.  LANDLORD:
  Multi-Employer
  Property Trust,a trust
  organized under 12 C.F .R. Section 9.18By:
  /s/ James R.
  LandauName:
  James R. LandauIts:
  Vice PresidentTENANT:
  Systems &
  Computer Technology CorporationBy:
  /s/ Eric HaskellName:
  Eric HaskellTitle:
  Executive Vice
  President & CFOSUBTENANT:
  Cephalon, Inc.By:
  /s/ J. Kevin
  BuchiName:
  J. Kevin BuchiTitle:
  Sr. Vice
  President & CFO


EXHIBIT A  LOCATION:  Westbrook
Corporate Center 41 Moores
Road Frazer,
PA  SUBLEASE  THIS
SUBLEASEis dated as of the 1st day of March, 2004 (the Sublease), between:  Systems &
Computer Technology Corporation,a Delaware corporation (Sublandlord)  and  Cephalon, Inc.,a Delaware corporation (Subtenant)  RECITALS  Master
  Landlord:
  
  Riggs &
  Company, a division of Riggs Bank NA as trustee of the Multi-Employer
  Property TrustBuilding:
  
  Westbrook
  Corporate Center; Consisting of approximately 187,653 rentable square feet of
  space.Subleased
  Premises:
  
  Consisting of approximately 73,904 rentable square feet of space
  within the Building, as further described on the Floor Plans attached hereto
  as Exhibit A (hereinafter referred to as the Subleased Premises).   Subtenants Proportionate Share:  39.38% (calculated by dividing the 73,904
rentable square feet of space of the Subleased Premises by the 187,653 rentable
square feet of space of the Building).  Whereas, Master Landlord, as landlord, and
Sublandlord, as tenant, entered into a certain lease dated as of October 19,
1998 (the Original Lease), as amended by that certain First Amendment to
Lease dated June 3, 1999 (the First Amendment and together with the
Original Lease, the Master Lease) for the Leased Premises.  A copy of the Master Lease is attached hereto
as Exhibit B.  Terms used in this
Sublease and not otherwise defined shall have the meanings ascribed to them in
the Master Lease.  Whereas, Subtenant has agreed to sublease the
Subleased Premises from Sublandlord under the terms and conditions set forth in
this Sublease.


NOW THEREFORE, in
consideration of the foregoing and of the mutual promises hereinafter contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:  ARTICLE 1 INCORPORATION OF MASTER LEASE  1.01Incorporation
of Master Lease.  Except to the
extent otherwise provided in this Sublease, the terms and conditions of the
Master Lease are hereby incorporated into this Sublease, with necessary
modifications as to context.  All defined
terms used in this Sublease but not defined in this Sublease shall have the
meanings set forth in the Master Lease. 
In the case of any inconsistency between a provision of this Sublease
and a provision of the Master Lease, this Sublease shall prevail unless otherwise
stated.  1.02Binding
Effect of Master Lease. 
Subtenant agrees for the benefit of Sublandlord and the Master Landlord
to abide by and perform all of the terms and provisions of the Master Lease as
applicable to the Subleased Premises, except as otherwise expressly provided by
this Sublease.  Subtenant shall not
commit, nor allow by any party for whom Subtenant is legally responsible to
commit, any act or omission which shall violate any term or condition of the
Master Lease.  1.03Maintenance
of Master Lease.  Sublandlord
agrees to maintain the Master Lease and all covenants contained therein in full
force and effect during the Term, subject however, to any earlier termination
of all or any part of the Master Lease without the fault or voluntary acts or
omissions of Sublandlord.  If the Master
Lease is terminated for any reason, then this Sublease shall terminate when and
to the extent such Master Lease terminates. 
Sublandlord may assign, transfer or convey this Sublease and in such
event, Sublandlord shall provide Subtenant with written notice of any such
assignment, transfer or conveyance. 
Unless an Event of Default has occurred hereunder that has not been
cured to Sublandlords satisfaction, during the Term Sublandlord shall not
terminate, or cause to be terminated, the Master Lease without first obtaining
Subtenants prior written consent.  1.04Obligations
of Master Landlord.  Subtenant
agrees that no failure or delay on the part of Master Landlord to supply any
service, make repairs or take any other action required under the Master Lease
shall constitute a default or breach by Sublandlord of this Sublease or give
rise to a claim against Sublandlord for damages.  To the extent that Master Landlord fails to
perform its obligations under the Master Lease, Sublandlord shall be relieved
of its obligations hereunder, except that Sublandlord shall at all times use
commercially reasonable efforts and due diligence in attempting to enforce the
Master Lease and Sublandlord shall commence litigation or arbitration to
enforce the Master Lease promptly following receipt of written instructions to
do so from Subtenant.   Subtenant hereby
agrees to indemnify, protect and hold Sublandlord harmless in and from any such
litigation or arbitration and to reimburse Sublandlord for any costs associated
therewith.  8


1.05Approval
by Master Landlord of this Sublease.This Sublease and the parties rights and obligations hereunder are
subject to the written consent of the Master Landlord, as required under the Master
Lease.  This Sublease shall be null and
void and of no further force or effect, and neither Sublandlord nor Subtenant
shall have any liability to the other whatsoever, should the Master Landlord
fail to give such consent to this Sublease, or require conditions to this
Sublease to which Sublandlord, Subtenant, or both, are unwilling to accept.  1.06Approvals
of Master Landlord.Throughout
this Sublease, where reference is made to approvals by the Sublandlord, such
approvals, if required by the Master Lease, shall include approvals by the
Master Landlord.  Master Landlord shall
also, under the terms of the Master Lease, review and approve all plans for any
renovation to the Subleased Premises. 
Sublandlord shall respond to Subtenants request for approvals within
the time limits proscribed herein, provided, however, Sublandlord shall be
excused from any failure to comply with such time limits if such failure is
solely attributable to Master Landlords delay in reviewing or approving
documents or plans.  Sublandlord shall
not have any liability hereunder as a result of Master Landlords failure to
prosecute its review and approval in a timely manner.  1.07Enforcement
of Master Lease by Sublandlord.  Sublandlord acknowledges that Subtenant has
entered into a direct lease with Master Landlord for the balance of the space
within the Building (Subtenants Direct Lease) and that the terms and
conditions of Subtenants Direct Lease differ in certain regards from the terms
and conditions of the Master Lease.  As
such, Sublandlord hereby agrees that unless and until such time Master Landlord
threatens or asserts a default or other enforcement (including, but not limited
to the collection by Master Landlord of rents, additional rents, fees or other
items of monetary value) of the Master Lease against Sublandlord, whether
orally or in writing, which determination of threat or assertion shall be made
in Sublandlords sole discretion, Sublandlord agrees that, in accordance with
the terms set forth more fully below, it will not affirmatively enforce the
following provisions of the Master Lease against Subtenant:  a.The calculation of
Subtenants Proportionate Share of Operating Costs.  In the event Master Landlord calculates the
Operating Costs for the Building and the Subleased Premises in accordance with
Subtenants Direct Lease and does not bill or charge Sublandlord for such costs
in any other manner, whether during or after the Term, Sublandlord will not
seek to collect the payment of Subtenants Proportionate Share in accordance
with the method for the calculation of Operating Costs set forth in the Master
Lease.  b.Provided Subtenant delivers to Sublandlord the
Master Landlords prior written consent to any signage installations desired by
Subtenant and upon the expiration or sooner termination of this Sublease
Subtenant restores the Building and the Subleased Premises in accordance with
the terms of Paragraph 4.24 of the Master Lease, Sublandlord shall not seek to
enforce such Paragraph 4.24 of the Master Lease.  c.For the
purposes of this Sublease, the relationship between Subtenant and Sublandlord,
and in the absence of enforcement by Master Landlord as described  9


above,
Exhibit E to the Master Lease shall be revised as follows and incorporated
herein by reference:  In Rule 2, the word reasonably is hereby
inserted between the words Landlord and objects.  In Rule 7, the phrase which consent shall not
be unreasonably withheld, conditioned or delayed, is hereby inserted after the
phrase it shall first obtain Landlords consent.  The second to last sentence of Rule 8 is hereby
deleted in their entirety.  Rule 14 is hereby revised such that the first
sentence is deleted in its entirety and the following inserted in its place, Tenant
shall close and lock the doors of its Premises and entirely shut off all water
faucets at the close of business each day.  In Rule 21, the word reasonably is hereby
inserted between the words shall and cooperate.  In Rule 22, the words reasonably exercised
are hereby inserted between the words judgment and is.  In Rule 24 the words except for in the
cafeteria and are hereby inserted between the words Tenant, and except and
the phrase or toasting is hereby deleted.  In Rule 27, the word reasonably is hereby
inserted between the words regulations and established.  Rule 33 is hereby deleted in its entirety.  Anything
in this Paragraph 1.07 notwithstanding, Sublandlord shall not be prevented from
enforcing any other term of this Sublease or the Master Lease, as incorporated
herein, against Subtenant.  In the event
Master Landlord enforces any of the provisions the Master Lease set forth above
in this Paragraph 1.07 against Sublandlord, Subtenant shall indemnify, protect
and hold Sublandlord harmless against such enforcement action and shall be
responsible for compliance with the Master Lease in accordance with its terms,
including the payment of any monetary damages asserted by Master Landlord and
the alteration or restoration of the Subleased Premises to cause conformity
with the Master Lease.  10


ARTICLE 2 SUBLEASED PREMISES  2.01Subleased
Premises.Sublandlord hereby
leases to Subtenant, and Subtenant hereby leases from Sublandlord, the
Subleased Premises.  2.02Building
Common Areas.To the extent
Sublandlord has rights under the Master Lease, Subtenant shall also have the
right, in common with others, to reasonable use of the common areas of the Land
and the Building, including, without limitation, parking, elevators, corridors,
restrooms and walkways, to the extent permitted and subject to the rules imposed
by Master Landlord under the Master Lease.  2.03Condition
Precedent. Without limitation to other conditions or agreements stated
herein, all obligations of Subtenant under this Sublease, including, without
limitation, Subtenants obligation to sublease the Subleased Premises, is
subject to the condition that, within 10 days of the date of this Sublease,
Sublandlord and Alternative Resources Corporation (ARC) shall have entered
into an agreement (the ARC Termination Agreement) whereby (a) ARC agrees
to vacate, on or before May 1, 2004, the portion of the Subleased Premises
currently subleased by ARC and consisting of approximately 6,703rentable square feet on the first floor of the Building
(the ARC Space), and (b) ARC and Sublandlord agree to terminate the
sublease agreement for the ARC Space.  If
Sublandlord fails to obtain the ARC Termination Agreement within 10 days of the
date of this Sublease, Subtenant shall have the option of terminating this
Sublease by providing written notice of such intention to Sublandlord at any
time prior to the Sublease Commencement Date. 
In the event Subtenant has failed to provide such notice of termination
and the ARC Space has not been vacated by the Sublease Commencement Date, the
Subleased Premises shall be deemed to exclude the ARC Space and Subtenants
Proportionate Share and Base Rent shall be reduced accordingly until such time
that the ARC Space is made available for Subtenants use and enjoyment.  If obtained, Sublandlord hereby agrees to
diligently enforce the ARC Termination Agreement and prosecute the terms
thereof for the benefit of Subtenant.  ARTICLE 3 TERM  3.01Term.The term of this Sublease (Term) shall
commence as of March 1, 2004 (the Sublease Commencement Date), and shall
expire on February 28, 2007.  3.02Extension
of Term.Provided that no uncured event of default shall exist as of either (i) the
date of exercise of the Extension Option, as defined below, or (ii) the
commencement of any renewal term, Subtenant shall have two (2) options
to extend the Term of this Sublease for an additional period of one (1) year
each.  The first renewal term, if
exercised, shall commence on March 1, 2007 and expire on February 28,
2008 and the second renewal term, if exercised, shall commence on March 1,
2008 and expire on February 28, 2009 (each an Extension Option).  Each Extension Option shall be exercised by
Tenant, if at all, by providing Sublandlord with written notice no more than
twelve (12) months and no less than nine (9) months prior to the
commencement date of  11


the
corresponding renewal term.  Any holdover
or extension beyond the then current term shall be without the consent of the
Sublandlord and any costs, penalties, or actions otherwise taken by the Master
Landlord shall be at the sole cost and expense of the Subtenant.  ARTICLE 4 RENT  4.01Base
Rent.    For and during the Term,
as extended by the renewal terms, if exercised, Subtenant shall pay to
Sublandlord as base rent (Base Rent) for the Subleased Premises, the
following amounts, which shall be paid in advance on the first day of each and
every calendar month:  Period
  
  Monthly Rent
  
  Annual Rent
  
  Rent Per RSF3/1/04 to 2/28/05
  
  [**]
  
  [**]
  
  [**]3/1/05 to 2/28/06
  
  [**]
  
  [**]
  
  [**]3/1/06 to 2/28/07
  
  [**]
  
  [**]
  
  [**]3/1/07 to 2/28/08
  
  [**]
  
  [**]
  
  [**]3/1/08 to 2/28/09
  
  [**]
  
  [**]
  
  [**]  Notwithstanding the foregoing, the initial
installment of Base Rent due hereunder shall not be required to be paid in
advance, but rather shall be paid within five (5) days following
Sublandlords delivery of Master Landlords consent to this Sublease to
Subtenant.  4.02Late
Charge.  If Subtenant fails to make any payment of Base
Rent, Additional Rent (as defined below) or other amount when due under this
Sublease, Subtenant shall also pay a late charge equal to five percent (5%) of
the amount of any such payment. 
Sublandlord and Subtenant agree that this charge compensates Sublandlord
for the administrative costs caused by the delinquency.  The parties agree that Sublandlords damage
would be difficult to compute and the amount stated in this Paragraph
represents a reasonable estimate of such damage.  Assessment or payment of the late charge
contemplated in this Paragraph shall not excuse or cure any Event of Default or
breach by Subtenant under this Sublease or impair any other right or remedy
provided under this Sublease or under law.  4.03Prorated
Rent.  In
the event this Sublease commences or ends on some date other than the first or
last day of the month, said commencement or termination months rent shall be
prorated on the basis of a 30-day month to reflect the actual period of
the subtenancy.  4.04Payment
of Rent.Except as expressly provided for in this Sublease, all Base Rent and
other sums due to Sublandlord under this Sublease shall be payable in advance
on the first day of each calendar month and shall be made payable to SCT Corp.
and forwarded to Four Country View Road, Malvern, PA 19355 Attn:  Facilities Dept. or to such other address as
Sublandlord may otherwise designate in writing.  
 ** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.   12


ARTICLE 5 ADDITIONAL RENT  5.01Additional Rent.The term, Rent
as used in this Sublease, unless otherwise stated,  shall
mean Base Rent and all additional amounts payable by the Subtenant hereunder (Additional
Rent) collectively, and Sublandlord shall have all rights and remedies for
non-payment of Additional Rent amounts as for non-payment of Base Rent.  All payments of Additional Rent shall be due
together with the next installment of Base Rent falling due after Sublandlord
delivers an invoice to Subtenant for the same.  a.Operating Costs.Commencing
on the date hereof, Subtenant shall pay, as Additional Rent, Subtenants
Proportionate Share of Operating Costs (as defined in the Master Lease) in
accordance with the terms of Paragraph 3.4 of the Master Lease.  Notwithstanding the foregoing, for purposes
of this Sublease, the Base Year for Operating Costs shall be 2004 and Subtenant
shall be responsible for its Proportionate Share of Operating Costs to the
extent they exceed such Base Year.  b.Additional
Electricity and Other Services.  Beginning on the date
hereof,Subtenant shall be responsible
for the payment, as Additional Rent, of any after hour utility usage and for
such additional services requested by Subtenant in accordance with the terms of
the Master Lease and Master Landlords rules and regulations applicable to
the Building.  5.02Electricity
Usage.  Beginning on the Sublease Commencement Date,Subtenant shall pay Sublandlord (at Sublandlords
actual cost), as Additional Rent, for all electricity consumed in the Subleased
Premises.  Electricity consumption in the
Subleased Premises will be determined by separate meters to be installed.  Notwithstanding the foregoing, the parties
acknowledge that Operating Costs include charges for electricity consumed in
the common areas of the Building, as prorated among the tenants in the
Building.  Such payment for separately
submetered electricity shall be made as Additional Rent.  ARTICLE 6  USE AND CONDITION
OF SUBLEASED PREMISES; SURRENDER  6.01Use.  Subtenant
shall use the Subleased Premises for only those purposes permitted by the
Master Lease and for no other use or purpose without the prior written consent
of Sublandlord, which shall not be unreasonably withheld, and the prior written
consent of  Master Landlord.  Subtenant shall not conduct any activities in
the Subleased Premises nor undertake a change of the use of the Subleased
Premises after the Sublease Commencement Date which would increase Sublandlords
risks, liabilities (in relation to hazardous substances or otherwise) or
insurance rates, without first obtaining Sublandlords consent in writing, and
shall not commit waste or nuisance on the Subleased Premises.  The Sublandlord makes no representation or
warranty as to the suitability of the Subleased Premises for Subtenants
intended use.  Subtenant shall, at its
own cost and expense, obtain and maintain any and all licenses, permits, and
approvals  13


necessary
or appropriate for its use, occupation and operation of the Subleased Premises;
provided, however, Sublandlord, at no additional cost to Sublandlord, shall
cooperate with Subtenant in obtaining such licenses, permits and approvals.  Subtenants inability to obtain or maintain
any such license, permit or approval necessary or appropriate for its use,
occupation or operation of the Subleased Premises shall not relieve it of its
obligations under this Sublease, including the obligation to pay Rent.  6.02Subtenant
Improvements.Subtenant
shall make no alterations, improvements or renovations to the Subleased
Premises, including, without limitation, the installation of any equipment or
facilities that would utilize excessive amounts of electricity, without the
prior written approval of Sublandlord, which approval Sublandlord agrees shall
not be unreasonably withheld, conditioned or delayed, the prior written
approval of Master Landlord and the payment of any fees or costs required by
the Master Lease.  If Sublandlord fails
to respond to Subtenants request for approval within fifteen (15) days of
receipt and such delay is not attributable to any delay by Master Landlord in
granting its own approval, Sublandlord shall be deemed to have approved such
request.  All alterations to the Subleased Premises,
regardless of which party constructed them, shall become the property of Master
Landlord and shall remain upon and be surrendered with the Subleased Premises
upon the expiration or earlier termination of this Sublease; provided that,
unless at the time Subtenant requested Sublandlords and Master Landlords
consent to a proposed alteration, Subtenant requested, and Sublandlord and
Master Landlord each agreed in writing, that Subtenant need not remove such
alteration upon the expiration or sooner termination of this Sublease, upon the
expiration or earlier termination of this Sublease, at either Sublandlords or
Master Landlords election and upon notice to Subtenant, Subtenant shall be
required to remove some or all of the alterations as designated in either the
Sublandlords or Master Landlords notice to Subtenant.  6.03Building
Maintenance and Repair.  Subject to the terms of the Master Lease, Master
Landlord shall maintain and repair the common areas of the Building in their
current state of repair, ordinary wear and tear excepted.  Subtenant shall keep  the Subleased Premises  in good order, condition and repair throughout the
Term.  6.04Condition
of Subleased Premises.Subtenant accepts the Subleased Premises as of
the Sublease Commencement Date in their as-is, where-is condition and
acknowledges that Sublandlord has made no representation or warranty as to the
suitability of the Subleased Premises for the conduct of Subtenants
business.  Other than those improvements
to the previously unimproved space within the Subleased Premises (the Unimproved
Space) to be completed in accordance with the Subtenant Improvement Letter
Agreement attached hereto as Exhibit C and made a part hereof, Sublandlord
shall have no obligation or responsibility to install or construct any
alterations, additions, or improvements to the Subleased Premises.  Upon ARCs vacation of the ARC Space,
Subtenant shall have the right, upon at least sixty (60) days prior notice to
Master Landlord and Sublandlord and having obtained Master Landlords prior
written consent, to have the automatic security system on the front and back
entrance doors servicing the west wing of the Building deactivated and to
install, following Master Landlords approval of such system and  14


plans
for its installation, Subtenants own security system at the entrance of the
west wing of the Building, provided that such system does not unreasonably
increase Operating Costs and provided further that Subtenant shall ensure that
Sublandlord, Master Landlord, and Master Landlords Manager continue to have
access to the west wing of the Building and the Subleased Premises as set forth
herein.  If Subtenants security system
includes monitoring services acceptable to Sublandlord and Master Landlord, and
Subtenant ensures that Sublandlord, Master Landlord and Master Landlords
agents have notice under any such monitoring services agreement, Subtenant
shall have the right, upon at least sixty (60) days prior notice to Sublandlord
and Master Landlord and the delivery of Master Landlords written consent to
the same, to have the security system monitoring service currently employed by
Master Landlord discontinued on the west wing of the Building.  If Subtenant exercises this right to
deactivate the security system at the west wing entrance doors upon the
expiration or sooner termination of this Sublease, Subtenant shall, at its
expense, remove the security system installed by it and repair any damage
caused thereby, and if requested by either Sublandlord or Master Landlord at
the expiration of this Sublease, reinstall Master Landlords security locking
system on such doors.  All Subtenant
Improvements shall be the property of Sublandlord and shall remain upon and be
surrendered with the Subleased Premises upon the expiration or earlier
termination of this Sublease unless Sublandlord provides written notice to
Subtenant directing Subtenant to remove such improvements and restore the Subleased
Premises to their condition as of the Sublease Commencement Date.  6.05Compliance
with Laws.During the Term, Subtenant shall, at its expense, comply promptly with
all Governmental Requirements relating to its use, occupancy and operation of
the Subleased Premises.  Subtenant shall
be solely responsible for obtaining or maintaining all permits, licenses and
approvals necessary to the conduct of its business in the Subleased Premises.  Subtenant shall not use or permit the use of
the Subleased Premises in any manner that will tend to create waste or a
nuisance.  Subtenant shall at all times
cause its employees, invitees and licensees to the Subleased Premises to comply
with such reasonable rules and regulations as may be imposed from time to
time by Sublandlord or Master Landlord with respect to use of the common areas
of the Building, and Master Landlords regulations and requirements with
respect to general security and access to the Building and the use of the
common areas.Notwithstanding the foregoing,
during construction of the Subtenant Improvements, the following Rules listed
on Exhibit E of the Master Lease shall be temporarily suspended as to
Subtenants operations within the Unimproved Space and to the extent otherwise
reasonably necessary to accommodate such construction, and Subtenants
performance of these obligations shall be governed instead by the Plans and
Specifications (as such term is defined in Exhibit C to this Sublease)
and by the reasonable requirements imposed by Master Landlords construction
manager: first sentence of Rule 3, solely as it relates to obstructions of
the east wing of the Building, 19, 23, third sentence of Rule 30 (relating
to overnight parking of vehicles) and 33.  6.06Right
of Entry.For the purposes of this Sublease, all references to Landlord in
Paragraph 4.9 of the Master Lease shall be deemed to include both Master
Landlord and Sublandlord.  15


6.07Conduct
of Repairs.Sublandlord shall have no responsibility for
performing any repairs or replacements to the Subleased Premises.  In the event that any repairs or replacements
are required to be made to the Subleased Premises, and such repairs or
replacements are the responsibility of the Master Landlord under the Master
Lease, Subtenant shall notify Master Landlord of such repairs and in accordance
with Paragraph 1.04 of this Sublease, Sublandlord shall seek to enforce Master
Landlords compliance with the Master Lease.  6.08Surrender
of Subleased Premises.Subject to Paragraph 4.10 of the Master
Lease, at the expiration or sooner termination of the Term, Subtenant shall
surrender the Subleased Premises in accordance with the terms and conditions
specified in Paragraph 4.7 of the Master Lease. 
Notwithstanding anything contained in this Sublease or the Master Lease
to the contrary, Subtenant shall not be responsible for any repairs or
restoration required as a result of events occurring or conditions arising
either prior to the Sublease Commencement Date or after the expiration or
earlier termination of this Sublease.  6.09Covenants
of Subtenant.Subtenant shall pay the rent herein reserved,
abide by, observe and perform all of the terms, covenants and conditions of
this Sublease and surrender the Subleased Premises to Sublandlord on the
expiration or sooner termination of this Sublease in the condition required
hereunder.  6.10Hazardous
Substances.Subtenant agrees to comply with Paragraph
4.21 of the Master Lease regarding Hazardous Substances and shall indemnify
Sublandlord and Master Landlord in accordance with the terms thereof.  6.11Furniture.Sublandlord
shall remove all of Sublandlords furniture presently located in the Subleased
Premises on or before March 31, 2004 and Sublandlord shall be entitled to
enter into the Subleased Premises at any time prior to such date in order to
achieve such removal; provided, however, Sublandlord shall not remove any of
the construction inventory currently located in the Unimproved Space or any of
the equipment in the data center, including, without limitation, the racking
and stand-alone HVAC system.  ARTICLE 7 INDEMNITIES  7.01Subtenant.   Subtenant
shall indemnify, protect, defend and hold Sublandlord and Master Landlord and
each of their respective directors, officers, shareholders, employees and
agents (each, a Sublandlord Indemnitee) harmless from and against any
damages, costs and expenses (including reasonable attorneys fees and costs),
claims, actions, causes of action or judgments (collectively, Claims)
incurred, suffered by or claimed against a Sublandlord Indemnitee as a result,
directly or indirectly, of:  16


(a)any personal injury, death or property damage
occurring in, on, or about the Subleased Premises or any part thereof, or
occasioned by any act or omission of Subtenant, its officers, employees,
agents, licensees, contractors or invitees; or  (b)any claims made against a Sublandlord Indemnitee as
a result of breach of this Sublease or the Master Lease by the Subtenant.  Notwithstanding
the foregoing, neither Subtenant nor Subtenants agents shall have any
liability for any indirect or consequential losses suffered by Sublandlord or
Sublandlords Indemnitees.  7.02Sublandlord.Except if
caused by Subtenants negligence or willful misconduct, Sublandlord shall
indemnify, protect and hold Subtenant and its directors, officers,
shareholders, employees and agents (each, a Subtenant Indemnitee) harmless
from and against any Claims incurred, suffered by or claimed against a
Subtenant Indemnitee as a result, directly or indirectly, of:  (a)any negligent act or willful misconduct of
Sublandlord, its officers, employees, agents, licensees, contractors or
invitees; or  (b)any Claims made by Master Landlord against a
Subtenant Indemnitee as a result of breach of this Sublease or the Master Lease
by Sublandlord.  Notwithstanding
the foregoing, neither Sublandlord nor Sublandlords agents shall have any
liability for any indirect or consequential losses suffered by Subtenant or
Subtenants Indemnitees.  ARTICLE 8 INSURANCE AND
CASUALTY  8.01Subtenants
Insurance.  (a)Subtenant shall, at its own expense, obtain and keep
in force during the term of this Sublease all insurance required to be
maintained by Sublandlord as tenant, pursuant to the terms of the Master
Lease.  Such policies shall include a
contractual liability endorsement covering Subtenants obligation under Article 7
and any other indemnification clause set forth herein expressly or by incorporation
of the terms of the Master Lease.  All
liability policies of insurance required to be maintained by Subtenant
hereunder shall name Sublandlord and Master Landlord as additional insureds.  All policies of insurance required to be
maintained by Subtenant hereunder shall include a provision requiring the
insurer to endeavor to notify Sublandlord and Master Landlord at least thirty
(30) days prior to any cancellation or reduction in coverage amounts required
by this Sublease, and shall in all other respects be in accordance with the
terms of the Master Lease. 
Notwithstanding the rating requirements set forth in the Master  17


Lease,
all insurance policies required under this Paragraph shall be with companies
having a Bests rating of A-/VIII or better and which are licensed to do
business in the Commonwealth of Pennsylvania.  (b)As soon as available following the execution of this
Sublease, Subtenant shall deliver to Sublandlord certificates of insurance evidencing
the insurance required by the terms of this Sublease upon standard liability
Acord forms, with separate endorsements as to all required additional
insureds.  Notwithstanding anything in
this Sublease to the contrary, Subtenant shall not be entitled to enter upon or
conduct activities within the Subleased Premises until such evidence of
insurance has been delivered to Sublandlord. 
Such prohibition on Subtenants entry shall in no way suspend, abate or
diminish Subtenants obligations under this Sublease, including the obligation
to pay Rent, while such evidence of insurance is pending.  (c)If Subtenant fails to procure and maintain the
insurance hereunder, Sublandlord may, at its option, procure and maintain the
same and Subtenant shall reimburse Sublandlord on demand for the reasonable
costs of said insurance.  Subtenant
acknowledges that Sublandlord will not carry insurance on Subtenant
furnishings, fixtures or equipment and Subtenant agrees that Sublandlord will
not be obligated to repair any damage thereto or replace the same.  8.02Waiver
of Subrogation.Notwithstanding anything in this Sublease to
the contrary, Master Landlord, Sublandlord and Subtenant hereby each waive and
release the other from any and all Claims or any loss or damage that may occur
to the Land, Building, Subleased Premises, or personal property located
therein, by reason of fire or other casualty regardless of cause or origin,
including the negligence or misconduct of Master Landlord, Sublandlord,
Subtenant, Master Landlords Agents, Sublandlords Agents or Subtenants
Agents, but only to the extent of the insurance proceeds paid to such releasor
under its policies of insurance under Paragraph 8.01 of this Sublease and
Paragraphs 4.14 and 4.15 of the Master Lease or if it fails to maintain the
required policies, the insurance proceeds that would have been paid to such
releasor if it had maintained such policies. 
Each party to this Sublease shall promptly give to its insurance company
written notice of the mutual waivers contained in this subparagraph, and shall
cause its insurance policies to be properly endorsed, if necessary, to prevent
the invalidation of any insurance coverages by reason of the mutual waivers
contained in this subparagraph.  8.03Fire
and Casualty.Subtenant has reviewed the provisions of the
Master Lease concerning the obligation of the Master Landlord to make repairs
and replacements to the Building in case the Building or any portion thereof
shall be totally or partially damaged or destroyed by fire or by any other
casualty whatsoever, or any adjacent structure
providing access or essential services thereto, by fire or other casualty.  Other than Sublandlords obligation to
enforce the terms of the Master Lease in accordance with the terms of Paragraph
1.04 of this Sublease, Subtenant acknowledges and agrees that Sublandlord shall
have no liability or responsibility for any restoration of the Building or
Subleased Premises following any casualty.  18


8.04Eminent
Domain.Subtenant has reviewed the provisions of the Master Lease concerning the
obligations of the Master Landlord in the event any part of the Building or
common areas thereof shall be taken for public use by a governmental authority
by right (in lieu of) of eminent domain.  Other than Sublandlords obligation to
enforce the terms of the Master Lease in accordance with the terms of Paragraph
1.04 of this Sublease, Subtenant acknowledges and agrees that Sublandlord shall
have no liability or responsibility for any restoration of the Building or
Subleased Premises as may be necessitated by any eminent domain proceedings (or
any transfer in lieu thereof). Subtenant
shall not be entitled to share in any award of compensation for such
condemnation, and hereby assigns any rights to any such award to Sublandlord.  ARTICLE 9 DEFAULTS  9.01Subtenant
Default.The occurrence of any one or more of the following events shall
constitute a material default and breach of this Sublease by Subtenant (Event
of Default):  a.vacation
or abandonment of all or any material portion of the Subleased Premises;
provided that the vacating of all or a material part of the Subleased Premises
by Subtenant shall not constitute an Event of Default so long as (i) Subtenant
gives Sublandlord and Master Landlord not less than thirty (30) days notice of
the date Subtenant intends to vacate the Subleased Premises, (ii) on or
before the date Subtenant vacates the Subleased Premises Subtenant pays to
Sublandlord rent for the next month in advance of the date otherwise due (e.g.,
pay on September 1, the installments of rent for the months of October and
November), and (iii) otherwise continue to perform Subtenants obligations
under this Sublease;  b.failure
by Subtenant to make any payment of Rent or any other sum payable by Subtenant
under this Sublease where such failure continues for more than ten (10) calendar
days after Sublandlord has provided Subtenant with notice of the delinquent
payment; provided, however, Sublandlord need not give any such notice, and
Subtenant shall not be entitled to any such period of grace, more than two
times in any twelve (12) month period;  c.an
assignment of this Sublease by Subtenant or a sublease of any or all of the
Subleased Premises without Sublandlords permission except in conformance with
Paragraph 10.04 hereof;  d.failure
by Subtenant to observe or perform any covenant or condition of this Sublease,
other than the making of payments, where such failure shall continue for a
period of fifteen (15) calendar days after written notice from Sublandlord;
provided,  19


however,
that if the nature of the default is such that the same cannot reasonably be
cured within such fifteen (15) day period, Subtenant shall not be deemed to be
in default if Subtenant shall commence the cure of such default within such
fifteen (15) day period and thereafter diligently prosecute the same to
completion within sixty (60) days after Subtenant receives written notice
thereof;  e.(1) the
making by Subtenant of any general assignment or general arrangement for the
benefit of creditors; (2) the filing by or against Subtenant of a petition
in bankruptcy, including reorganization or arrangement, unless, in the case of
a petition filed against Subtenant, unless the same is dismissed within
forty-five (45) calendar days; (3) the appointment of a trustee or
receiver to take possession of substantially all of Subtenants assets located
in the Subleased Premises or of Subtenants interest in this Sublease; (4) any
execution, levy, attachment or other process of law against any property of
Subtenant or Subtenants interest in this Sublease, unless the same is
dismissed within forty-five (45) calendar days; (5) adjudication that Subtenant
is bankrupt; (6) the making by Subtenant of a transfer in fraud of
creditors; or (7) the failure of Subtenant to generally pay its debts as
they become due; or  f.any
information furnished by or on behalf of Subtenant to Sublandlord in connection
with the entry of this Sublease is determined to have been materially false or
misleading as of when made, or Subtenant shall have failed to includea material fact necessary
to make such information, in the light of the circumstances under which it was
delivered, not misleading.  Subtenant
shall notify Sublandlord promptly of any Event of Default or any facts,
conditions or events which, with the giving of notice or passage of time, or
both, would constitute and Event of Default.  If
a petition in bankruptcy is filed by or against Subtenant, and if this Sublease
is treated as an unexpired lease under applicable bankruptcy law in such
proceeding, then Subtenant agrees that Subtenant shall not attempt nor cause
any trustee to attempt to extend the applicable time period within which this
Sublease must be assumed or rejected.  9.02Remedies for Subtenant Default.If any Event of
Default occurs and remains uncured after Sublandlord delivers notice of such
Event of Default and the applicable cure period, if any, has expired,
Sublandlord may exercise, without limiting Sublandlord in the exercise of any
right or remedy at law which Sublandlord may have by reason of such Event of
Default, the rights and remedies, either singularly or in combination, as are
specified or described in the subparagraphs of this Paragraph.  a.Sublandlord
may terminate this Sublease and all rights of Subtenant under this Sublease
either immediately or at some later date by giving Subtenant written notice that
this Sublease is terminated.  If
Sublandlord so terminates this Sublease, then Sublandlord may recover from
Subtenant the sum of:  20


1.the
unpaid Rent and all other sums payable under this Sublease which have been
earned at the time of termination;  2.interest
at the Default Rate on the unpaid Rent and all other sums payable under this
Sublease which have been earned at the time of termination; plus  3.the
amount by which the unpaid Rent and all other sums payable under this Sublease
which would have been earned after termination until the time of award exceeds
the amount of such rental loss, if any, as Subtenant proves could have been
reasonably avoided and interest on such excess at the Default Rate; plus  4.the
amount by which the aggregate of the unpaid Rent and all other sums payable
under this Sublease for the balance of the Sublease Term after the time of
award exceeds the amount of such rental loss, if any, as Subtenant proves could
be reasonably avoided, with such difference being discounted to present value
at the Prime Rate at the time of award; plus  5.any
other amount necessary to compensate Sublandlord for the detriment proximately
caused by Subtenants failure to perform Subtenants obligations under this
Sublease or which, in the ordinary course of things, would be likely to result
from such failure, including, leasing commissions, tenant improvement costs,
renovation costs and advertising costs; plus  6.all
such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable law.  b.Sublandlord
shall also have the right, without terminating this Sublease, to re-enter the
Subleased Premises and remove all persons and property from the Subleased
Premises.  Sublandlord may cause property
so removed from the Subleased Premises to be stored in a public warehouse or
elsewhere at the expense and for the account of Subtenant.  c.Sublandlord
shall also have the right, without terminating this Sublease, to accelerate and
recover from Subtenant the sum of all unpaid Rent and all other sums payable
under the then remaining term of the Sublease, discounting such amount to
present value at the Prime Rate.  Upon
recovery of all such amounts, the Sublease and all rights of Subtenant hereunder
shall terminate.  d.If
Subtenant vacates, abandons or surrenders the Subleased Premises in violation
of this Sublease, or if Sublandlord re-enters the Subleased Premises as
provided in Paragraph 9.02.b or takes possession of the Subleased Premises pursuant
to legal proceedings or through any notice procedure provided by law, then, if
Sublandlord does not elect to terminate this Sublease, Sublandlord may, from
time to time, without terminating this Sublease, either (a) recover all
Rent and all other sums payable under this Sublease as they become due or (b) relet
the Subleased Premises or any part of the Subleased Premises on behalf of and
for the benefit of Subtenant for such term or terms, at such rent or rents and
pursuant to such other provisions as Sublandlord may reasonably deem advisable,
all with the right, at Subtenants cost, to make alterations  21


and
repairs to the Subleased Premises and recover any deficiency from Subtenant as
set forth in Paragraph 9.02.f.  e.None
of the following remedial actions, singly or in combination, shall be construed
as an election by Sublandlord to terminate this Sublease unless Sublandlord has
in fact given Subtenant written notice that this Sublease is terminated:  an act by Sublandlord to maintain or preserve
the Subleased Premises; any efforts by Sublandlord to relet the Subleased
Premises; any repairs or alterations made by Sublandlord to the Subleased
Premises; re-entry, repossession or reletting of the Subleased Premises by
Sublandlord pursuant to this Paragraph or the appointment of a receiver, upon
the initiative of Sublandlord, to protect Sublandlords interest under this
Sublease.  If Sublandlord takes any of
the foregoing remedial action without terminating this Sublease, Sublandlord
may nevertheless at any time after taking any such remedial action terminate
this Sublease by written notice to Subtenant.  f.Sublandlord
shall use reasonable commercial efforts to relet the Subleased Premises
following an Event of Default.  The
parties agree that it shall be reasonable for Sublandlord to refuse to relet
the Subleased Premises on the grounds set forth in Paragraph 4.17.3 of the
Master Lease.  The parties further agree
that Sublandlord shall not violate its obligations under this Paragraph if it
leases other available space in the Building before leasing the Subleased
Premises.  If Sublandlord relets the
Subleased Premises, Sublandlord shall apply the revenue from such reletting as
follows:  first, to the payment of any
indebtedness of Subtenant to Sublandlord other than Rent or any other sums
payable by Subtenant under this Sublease; second, to the payment of any
reasonable cost of reletting (including finders fees and leasing commissions);
third, to the payment of the reasonable cost of any alterations, improvements,
maintenance and repairs to the Subleased Premises; and fourth, to the payment
of Rent and other sums due and payable and unpaid under this Sublease.  Sublandlord shall hold and apply the residue,
if any, to payment of future Rent and other sums payable under this Sublease as
the same become due, and shall deliver the eventual balance, if any, to
Subtenant.  Should revenue from letting
during any month, after application pursuant to the foregoing provisions, be
less than the sum of the Rent and other sums payable under this Sublease and
Sublandlords expenditures for the Subleased Premises during such month,
Subtenant shall be obligated to pay such deficiency to Sublandlord as and when
such deficiency arises.  g.SUBTENANT,
IN CONSIDERATION FOR THE EXECUTION OF THIS LEASE BY SUBLANDLORD AND FOR THE
COVENANTS AND AGREEMENTS ON THE PART OF SUBLANDLORD HEREIN CONTAINED, AND
FULLY COMPREHENDING THE RELINQUISHMENT OF CERTAIN RIGHTS INCLUDING RIGHTS OF
PRE-JUDGMENT NOTICE AND HEARING PRIOR TO ENTRY OF JUDGMENT AND EXECUTION ON
SUCH JUDGMENT, HEREBY EXPRESSLY AUTHORIZES AND EMPOWERS (WHICH POWER IS COUPLED
WITH AN INTEREST) ANY PROTHONOTARY OR ATTORNEY OF ANY COURT OF RECORD TO ACCEPT
SERVICE OF PROCESS FOR, TO APPEAR FOR, AND TO CONFESS JUDGMENT AGAINST
SUBTENANT TO RECOVER POSSESSION FROM TIME TO TIME OF THE PREMISES (AND  22


SUBTENANT
AGREES THAT UPON THE ENTRY OF JUDGMENT FOR POSSESSION, A WRIT OF POSSESSION OR
OTHER APPROPRIATE PROCESS MAY ISSUE FORTHWITH).  In any action by confession for ejectment,
Sublandlord shall first cause to be filed in such action an affidavit made by
it or someone acting for it setting forth the facts necessary to authorize the
entry of judgment, of which facts such affidavit shall be conclusive evidence,
and if a true copy of this Sublease be filed in such action, it shall not be
necessary to file the original as a warrant of attorney, any rule of
court, custom or practice to the contrary notwithstanding.  The authority to confess judgment against
Subtenant hereunder shall not be exhausted by one (1) exercise thereof,
but judgment may be confessed as provided herein from time to time as often as
any Event of Default occurs under this Sublease, and such authority may be
exercised as well after the expiration of the Term of this Sublease or during
or after the expiration of any renewal Term, by Sublandlord or any successor
Sublandlord.  h.Pursuit
of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies provided in this Sublease or by law (all such remedies being
cumulative), nor shall pursuit of any remedy provided in this Sublease
constitute a forfeiture or waiver of any Rent or other sum payable under this
Sublease or of any damages accruing to Sublandlord by reason of the violation
of any of the covenants or conditions contained in this Sublease.  9.03INTENTIONALLY OMITTED.  9.04Default
Interest.Any Rent or other sum payable under this Sublease which is not paid when
due shall bear interest at a rate equal to the lesser of:  (a) the published prime rate of Riggs
Bank, N.A. or such other national banking institution designated by Master
Landlord if such bank ceases to publish a prime rate (the Prime Rate)
then in effect, plus five (5) percentage points, or (b) the maximum rate
of interest per annum permitted by applicable law (the Default Rate),
but the payment of such interest shall not excuse or cure any Event of Default
or breach by Subtenant under this Sublease or impair any other right or remedy
provided under this Sublease or under law. 
Subtenant shall indemnify and hold Sublandlord harmless from and against
any late payment charge or interest charges imposed upon or charged against
Sublandlord by Master Landlord as direct result of late payment or non-payment
by Subtenant to Sublandlord of amounts due and owing under this Sublease if and
to the extent the late charge set forth in Paragraph 4.02 of this Sublease and
the foregoing imposition of the Default Rate are not sufficient to reimburse
Sublandlord for such charges.  9.05Holding
Over.In the
event Subtenant remains in possession of the Subleased Premises after
expiration of Term, and without the execution of a new lease, but with Sublandlords
written consent, it shall be deemed to be occupying the Subleased Premises as a
tenant from month to month, subject to all the provisions, conditions and
obligations of this Sublease insofar as the same can be applicable to a
month-to-month tenancy, except that the Base Rent shall be the greater of (i) the
then current Base Rent due hereunder, (ii) the Base Rent payable by
Sublandlord to Master Landlord under the Master Lease, or (iii) the then
current fair market rate for the Subleased Premises as reasonably determined by  
 ** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.  23


Sublandlord.  In the event Subtenant remains in possession
of the Subleased Premises after expiration of the Term and without the
execution of a new lease and without Sublandlords written consent, Subtenant
shall be deemed to be occupying the Subleased Premises without claim of right
and Subtenant shall pay, as a charge for each day of occupancy, an amount equal
to 150% of the Base Rent payable by Sublandlord pursuant to the Master Lease
and Additional Rent (on a daily basis) then due under this Lease and
Sublandlord shall be entitled to pursue all remedies available at law or in
equity.  Subtenant shall indemnify and hold Sublandlord
harmless from any additional holdover rent or other charges, penalties, damages
or costs charged to, imposed upon, or suffered or incurred by Sublandlord as a
result of Subtenants failure to surrender the Subleased Premises upon the
expiration or sooner termination of the Term.  ARTICLE 10 OTHER PROVISIONS  10.01Rights under
Master Lease.Any options to renew the Master Lease,
terminate or amend the term or otherwise amend the Master Lease, and any rights
of first offer or refusal or any other such options or rights found in the
Master Lease shall be for the benefit of the Sublandlord only and Subtenant
shall have no right to exercise such rights on its own behalf or that of the
Sublandlord and Sublandlord shall have no obligation to exercise any such right
or option on behalf of Subtenant.  Provided
Subtenant has exercised the next applicable Extension Option at least three
hundred and fifty (350) days prior to the commencement date of the
corresponding renewal term, Sublandlord covenants not to exercise its rights
under Paragraphs 2.12 and 2.13 of the Master Lease.  10.02Notices.Unless
otherwise specifically stated in this Sublease, any notice, request or written
communication required or permitted to be delivered under this Sublease shall
be:  (a) in writing; (b) transmitted
by personal delivery, express or courier service, United States Postal Service
in the manner described below, or electronic means of transmitting written
material; and (c) deemed to be delivered on the earlier of the date
received or four (4) calendar days after having been deposited in the
United States Postal Service, postage prepaid. 
Such writings shall be addressed to Sublandlord or Subtenant, as the
case may be, at the respective designated addresses set forth below, or at such
other address(es) as they may, after the execution date of this Sublease,
specify by written notice delivered in accordance with this Paragraph, with
copies to the persons at the addresses, if any, designated opposite each partys
signature.  Those notices which contain a
notice of breach or default or a demand for performance may be sent by any of
the methods described in clause (b) above, but if transmitted by personal
delivery or electronic means, shall also be sent concurrently by certified or
registered mail, return receipt requested.  Sublandlords Address:  SunGard SCT Inc. Four Country View Road Malvern, PA 19355 Attention: Facilities Department  
 ** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.  24


With a copy to: Stradley Ronon Stevens & Young, LLP 30 Valley Stream Parkway Malvern, PA 19355 Attention:  Michael
E. Roynan, Esquire  Subtenants
Address: Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380 Attention: Richard L. Gulino, Esq.  With a copy to: Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380 Attention: Dick Bacon  With a copy to:  Morgan, Lewis &
Bockius LLP 1701 Market Street Philadelphia,
PA  19103 Attention:  J. J. Broderick, Esq.  Master
Landlords Address Riggs Bank N.A.,
as trustee of the Multi-Employer
Property Trust 808 17th
Street, NW Washington,
DC  20006 Attn:   Patrick O. Mayberry Facsimile:  202-835-6887  With
copies to:  The Multi-Employer
Property Trust c/o Kennedy
Associates Real Estate Counsel, Inc. 2400 Financial
Center 1215 Fourth Avenue Seattle, WA  98616 Attn:  Director of Asset Management Facsimile:  206-682-4769  and  25


The Multi-Employer
Property Trust c/o Kennedy
Associates Real Estate Counsel, Inc. 7315 Wisconsin
Avenue, Suite 350 West Bethesda, MD  20814 Attn:  Vice President, Asset Management Facsimile:  301-656-9339  and Manager at:  Trammell Crow
Company 101 West Elm
Street, Suite 400 Conshohocken,
PA  19428 Facsimile:  484-530-4601  10.03Signs.Signage for
Subtenant will be provided in the lobby directory of the Building and at the
Subleased Premises entrance in accordance with the terms of the Master
Lease.  Subtenant shall not install any
signs on the Subleased Premises without the prior written consent of
Sublandlord and Master Landlord.  10.04Assignment of
Sublease, Subletting.  Subtenant shall not assign, mortgage, pledge or
otherwise encumber the Sublease nor sublet the Subleased Premises or any part
thereof without the prior written consent of Sublandlord and of the Master
Landlord.  10.05Subordination.Subtenant
acknowledges that it has read and is familiar with the terms of the Master
Lease, including, without limitation, Paragraph 4.25 of the Master Lease and
agrees that this Sublease is subordinate and subject to the Master Lease and
that any termination of the Master Lease shall likewise terminate this
Sublease.This Sublease is subordinate and subject to any
mortgages, ground leases and/or other encumbrances to the same extent, and on
the same terms, as the Master Lease is subordinate and subject to the terms
thereof.  10.06Attorneys
Fees.Should a party hereto employ an attorney for the purpose of enforcing,
construing, or declaring rights under this Sublease in any litigation commenced
with respect to the Sublease or Master Lease, the prevailing party shall be
entitled to receive from the other party or parties thereto, reimbursement for
all reasonable attorneys fees and costs and such reimbursement may be included
in any judgement or final order issued in that proceeding, provided that such
fees shall not be duplicative of those fees required to be paid pursuant to the
Master Lease.  The prevailing party
means the party determined by the court to most nearly prevail in the
litigation.  10.07Quiet
Enjoyment.Sublandlord represents and warrants to Subtenant that the Master Lease
is in full force and effect and that there are no defaults on Sublandlords
part as of the date hereof. Subject to the terms hereof, Sublandlord covenants
that, so long as Subtenant is not in default under this Sublease, Subtenant
shall quietly enjoy the Subleased Premises for the Term.  26


10.08Waiver.The waiver
by either party of a breach of any term herein contained shall not be deemed to
be a waiver of any subsequent breach of the same or any other term of this
Sublease.  The subsequent acceptance of
rent by Sublandlord shall not be deemed to be a waiver of any preceding breach
by Subtenant of any term of this Sublease, other than the failure of Subtenant
to pay the particular rent so accepted, regardless of Sublandlords knowledge
of such preceding breach at the time of acceptance of such rent.  10.09Brokers Fees.Each party
warrants and represents that it has not dealt with any real estate broker or
agent in connection with this Sublease, other than GVA Smith Mack representing
the Sublandlord and Julien J. Studley representing the Subtenant (collectively,
the Brokers). Sublandlord shall pay commissions to the Brokers in connection
with this Sublease in accordance with the terms of the separate commission
agreements between Sublandlord and the Brokers. 
Except for Sublandlords obligations to the Brokers under such separate
commission agreements, each party to this Sublease shall indemnify, defend and
hold harmless the other party from and against any and all Claims resulting
from a breach of this representation. 
Each party represents and warrants to the other that the representing
party has not dealt with any real estate broker with respect to this transaction
other than the Brokers.  10.10Estoppel
Certificates.Subtenant shall at all times, in good faith
and with diligence, cooperate with Sublandlord in providing information and
such documentation as may be reasonably required in order to ensure that
Sublandlord complies with Paragraph 4.19 of the Master Lease.  Sublandlord shall, from time to time, but no
more than twice during any Year, upon the written request of Subtenant,
execute, acknowledge and deliver to such party or its designee a written statement
stating  (a) the date this Sublease
was executed and the date it expires; (b) the date Subtenant entered into
occupancy of the Subleased Premises; (c) the amount of monthly Rent and
the date to which such Rent have been paid; and (d) certifying that (1) this
Sublease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way (or specifying the date of the agreement so
affecting this Sublease); (2) to the knowledge of Sublandlord, Subtenant
is not in breach of this Sublease (or, if so, a description of each such
breach) and that no event, omission or condition has occurred which would
result, with the giving of notice or the passage of time, in a breach of this
Sublease by Sublandlord; (3) this Sublease (as it may have been assigned,
modified, supplemented or amended as disclosed pursuant to subparagraph (d)(1) hereof)
represents the entire agreement between the parties with respect to the
Subleased Premises; (4) all required contributions by Sublandlord to
Subtenant on account of Subtenant Improvements have been delivered or received,
as the case may be; (5) on the date of execution, there exist no defenses
or offsets of which the certifying party has knowledge against the enforcement
of this Sublease by the Sublandlord (or, if any, a description of any such
offset or defense); (6) no Rent or other sums payable under this Sublease
have been paid in advance except for Rent for the then current month; and (7) no
security has been deposited with Sublandlord (or, if so, the amount of such
security).  27


10.11Recording.Neither this
Sublease nor any notice thereof may be recorded on title to the Subleased
Premises or Building without the prior consent of the Sublandlord and the
Master Landlord.  10.12Parking.Sublandlord
does not warrant the availability of sufficient parking to satisfy Subtenants
parking requirements at any given time, provided, however, in accordance with
Paragraph 1.04 of this Sublease, Sublandlord shall seek to enforce Master
Landlords compliance with the Master Lease as it pertains to parking.  10.13Provisions
Inapplicable to this Sublease. For the
purposes of this Sublease, Paragraphs 1.28, 1.29, 1.33, 1.34, 1.35, 1.36, 1.37,
1.39, 1.40, 1.41, 2.6, 2.8, 2.9, 3.2, 3.7, 3.8, 4.27, 4.29 and 6.19 of the
Master Lease shall not apply to Subtenant or to this Sublease.  10.14Authority.Each
signatory executing this Sublease represents and warrants that he or she is
duly authorized to execute and deliver this Sublease.  10.15Successors and
Assigns.Each
provision hereof shall extend to and inure to the benefit of the parties and
their respective agents, employees, successors and assigns, provided that this
Sublease shall not inure to the benefit of any assignee or transferee of
Subtenant except with Sublandlords and Master Landlords written consent.   IN WITNESS WHEREOF, the parties hereto have executed this sublease as
of the date first set forth above.  SUBLANDLORD:
  SUBTENANT:Systems & Computer Technology Corporation
  Cephalon, Inc.By:
  /s/
  Eric Haskell
  
  By:
  /s/
  J. Kevin BuchiName: Eric Haskell
  
  
  Name: J. Kevin BuchiTitle: CFO
  
  
  Title:
  Sr. V.P. & CFODate:
  March 4,
  2004
  
  Date:
  March 3,
  2004  28


EXHIBIT A  Floor Plan  [graphic omitted]  29


EXHIBIT B   OFFICE LEASE WESTBROOK CORPORATE CENTER  THIS OFFICE LEASE (this Lease)
is made as of October 19, 1998, by and between  LandlordRiggs &
Company, a division of Riggs Bank, N.A. as Trustee of the Multi-Employer
Property Trust, a trust organized under 12 C.F.R. Section 9.18  and  TenantSystems &
Computer Technology Corporation, a Delaware corporation


TABLE OF CONTENTS  SECTION 1:
  DEFINITIONS1.1
  Definitions1.2
  Access Laws1.3
  Additional Rent1.4
  Base Amount
  Allocable to the Premises1.5
  Base Rent1.6
  Brokers1.7
  Building1.8
  Business Day1.9
  Business Hours1.10
  Claims1.11
  Commencement Dates1.12
  ERISA1.13
  Estimated
  Operating Costs Allocable to the Premises1.14
  Events of Default.1.15
  Force Majeure1.16
  Governmental Agency1.17
  Governmental Requirements1.18
  Hazardous Substance(s)1.19
  Land1.20
  Landlord1.21
  Landlords Agents1.22
  Lease Term1.23
  Manager1.24
  Managers Address1.25
  Operating Costs1.26
  Operating
  Costs Allocable to the Premises1.27
  Permitted Use1.28
  Plans and Specifications1.29
  Prepaid Rent1.30
  Premises1.31
  Prime Rate1.32
  Property Taxes1.33
  Punch List Work1.34
  Security Deposit1.35
  Scheduled Commencement
  Dates1.36
  Intentionally Omitted1.37
  Tenant1.38
  Tenant Alterations1.39
  Tenant Delay1.40
  Tenant Improvement
  Allowance1.41
  Tenant Improvements1.42
  Tenants Agents


1.43
  Tenants Pro Rata Share1.44
  Tenants
  Construction Representative1.45
  YearSECTION 2: PREMISES
  AND TERM2.1
  Lease of Premises2.2
  Lease Term2.3
  Plans and Specifications2.4
  Tenant Improvements2.5
  Landlords Work2.6
  Inspection and Punch
  List Work2.7
  Intentionally Omitted2.8
  Landlord Delays2.9
  Memorandum of
  Commencement Date2.10
  Use and Conduct of Business2.11
  Compliance
  with Governmental Requirements and Rules and Regulations2.12
  Option to Renew2.13
  Right of
  First Offer to Lease Additional SpaceSECTION 3:
  BASE RENT, ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE3.1
  Payment of Rental3.2
  Base Rent3.3
  Intentionally Omitted3.4
  Additional Rent3.6
  Holdover3.7
  Late Charge3.8
  Default RateSECTION 4: GENERAL
  PROVISIONS4.1
  Maintenance and
  Repair by Landlord4.2
  Maintenance and Repair
  by Tenant4.3
  Common Areas/Security4.4
  Building Services4.5
  Tenant Alterations4.6
  Tenants Work Performance4.7
  Surrender of Possession4.8
  Removal of Property4.9
  Access4.10
  Damage or Destruction4.11
  Condemnation4.12
  Intentionally Omitted4.13
  Indemnification4.14
  Tenant Insurance4.15
  Landlords Insurance4.16
  Waiver of Subrogation4.17
  Assignment and
  Subletting by Tenant4.18
  Assignment by Landlord4.19
  Estoppel
  Certificates and Financial Statements


4.20
  Modification for Lender4.21
  Hazardous Substances4.22
  Access Laws4.23
  Quiet Enjoyment4.24
  Signs4.25
  Subordination4.26
  Workers Compensation
  Immunity4.27
  Brokers4.28
  Exculpation and
  Limitation of Liability4.29
  ERISA Representations4.30
  Mechanics
  Liens and Tenants Personal Property Taxes4.31
  Intentionally Omitted4.32
  ParkingSECTION 5:
  DEF AUL T AND REMEDIES5.1
  Events of Default5.2
  Remedies5.3
  Right to Perform5.4
  Landlords DefaultSECTION 6:
  MISCELLANEOUS PROVISIONS6.1
  Notices6.2
  Attorneys Fees and
  Expenses6.3
  No Accord and Satisfaction6.4
  Successors;
  Joint and Several Liability6.5
  Choice of Law6.6
  No Waiver of Remedies6.7
  Offer to Lease6.8
  Force Majeure6.9
  Landlords Consent6.10
  Severability; Captions6.11
  Interpretation6.12
  Incorporation
  of Prior Agreement; Amendments6.13
  Authority6.14
  Time of Essence6.15
  Survival of Obligations6.16
  Consent to Service6.17
  Landlords Authorized
  Agents6.18
  Waiver of Jury Trial6.19
  Representations
  and Warranties of Landlord  LISTING OF
EXHIBITS  Exhibit A
  Legal
  Description of the LandExhibit B
  Drawing
  Showing Location of the PremisesExhibit C
  Listing of Plans
  and Specifications for Tenant Improvements or Workletter, as applicableExhibit D
  Form of
  Memorandum of Commencement Date


Exhibit E
  Rules and
  RegulationsExhibit F
  Description
  of Cleaning ServicesExhibit G
  Building
  Facade Sign


SECTION 1:
DEFINITIONS  1.1  Definitions:
Each underlined term in this section shall have the meaning set forth next
to that underlined term. Capitalized terms that are used in this Lease without
definition but are defined in any of the Exhibits to this Lease shall have the
meanings ascribed to those terms in the applicable Exhibit.  1.2  Access Laws:
The Americans With Disabilities Act of 1990 (including the Americans with
Disabilities Act Accessibility Guidelines for Building and Facilities) and all
other Governmental Requirements relating to the foregoing.  1.3  Additional Rent:
Defined in paragraph 3.4 captioned Additional Rent.  1.4  Base Amount Allocable to
the Premises: Defined in paragraph 3.4 captioned Additional
Rent.  1.5  Base Rent:
Annual Base Rent during first Lease Year shall be $25.00/rsf. When the
Expansion Space is added to the Premises in accordance with paragraphs 1.11 and
1.30, the annual Base Rent for the first Lease Year shall increase by the
number of rentable square feet added to the Premises multiplied by $25.00/rsf.
Upon the Expansion Commencement Date, Base Rent for remainder of the initial
Lease Term shall be as follows:  Lease Year
  
  Annual
  Base Rent
  
  Monthly
  Base Rent2
  
  
  $
  1,884,552.00
  
  $
  157,046.003
  
  
  $
  1,921.504.00
  
  $
  160,125.334
  
  
  $
  1,958,456.00
  
  $
  163,204.675
  
  
  $
  1,995,408.00
  
  $
  166,284.006
  
  
  $
  2,069.312.00
  
  $
  172,442.677
  
  
  $
  2,106.264.00
  
  $
  175,522.008
  
  
  $
  2,143.216.00
  
  $
  178,601.339
  
  
  $
  2,180,168.00
  
  $
  181,680.6710
  
  
  $
  2,217,120.00
  
  $
  184,760.00  1.6  Brokers:
Tenant was represented in this transaction by The Binswanger Company, a
licensed real estate broker. Landlord was represented in this transaction by
Trammell Crow NE, Inc., a licensed real estate broker.  1.7  Building:
The building located on the Land at 41 Moores Road, Frazer, Pennsylvania 19355
commonly known as Westbrook Corporate Center and containing approximately
187,653 rentable square feet.  1.8  Business Day:
Calendar days, except for Saturdays and Sundays and the following holidays: New
Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.


1.9  Business Hours:
From 7:00 a.m. to 6:00 p.m. on Business Days and from 9:00 a.m.
to 1:00 p.m. on Saturdays.  1.10  Claims:
An individual and collective reference to any and all claims, demands, damages,
injuries, losses, liens, liabilities, penalties, fines, lawsuits, actions,
other proceedings and expenses (including attorneys fees and expenses incurred
in connection with the proceeding whether at trial or on appeal).  1.11  Commencement
Dates: The Initial Commencement Date shall be the
earlier to occur of: (a) the date which is ninety (90) days following the
issuance of a building permit for the Tenant Improvements by East Whiteland
Township; (b) the date the Tenant Improvements for the Initial Premises
are substantially completed, as evidenced by a certificate of occupancy,
whether temporary or permanent, authorizing Tenant to occupy the Initial
Premises for the Permitted Use; (c) the date on which Tenant takes
possession of the Initial Premises for the Permitted Use (the parties agreeing
that Tenants possession of the Initial Premises for the sole purpose of
performing the Tenant Improvements shall not trigger the Initial Commencement
Date); or (d) the Scheduled Commencement Date for the Initial Premises.
The Expansion Commencement Date shall be the earlier of: (a) the date
the Tenant Improvements for the Expansion Space are substantially completed, as
evidenced by a certificate of occupancy. whether temporary or permanent,
authorizing Tenant to occupy the Expansion Space for the Permitted Use; (b) the
date on which Tenant takes possession of the Expansion Space for the Permitted
Use (the parties agreeing that Tenants possession of the Expansion Space for
the sole purpose of performing the Tenant Improvements to such Expansion Space
shall not trigger the Expansion Commencement Date); or (c) the Scheduled
Commencement Date for the Expansion Space.  1.12  ERISA:
The Employee Retirement Income Security Act of 1974, as now or hereafter
amended, and the regulations promulgated under it.  1.13  Estimate
Operating Costs Allocable to the Premises:  Defined in paragraph 3.4 captioned Additional
Rent.  1.14  Events of
Default: One or more of those events or states of facts defined
in paragraph 5.1 captioned Events of Default.  1.15  Force
Majeure: Anyone or more of the following: act of God, strike,
lockout, labor trouble or dispute, inability to procure or shortage of material
or labor, failure of power or utility, delay in transportation, fire,
vandalism, accident, flood, severe weather, other casualty, Governmental
Requirements (including mandated changes in the Plans and Specifications or the
Tenant Improvements resulting from changes in pertinent Governmental
Requirements or interpretations thereof), riot, insurrection, civil commotion,
sabotage, explosion, war, natural or local emergency, act or omission of
others, including Landlord or Tenant, as the case may be, or other reasons of a
similar or dissimilar nature not solely the fault of, or under the exclusive
control of, Landlord or Tenant, as the case may be.


1.16  Governmental
Agency: The United States of America, the state in which the
Land is located, any county, city, district, municipality or other governmental
subdivision, court or agency or quasi-governmental agency having jurisdiction
over the Land and any board, agency or authority associated with any such
governmental entity, including the fire department having jurisdiction over the
Land.  1.17  Governmental
Requirements: Any and all statutes, ordinances, codes, laws,
rules, regulations, orders and directives of any Governmental Agency as now or
later amended.  1.18  Hazardous
Substance(s): Asbestos, PCBs, petroleum or petroleum-based
chemicals or substances, urea formaldehyde or any chemical, material, element,
compound, solution, mixture, substance or other matter of any kind whatsoever
which is now or later defined, classified, listed, designated or regulated as
hazardous, toxic or radioactive by any Governmental Agency.  1.19  Land:
The land upon which the Building is located in Chester County, Pennsylvania, as
legally described in Exhibit A attached to this Lease.  1.20  Landlord:
The trust named on the first page of this Lease, or its successors and
assigns as provided in paragraph 4.18 captioned Assignment by Landlord.  1.21  Landlords
Agents: Any and ail partners, officers, agents, employees,
contractors, trustees, investment advisors and consultants of Landlord, and
potential tenants of the Building at the Premises with Landlords consent.  1.22  Lease
Term: The Lease Term shall commence on the Initial Commencement
Date, and end one hundred twenty (120) months later, provided that, if the
Initial Commencement Date is a day other than the first day of a calendar
month, the Lease Term shall be extended by the number of calendar days
remaining in the month in which the Initial Commencement Date expires. The
Lease Tern, as used herein, shall also refer to the Renewal Term, if
exercised, and the duration of the Lease Term shall be extended accordingly.
The Lease Term is divided into Lease Years, the first of which commences on
the Initial Commencement Date and ends on the date twelve (12) months
thereafter with each succeeding Lease Year being the twelve (12) month period
immediately following the expiration of the preceding Lease Year.  If the Initial Commencement Date is other
than the first day of a calendar month, the first Lease Year will be extended
by the number of calendar days remaining in the month in which the Initial
Commencement Date occurs.  1.23  Manager:
Trammell Crow NE, Inc., or its replacement as specified by written notice
from Landlord to Tenant.  1.24  Managers
Address: Bay Colony Executive Park, 575 East Swedesford Road, Suite 150,
Wayne, PA 19087-1613, which address may be changed by written notice from
Landlord to Tenant.  1.25  Operating
Costs: Defined in paragraph 3.4 captioned Additional Rent.


1.26  Operating
Costs Allocable to the Premises: Defined in paragraph 3.4
captioned Additional Rent.  1.27  Permitted
Use: General office uses consistent with Governmental
Requirements and first-class buildings of the same or similar use as the
Building located in the western suburbs of Philadelphia.  1.28  Plans and
Specifications: Those certain plans and specifications for the
Tenant Improvements prepared in accordance with the Workletter attached hereto
as Exhibit C.  1.29  Prepaid
Rent: $101,610.42, to be applied toward Base Rent for the first
full calendar month of the Lease Term.  1.30Premises:
The Initial Premises shall consist of the greater of: (i) approximately
48,773 rentable square feet of space in that portion of the Building depicted
on Exhibit B, or that portion of the Building depicted on Exhibit B
that Tenant initially improves pursuant to paragraph 2.4 hereof. On or before
the Initial Commencement Date, Landlord and Tenant shall confirm the actual
area of the Premises and the Base Rent payable thereon in a Memorandum of
Commencement Date executed and delivered pursuant to paragraph 2.9 hereof.  The Expansion Space shall consist of the
balance of the space in that portion of the Building depicted on Exhibit B.
Prior to the Expansion Commencement Date, references in this Lease to the
Premises shall be deemed to mean and refer only to the Initial Premises. From
and after the Expansion Commencement Date, the term Premises shall include,
collectively, the Initial Premises and the Expansion Space, containing in the
aggregate approximately 73,904 rentable square feet of space (approximately
19,175 rentable square feet on the First Floor of the - Building;
approximately 21,966 rentable square feet on the Second Floor of the Building;
and approximately 32,763 rentable square feet on the Third Floor of the
Building). Tenant agrees that the rentable square footage of the Premises, as
set forth in this paragraph 1.30, shall be the rentable square footage of the
Premises for all purposes of this Lease.  1.31  Prime
Rate: Defined in paragraph 3.8 captioned Default Rate.  1.32  Property
Taxes: (a) Any form of ad valorem real or personal property
tax or assessment imposed by any Governmental Agency on the Land, Building,
related improvements or any personal property owned by Landlord associated with
such Land, Building or improvements; (b) any other form of tax or
assessment, license fee, license tax, tax or excise on rent or any other levy,
charge, expense or imposition made or required by any Governmental Agency on
any interest of Landlord in such Land, Building, related improvements or
personal property; (c) any fee for services charged by any Governmental
Agency for any services such as fire protection, street, sidewalk and road
maintenance, refuse collection, school systems or other services provided or
formerly provided to property owners and residents within the general area of
the Land; (d) any governmental impositions allocable to or measured by the
area of any or all of such Land, Building, related improvements or personal
property or the amount of any bas~ rent, additional rent or other sums payable
under any lease for any or all of such Land, Building, related improvements or
personal property, including any tax on gross receipts or any excise tax


or other charges levied
by any Governmental Agency with respect to the possession, leasing, operation,
maintenance, alteration, repair, use or occupancy of any or all of such Land,
Building, related improvements, personal property or the rent earned by any
part of or interest in such Land, Building, related improvements or personal
property; (e) any impositions by any Governmental Agency on any
transaction evidenced by a lease of any or all of such Land, Building, related
improvements or personal property or charge with respect to any document to
which Landlord is a party creating or transferring an interest or an estate in
any or all of such Land, Building, related improvements or personal property;
and (f) any increase in any of the foregoing based upon construction of
improvements or change of ownership of any or all of such Land, Building,
related improvements or personal property. Property Taxes shall not include
taxes on Landlords net income or any inheritance, estate or gift taxes, nor
shall Property Taxes include any judgments, penalties, liens, interest or late
fees resulting from Landlords failure to pay in a timely manner any Property
Taxes, unless Tenant shall have failed to pay Landlord for either estimated or
actual Property Taxes pursuant to paragraph 3.4 hereof.  1.33  Punch
List Work: Minor items of repair, correction, adjustment or
completion to Landlords Work, as such phrase is commonly understood in the
construction industry in the western suburbs of Philadelphia.  1.34  Security
Deposit: None.  1.35  Scheduled
Commencement Dates: March 1, 1999 with respect to the
Initial Premises and December 1, 1999 with respect to the Expansion Space;
subject, however, to extension for period not to exceed fifteen (15) days for
Force Majeure.  1.36  Intentionally
Omitted  1.37  Tenant:
The person or entity named on the first page of this Lease.  1.38  Tenant
Alterations: Defined in paragraph 4.5 ~captioned Tenant
Alterations.  1.39  Tenant
Delay: Defined in paragraph 2.8 captioned Tenant Delays.  1.40  Tenant
Improvement Allowance: The maximum amount to be expended by
Landlord for the cost of Tenant Improvements (including architectural,
engineering, permitting, space planning and tenant construction management
fees), which maximum shall not exceed $31.00/rentable square foot of space in
the Initial Premises or the Expansion Space, as applicable, for a maximum
aggregate;: obligation of Landlord for the cost of Tenant Improvements of Two
Million Two Hundred Ninety-one Thousand Twenty-four Dollars ($2,291,024.00).
During construction of the Tenant Improvements, Landlord shall provide
construction management services to Tenant at no cost to Tenant and otherwise
without offset against or reduction from the Tenant Improvement Allowance.  1.41  Tenant
Improvements: Those alterations or improvements to the Premises
as appear and are depicted in the Plans and Specifications.


1.42  Tenants
Agents: Any and all officers, partners, contractors,
subcontractors, consultants, licensees, agents, concessionaires, subtenants,
servants, employees, customers, guests, invitees or visitors of Ten ant.  1.43  Tenants Pro Rata Share
shall be a fraction, the numerator of which shall be the number of rentable
square feet of floor area in the Premises, and the denominator of which shall
be the number of rentable square feet of floor area in the Building. On the
Expansion Commencement Date, Tenants Pro Rata Share shall be 39.38%. If Tenant
exercises its Right of First Offer to Lease Additional Space pursuant to
paragraph 2.13, Tenants Pro Rata Share shall be adjusted in accordance with
the formula set forth in this Section 1.43.  1.44  Tenants Construction
Representative. A person or entity to be named by Tenant by
notice to Landlord prior to the construction of any Tenant Improvements
pursuant to Section 2.4, who shall serve as Tenants construction
representative during the construction of the Tenant Improvements.  1.45  Year: A
calendar year commencing January 1 and ending December 31.  SECTION 2: PREMISES AND TERM  2.1  Lease of Premises.
Landlord leases the Premises to Tenant, and Tenant leases the Premises from
Landlord, upon the terms and conditions set forth in this Lease.  2.2  Lease Term.
The Lease Term shall be for the period stated in the definition of that term,
unless earlier terminated as provided in this Lease.  2.3  Plans and Specifications.
Plans and Specifications shall be prepared, received and approved as provided
in Exhibit C. Terms used in Exhibit C but not defined therein shall
have the meaning given in this Lease.  2.4  Tenant Improvements.
Tenant shall design and construct the Tenant Improvements for the Initial
Premises and Expansion Space in accordance with the provisions of Exhibit C
attached hereto. Landlord shall make disbursements to Tenant from the Tenant
Improvement Allowance for the cost of designing and constructing the Tenant
Improvements for the Initial Premises and Expansion Space in an amount not to
exceed the Tenant Improvement Allowance for the applicable space, in accordance
with the provisions of Exhibit C. All Tenant improvements paid for out of
the Tenant Improvement Allowance shall be the property of Landlord and shall
remain upon and be surrendered with the Premises upon the expiration or earlier
termination of this Lease.  2.5  Landlords Work.
Prior to the execution of this Lease Landlord has substantially completed
construction of the Building core and shell in accordance with the
specifications for base building work attached hereto as Exhibit C-l
(Landlords Work). All improvements to the Premises required for the lawful
use and occupancy thereof by Tenant .other than Landlords Work shall
constitute Tenant Improvements.


2.6  Inspection and Punch List
Work. Within ten (10) calendar days following the full
execution and delivery of this Lease, Landlord, Tenant and Tenants
Construction Representative shall inspect the Premises and prepare a list of
all Punch List Work for all Base Building Work as described in Exhibit C-I.
Landlord will use reasonable efforts to complete the correction of Punch List
Work within thirty calendar days after such inspection. At Landlords request,
Tenant shall sign such form as is appropriate to indicate that the Punch List
Work has been completed to Tenants satisfaction or that certain items remain
to be completed. In no event shall the refusal or failure of the parties to
agree on the nature and extent of Punch List Work, the existence of items of
Punch List Work or the completion thereof delay or postpone the occurrence of
the Commencement Date.  2.7  Intentionally Omitted.  2.8  Landlord Delays.
Landlords failure to respond to any Plans and Specifications or proposed
changes thereto, or to any contractor proposed by Tenant for the Tenant
Improvements within five (5) Business Days after submission thereof to
Landlord for approval (including all information regarding the contractor
Landlord shall require to determine that it complies with the requirements of
paragraph 4.6 of this Lease and paragraph 2(a) of Exhibit C) shall
constitute a Landlord Delay. The Scheduled Commencement Date shall be
extended by one calendar day for each day of Landlord Delay. Except as provided
in paragraph 1.35, the Scheduled Commencement Date shall not otherwise be
subject to extension.  2.9  Memorandum of Commencement
Date. Landlord and Tenant shall execute a Memorandum of
Commencement Date in the form attached as Exhibit D with respect to each
Commencement Date. In no event shall Tenant record this Lease or any Memorandum
of Commencement Date.  2.10  Use and
Conduct of Business. The Premises are to be used only for the
Permitted Use, and for no other business or purpose without the prior consent
of Landlord.  Landlord makes no
representation or warranty as to the suitability of the Premises for Tenants
intended use. Tenant shall, at its own cost and expense, obtain and maintain
any and all licenses, permits, and approvals necessary or appropriate for its
use, occupation and operation of the Premises. Tenants inability to obtain or
maintain any such license, permit or approval necessary or appropriate for its
use, occupation or operation of the Premises shall not relieve it of its
obligations under this Lease, including the obligation to pay Base Rent and
Additional Rent. No act shall be done in or about the Premises that is unlawful
or that will increase the existing rate of insurance on any or all of the Land
or Building (which insurance premiums are based upon the use of the Premises
for general office purposes). Tenant shall not commit or allow to be committed
or exist: (a) any waste upon the Premises, (b) any public or private
nuisance, or (c) any act or condition which disturbs the quiet enjoyment
of any other tenant in the Building, knowingly violates any of Landlords
contracts affecting any or all of the Land or Building, creates or contributes
to any work stoppage, strike, picketing, labor disruption or dispute,
interferes in any way with the business of Landlord or any other tenant in the
Building or with the rights or privileges of any contractors, subcontractors,
licensees, agents, concessionaires, subtenants, servants, employees, customers,
guests, invitees or visitors or any other persons lawfully in and upon the Land
or Building, or causes any impairment or reduction of the good


will or reputation of the
Land or Building. Tenant shall not, without the prior consent of Landlord, use
any apparatus, machinery or device in or about the Premises which will cause
any substantial noise or vibration or any increase in the normal consumption
level of electric power.  If any of Tenants
machines and equipment should disturb the quiet enjoyment of any other tenant
in the Building, then Tenant shall provide, at its sole cost and expense,
adequate insulation or take other such action, including removing such machines
and equipment, as may be necessary to eliminate the disturbance.  2.11  Compliance
with Governmental Requirements and Rules and Regulations.  Tenant shall comply with all Governmental
Requirements relating to its use, occupancy and operation of the Premises and
shall observe such reasonable rules and regulations of general application
as may be adopted and published by Landlord from time to time for the safety,
care and cleanliness of the Premises, the Building and the Land, and for the
preservation of good order in the Building, including the Rules and
Regulations attached to this Lease as Exhibit E.  Notwithstanding the foregoing, during
construction of the Tenant Improvements, the following Rules listed on Exhibit E
shall be temporarily suspended, and Tenants performance of these three
obligations shall be governed inste3;d by the Plans and Specifications and by
the reasonable requirements imposed by Landlords construction manager: first
sentence of Rule 3, solely as it relates to obstructions of the east wing
of the Building, 19, 23, third sentence of Rule 30 (relating to overnight
parking of vehicles) and 33.  2.12  Option to
Renew. Landlord hereby grants Tenant an option to renew the Term
of this Lease, upon the following terms and conditions:  (a) The
renewal term (such renewal term, once exercised, is referred to in this Section as
the Renewal Term) shall be for five (5) years, commencing on the
next day following the expiration date of the initial Lease Term of this Lease
and expiring at midnight on the day preceding the fifth (5th) anniversary of
the commencement date of such Renewal Term;  (b) Except
as provided below, Tenant must exercise this option, if at all, upon at least
twelve (12) months written notice to Landlord, prior to the expiration date of
the initial Lease Term;  (c) At
the time Tenant delivers its notice of election to renew to Landlord, this
Lease shall be in full force and effect, Tenant shall not have assigned this
Lease or sublet more than fifteen (15%) percent of the Premises, and no Event
of Default shall have occurred and be continuing hereunder;  (d) The
Renewal Term shall be upon the same terms, covenants and conditions contained
in this Lease, except that (1) the annual Base Rent shall be the
then-current Fair Market Rent of the Premises as of the first day of the
Renewal Term, and (2) the Base Amount Allocable to the Premises shall be
the Operating Costs Allocable to the Premises for the last calendar Year of the
initial Lease Term; and  (e) There shall be no further privilege of
renewal.


As used in this Section, Fair Market Rent shall mean
the amount of annual Base Rent, expressed in dollars and cents per rentable
square foot, equal to the market rental then being negotiated for comparable
space in Class A office buildings in the Route 202 - Valley Forge - King
of Prussia office sub-market. In the event that Landlord and Tenant are unable
to agree on the Fair Market Rent for the Renewal Term within thirty (30) days
after Tenants exercise of its renewal option, either party may require determination
of the Fair Market Rent for such Renewal Term by giving written notice to that
effect to the other party, which notice shall designate a real estate broker
selected by the initiating party having at least ten (10) years experience
in the office leasing business in the Route 202 - Valley Forge - King of
Prussia office sub-market. Within fifteen (15) days after receipt of such
notice, the other party to this Lease shall select a real estate broker meeting
the same requirements and give written notice of such selection to the
initiating party. Within fifteen (15) days after selection of the second
broker, the two (2) real estate brokers so selected shall select a third
real estate broker having at least ten (10) years experience in the office
leasing business in the Route 202 - Valley Forge - King of Prussia office
sub-market who (and whose firm) is not then employed as a leasing broker or
management agent by either party or any of their respective affiliates. Each of
the three (3) brokers shall determine the Fair Market Rent rate for the
Premises as of the commencement of the Renewal Term for a term equal to the
Renewal Term within fifteen (15) days after the appointment of the third
broker. The Fair Market Rent shall be equal to the arithmetic average of such
three determinations; provided, however, that if any such brokers
determination deviates more than five percent (5%) from the median of such
determinations the Fair Market Rent shall be an amount equal to the average of
the two (2) closest determinations. Landlord shall pay the costs and fees
of Landlords broker in connection with any determination hereunder, and Tenant
shall pay the costs and fees of Tenants broker in connection with such
determination. The cost and fees of the third broker shall be paid one-half by
Landlord and one-half by Tenant. If a party fails to designate a real estate
broker within the time period required by this paragraph, the third real
estate broker shall be selected by the broker designated by the initiating party,
and those two brokers shall determine the Fair Market Rental by averaging their
determinations.  If
Tenant exercises this option to renew, Landlord and Tenant shall execute and
deliver an amendment to this Lease confirming the commencement and expiration
dates of the Renewal Term, and any other relevant terms and conditions agreed
upon by Landlord and Tenant applicable during such Renewal Term. In such event
the term Term whenever used herein shall be deemed to include such Renewal
Term.  2.13  Right of
First Offer to Lease Additional Space. If at any time during the
initial Lease Term (but specifically excluding any Renewal Term) Landlord
receives notice that any space in the Building (the Additional Space)
is to become vacant and available after it is initially leased to a third party
tenant, Landlord shall extend to Tenant a right of first offer to lease the
Additional Space (the First Offer Right) upon the following terms and
conditions:  (a) At
the time the Additional Space becomes available, the remaining term of this
Lease must be at least four (4) years. If necessary to ensure a term of
not less than four (4) years,


Tenant may exercise the
Renewal Option in conjunction with its exercise of the First Offer Right;  (b) When
and if Landlord receives notice that such Additional Space shall become
available during the initial Lease Term, Landlord shall first offer in writing
to lease such Additional Space to Tenant (which offer shall designate only the
Additional Space and not Landlords estimate of Fair Market Rent, which shall
be determined pursuant to subsection (e) hereof), and Tenant shall
accept such offer, if at all, in writing within ten (10) days after
receipt of such notice from Landlord. If Landlord does not receive notice of
Tenants acceptance within such ten (10) day period, the First Offer Right
shall terminate and be of no further force and effect;  (c) Tenant
shall have the right to lease the entire Additional Space available, and shall
specifically not have the right to lease only part of the Additional Space
available;  (d) At
the time the Additional Space becomes available, Tenant shall not have assigned
this Lease or sublet the Premises, and no Event of Default shall have occurred
and be continuing hereunder;  (e) If
the First Offer Right is exercised, the lease for such Additional Space shall
be upon the same terms, covenants and conditions as contained in this Lease,
except that (I) the~ annual Base Rent shall be the then-current Fair Market
Rent of the Premises as determined pursuant to Paragraph 2.12 as of the first
day Landlord delivers possession of the Additional Space to Tenant (assuming
that the Base Amount Allocable to the Premises remains unchanged and will be
the Base Amount allocable to the Additional Space), but in no event shall the
annual Base Rent for the Additional Space be less than the annual Base Rent
otherwise payable under this Lease (determined on a per rentable square foot
basis), and (2) the Additional Space shall be delivered to Tenant in its
then as-is condition, with no obligation on the part of Landlord to construct
Tenant Improvements; and  (f) This
First Offer Right shall be subordinate to any extensions, renewals or other
terms and conditions granted to the third party tenant in connection with the
initial leasing of the Additional Space.  SECTION 3: BASE RENT.
ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE  3.1  Payment of Rental.
Tenant agrees to pay Base Rent, Additional Rent and any other rent due under
this Lease to Landlord without demand, deduction, credit, adjustment or offset
of any kind or nature, in lawful money of the United States when due under this
Lease, at the offices of Manager at Managers Address, or to such other party
or at such other place as Landlord may from time to time designate in writing.
If this Lease does not specify a due date with respect to any sum payable by
Tenant hereunder, such sum shall be due twenty (20) calendar days after written
demand for such payment is given to Tenant.


3.2  Base Rent.
Tenant agrees to pay Base Rent to Landlord without demand, in advance on or
before the first day of each calendar month of the Lease Term. Base Rent for
any partial month at the beginning or end of the Lease Term shall be prorated.
On execution of this Lease, Tenant has paid to Landlord the amount specified in
the definition of Prepaid Rent for the month specified in the definition of
that term. Base Rent for any partial month at the beginning of the Lease Term
shall be paid by Tenant on the Commencement Date.  3.3  Intentionally Omitted.  3.4  Additional Rent.
Definitions of certain terms used in this paragraph are set forth in
subparagraph 3.4.5. Tenant agrees to pay to Landlord additional rent as
computed in this paragraph (individually and collectively the Additional Rent):  3.4.1 Rental Adjustment for Estimated Operating:
Costs. Landlord shall furnish Tenant a written statement of Estimated Operating
Costs Allocable to the Premises for each Year following 1999 and the amount
payable monthly by Tenant for such Costs shall be computed as follows:
one-twelfth (1/12) of the amount, if any, by which the Estimated Operating
Costs Allocable to the Premises exceeds the Base Amount Allocable to the
Premises shall be Additional Rent and shall be paid monthly by Tenant for each
month during such Year after the Commencement Date. If Landlord fails to
deliver a written statement of the Estimated Operating Costs for any Year,
Tenant shall continue to make monthly payments on account of the Estimated
Operating Costs in an amount equal to the estimated monthly payment amount
established for the preceding Year. If any such written statement is furnished
after the commencement of the Year (or as to the first Year during the Lease
Term, after the Commencement Date), Tenant shall also make a retroactive
lump-sum payment to Landlord equal to the monthly payment amount multiplied by
the number of months during the Year (or as to the first Year during the Lease
Term, after the Commencement Date) prior to delivery of such written statement,
less any payments made by Tenant for Estimated Operating Costs for such period.  3.4.2 Actual Costs. Within four (4) months
after the close of each Year, Landlord shall deliver to Tenant a written
statement setting forth the Operating Costs Allocable to the Premises during
the preceding Year (including 1999). If for such Year the excess of such
Operating Costs Allocable to the Premises over the Base Amount exceeds the
Estimated Operating Costs Allocable to the Premises paid by Tenant to Landlord
pursuant to subparagraph 3.4.1 for such Year, Tenant shall pay the amount of
such excess to Landlord within fifteen (15) calendar days after receipt of such
statement by Tenant. If such statement shows the amount by which Operating
Costs Allocable to the Premises exceeds the Base Amount to be less than the
Estimated Operating Costs Allocable to the Premises paid by Tenant to Landlord
pursuant to subparagraph 3.4.1, then the amount of such overpayment shall be
paid by Landlord to Tenant within ten (10) calendar days following the
date of such statement or, at Landlords option, shall be credited towards the
installment(s) of Additional Rent next coming due from Tenant.  3.4.3 Determination. The determination of
Operating Costs Allocable to the Premises shall be made by Landlord in
accordance with standard accounting practices used by institutional owners of
commercial real estate (Institutional Accounting Practices),
consistently


applied. Each statement
of Operating Costs furnished by Landlord to Tenant shall be conclusive and
binding upon Tenant unless, within ninety (90) days after receipt of such
statement, Tenant shall notify Landlord in writing that Tenant desires to
review Landlords books and records with respect to such statement. Tenant
shall pay all costs associated with or resulting from such review, and pending
the completion of such review, Tenant shall pay, without delay, the full amount
of the Additional Rent due from Tenant in accordance with each such statement
that Tenant desires to review. In the event Tenant gives timely notice of its
desire to review a statement of Operating Costs as provided in this paragraph,
Tenant, acting by itself or through an independent nationally recognized
accounting firm that is not being compensated by Tenant on a contingency fee
basis, shall have the right, upon reasonable advance notice and during business
hours, to inspect the books and records of Landlord applicable to the
determination of such statement of the Operating Costs, for the purpose of
verifying in good faith the information contained in such statement for a
period of up to one (1) year after the receipt of such statement by
Tenant. Any such review shall take place at the location Landlord customarily
maintains its books and records with respect to Operating Costs. Landlord shall
maintain full, complete and accurate books and records prepared in accordance
with Institutional Accounting Practices with respect to Operating Costs, and
shall retain such records with respect to each Year for a period not less than two
(2) years following delivery of the annual statement for such Year.  Tenants
review of Landlords books and records shall be conditioned upon Tenant and its
auditor confirming in writing that all information obtained by Tenant and its
auditor as a result of such review, and any resulting compromise, settlement or
adjustment between Landlord and Tenant, shall be maintained as confidential and
not disclosed to any other person. Tenant shall deliver a written report of its
review of Landlords books and records to Landlord promptly following
completion of an auditors review. If as a result of Tenants review of
Landlords books and records Tenant believes that the amount paid by Tenant for
Operating  Costs
Allocable to the Premises with respect to the Year in question is in excess of
the actual Operating Costs Allocable to the Premises for such Year, and
Landlord does not accept Tenants determination and Landlord and Tenant do not
otherwise agree to compromise or settle their dispute over the actual Operating
Costs Allocable to the Premises within thirty (30) days after Tenant delivers
the written report of its review to Landlord, then either party may require, by
giving a written notice to the other, that the dispute be submitted to binding
arbitration in accordance with this paragraph. Within fifteen (15) days after
either party gives notice requiring arbitration, Landlord shall submit to
Tenant a list of three (3) independent accounting firms (which shall be
other than the regular certified public accountants used by Landlord and its
affiliates), and Tenant shall select the accounting firm to be used as
arbitrator within fifteen (IS) days after Tenant receives such list horn
Landlord. Each party shall have the right to submit its position regarding the
matter in dispute to the selected arbitrator, in writing, with a copy to the
other party. The selected arbitrator shall review Landlords books and records
with respect to the matter in dispute and render its written decision to
Landlord and Tenant within forty-five (45) days of the arbitrators
appointment. Such decision shall be final and binding on Landlord and Tenant.  If it
is determined (whether by agreement of the parties or through arbitration) that
Tenants payments on account of Operating Costs covered by an annual statement
were in


excess of the amount
actually payable by Tenant for the applicable period, Landlord shall grant
Tenant a rent credit for the amount of such excess within fifteen (15) days
after such determination. Similarly, if it is determined that Tenants payments
on account were less than the amount actually due, Tenant shall pay the amount
of the shortfall to Landlord within such fifteen (15) day period. If it is
determined that Tenants payments on account of the Operating Costs covered by
such annual statement exceeded the amount actually payable by Tenant by more
than five percent (5%), Landlord shall reimburse Tenant for the reasonable out
of pocket costs incurred by Tenant in its review of such annual statement and
pay the fee and expenses of the arbitrator, if any. Except as provided in the
preceding sentence, the cost of any review of Landlords books and records,
including but not limited to the fees and expenses of any arbitrator and any
reasonable copying charges imposed by Landlord, shall be at Tenants sole
expense.  3.4.4 End of Term. If this Lease shall
terminate on a day other than the last day of a Year, (a) Landlord shall
estimate the Operating Costs Allocable to the Premises for such Year predicated
on the most recent reliable information available to Landlord; (b) the
amount determined under clause (a) of this sentence shall be prorated by
multiplying such amount by a fraction, the numerator of which is the number of
calendar days within the Lease Term in such Year and the denominator of which
is 360; (c) the Base Amount Allocable to the Premises shall be prorated in
the manner described in clause (b); (d) the clause (c) amount (i.e.,
the prorated Base Amount Allocable to the Premises) shall be deducted horn the
clause (b) amount (i.e., the prorated Operating Costs Allocable to the
Premises ); (e) if the clause (d) amount exceeds the Estimated
Operating Costs Allocable to the Premises paid by Tenant for the last Year in
the Lease Term, then Tenant shall pay the excess to Landlord within fifteen
(15) calendar days after Landlords delivery to Tenant of a statement for such
excess; and (f) if the Estimated Operating Costs Allocable to the
Premises paid by Tenant for the last Year in the Lease Term exceeds the clause (d) amount,
then Landlord shall refund to Tenant the excess within the ten (l0) calendar
day period described in clause (e). Landlords and Tenants obligations under
this paragraph shall survive the expiration or other termination of this Lease.  3.4.5 Definitions. Each underlined term
in this subparagraph shall have the meaning set forth next to that underlined
term:  Base Amount Allocable to the Premises:
The Operating Costs Allocable to the Premises for the Year 1999.  Estimated Operating Costs Allocable to the
Premises: Landlords estimate of Operating Costs
allocable to the Premises for a Year to be given by Landlord to Tenant pursuant
to subparagraph 3.4.1.  Operating Costs: All
expenses paid or incurred by Landlord for maintaining, operating, owning and
repairing any or all of the Land, Building, related improvements, and the
personal property used in conjunction with such Land, Building and related
improvements, including all expenses paid or incurred by Landlord for: (a) utilities,
including electricity, water, gas, sewers, refuse collection, telephone
charges, cable television or other electronic or microwave signal reception,
steam, heat, cooling or any other service which is now or in the future
considered a utility and which are not payable directly by tenants in the
Building;


(b) supplies; (c) cleaning
and janitorial services (including window washing), landscaping and landscaping
maintenance (including irrigating, trimming, moving, fertilizing, seeding and
replacing plants), snow removal and other services; (d) security services,
if any; (e) insurance; (f) management fees and administrative
salaries (not to increase on a cumulative basis over the management fees and
administrative salaries included in the Base Amount by more than 150% of the
increase in the Consumer Price Index, Urban Wage Earners & Clerical
Workers (CPI) published by the Bureau of Labor Statistics, United States
Department of Labor from the date of this Lease to the date of calculation); (g) Property
Taxes, tax consultant fees and expenses, and costs of appeals of any Property
Taxes; (h) services of independent contractors; (i) compensation
(including employment taxes and fringe benefits) of all persons who perform
duties in connection with any service, repair, maintenance, replacement or
improvement or other work included in this subparagraph; G) license, permit and
inspection fees; (k) assessments and special assessments due to deed
restrictions, declarations or owners associations or other means of allocating
costs of a larger tract of which the Land is a part; (1) rental of any
machinery or equipment; (m) audit fees and accounting services related to the
Building, and charges for the computation of the rents and charges payable by
tenants in the Building (but only to the extent the cost of such fees and
services are in addition to the cost of the management fee); (n) the cost of
maintenance, repairs and replacements; (0) maintenance and service contracts;
(P) legal fees and other similar expenses to the extent that they benefit the
tenants or project generally; (q) costs incurred by Landlord for compliance
with Access Laws, as set forth in the paragraph captioned Access Laws; (r)
elevator service and repair, if any; and (s) any other expense or charge which
in accordance with generally accepted accounting and management principles
would be considered an expense of maintaining, operating, owning or repairing
the Building. Operating Costs shall also include an amount necessary to
amortize the cost of improvements installed to reduce Operating Costs, the cost
to replace carpeting, draperies and wall coverings for the common areas of the
Building following substantial completion of the Building, and the cost of all
capital improvements required by governmental agencies following substantial
completion of the Building by reason of laws and ordinances first enacted
following substantial completion of the Building; all amortized over their
useful lives together with market interest on their unamortized balances.  Operating
Costs shall not include any of the following: (i) ground rent; (ii) interest
and amortization of funds borrowed by Landlord; (iii) except as
specifically provided in the last sentence of the preceding subparagraph, costs
of a capital nature including capital improvements, capital replacements,
capital repairs, capital equipment, and capital taxes, as determined under
Institutional Accounting Practices; (iv) items and services (of a nature
or in a quantity) that Landlord provides selectively to one or more but less than
all tenants of the Building; (v) overhead and profit paid to subsidiaries
or affiliates of Landlord for management or other services on or to the
Building or the Land or for supplies or other materials, to the extent the cost
of the services, supplies or materials exceeds the competitor costs of the
services, supplies, materials were they not provided by a subsidiary or
affiliate; (vi) rentals and other related expenses incurred in leasing air
conditioning systems, elevators or other equipment ordinarily considered to be
of a capital nature other than equipment used in providing janitorial services
and not affixed to the Building; (vii) any costs, fines or penalties
incurred because Landlord violated any governmental rule or authority; (viii) leasing
commissions, legal fees, advertising V and space planning expenses incurred in
procuring tenants; (ix) structural repairs


to the foundation, walls
or roof of the Building; (x) costs relating to the preparation of Landlords
tax returns; (xi) legal fees or similar expenses relating to disputes or
negotiations with tenants based on Landlords negligent or other tortious
conduct; (xii) and salaries, wages, or other compensation paid to employees
above the level of building manager (provided that if such employees are
employed by a subsidiary or affiliate of Landlord, the salaries, wages and
other compensation paid to such employees shall not exceed the salaries, wages
and other compensation paid by competitors for similarly qualified personnel),
or to officers or executives of Landlord in their capacities as officers and
executives. If less than ninety-five percent (95%) of the net rentable area of
the Building is occupied by tenants at all times during any Year, then
Operating Costs for such Year shall include all additional costs and expenses
that Landlord reasonably determines would have been incurred had ninety-five
percent (95%) of the Building been occupied at all times during such Year by
tenants.  Operating: Costs Allocable to the Premises:
The product of Tenants Pro Rata Share times Operating Costs.  3.5 Utilities.  3.5.1 Landlord shall have the right from time to time
select the company or companies providing local telephone and telecommunication
services to the Building.  Tenant shall
contract directly and pay for all telephone and other telecommunication
services used on or from the Premises together with any taxes, penalties,
surcharges or similar charges relating to such services.  If Tenant desires to use the services of a
provider of local telephone or telecommunication services whose equipment is
not then servicing the Building, no such provider shall be permitted to install
its lines or other equipment within the Building without the prior written
consent of Landlord.  3.5.2 Landlord reserves the right to select the
electrical utility provider to the Building. Tenant shall pay Landlord for all
electricity consumed at the premises during the Lease Term, at such rates as
are charged to Landlord by the providing utilities from time to time, without
fee or mark-up to Landlord; provided that, electric consumed by central air
conditioning, heating and ventilating equipment and electricity
         the operation of the common
areas shall not be paid directly by Tenant but shall be:
         the Operating Costs paid by
Tenant. As part of the Tenant Improvements, Tenant shall install electric
meters to measure all electricity consumed in the Premises, including the H\ C
units serving the Premises, and Tenant shall pay for electricity based on such
meters any meter reading charges actually incurred by Landlord. All charges
for electricity shall
                as
Additional Rent, with the installment of Base Rent with which they are billed,
or if, billed separately, shall be due and payable within twenty (20) calendar
days after such billing.  3.6  Holdover.
If Landlord agrees in writing that Tenant may hold over after the expiration or
termination of this Lease, and Landlord and Tenant do not otherwise agree in
writing on the terms of such holding over, then the hold over tenancy shall be
subject to termination by Landlord at any time upon not less than ten (10) days
advance written notice, or by Tenant at any time upon not less than thirty (30)
days advance written notice, and all of the


other terms and
provisions of this Lease shall be applicable during that period, except that
for the first three months of such holding over, Tenant shall pay Landlord from
time to time, upon demand, as Base Rent for the period of any such holding
over, an amount equal to 150% of the Base Rent in effect on the termination
date, computed on a daily basis for each day of the holding over period, and
for any period thereafter, an amount equal to 200% of the Base Rent in effect
on the termination date, computed on a daily basis for each day of the period
of the holding over. Such payment shall not release the Tenant from Tenants
obligation to pay Additional Rent and any other sums due under this Lease. No
holding over by Tenant, whether with or without consent of Landlord, shall
operate to extend this Lease except as otherwise expressly agreed by Landlord
in writing. The foregoing notwithstanding, if Landlord does not agree in
writing that Tenant may hold over after the expiration or termination of this
Lease, Tenant shall pay the daily Base Rent, Additional Rent and other sums
during the period of such holding over as set forth above, and Landlord shall
be entitled to pursue all remedies at law and in equity to which Landlord is
entitled, including, without limitation, rights to ejectment and damages.  3.7  Late Charge.
If Tenant fails to make any payment of Base Rent, Additional Rent or other
amount when due under this Lease, Tenant shall also pay a late charge equal to
three percent (3%) of the amount of any such payment. Landlord and Tenant agree
that this charge compensates Landlord for the administrative costs caused by
the delinquency. The parties agree that Landlords damage would be difficult to
compute and the amount stated in this paragraph represents a reasonable estimate
of such damage. Assessment or payment of the late charge contemplated in this
paragraph shall not excuse or cure any Event of Default or breach by Tenant
under this Lease or impair any other right or remedy provided under this Lease
or under law.  3.8  Default Rate.
Any Base Rent, Additional Rent or other sum payable under this Lease which is
not paid when due shall bear interest at a rate equal to the lesser of: (a) the
published prime rate of Riggs Bank, N.A. or such other national banking
institution designated by Landlord if such bank ceases to publish a prime rate
(the Prime Rate) then in effect, plus three (3) percentage points, or (b) the
maximum rate of interest per annum permitted by applicable law (the Default
Rate), but the payment of such interest shall not excuse or cure any Event of
Default or breach by Tenant under this Lease or impair any other right or
remedy provided under this Lease or under law.  SECTION 4: GENERAL
PROVISIONS  4.1  Maintenance and Repair by
Landlord. Subject to the paragraphs captioned Damage or
Destruction and Condemnation, Landlord shall maintain the public and common
areas of the Building and the roof, foundation, exterior walls and windows,
interior structural walls, all base building systems (HVAC, electrical,
mechanical and plumbing), and all exterior common areas (including lighting,
parking areas, paved surfaces, striping and landscaping) in reasonably good
order and condition, except for damage occasioned by the act or omission of
Tenant or Tenants Agents which shall be paid for entirely by Tenant upon
demand by Landlord, and ordinary wear and tear. In the event any or all of the
Building or exterior common areas becomes in need of maintenance or repair
which Landlord is required to make under this Lease, Tenant shall immediately
give written notice to Landlord, and Landlord shall commence such


maintenance or repairs
within a reasonable time after Landlords receipt of such notice. Landlord
shall provide Tenant with reasonable notice (either oral or written) of
Landlords intent to make any repairs to the Premises, and shall use reasonable
efforts to avoid disruption of Tenants business operations therein.  4.2 Maintenance and Repair by Tenant.
Except as is expressly set forth as Landlords responsibility pursuant to the
paragraphs captioned Maintenance and Repair by Landlord and Building
Services, Tenant shall at Tenants sole cost and expense keep and maintain the
Premises in good condition and repair, ordinary wear and tear excepted. If
Tenant fails to maintain or repair the Premises in accordance with this
paragraph, then Landlord may, but shall not be required to, enter the Premises
upon three (3) calendar days prior written notice to Tenant (or
immediately without any notice in the case of an emergency) to perform such
maintenance or repair at Tenants sole cost and expense (unless in such period
Tenant has performed such work and notified Landlord thereof). Tenant shall pay
to Landlord the cost of such maintenance or repair within fifteen (15) calendar
days after written demand from Landlord.  4.3  Common Areas/Security.
The common areas of the Building shall be subject to Landlords sole management
and control. Without limiting the generality of the immediately preceding
sentence, Landlord reserves the exclusive right as it deems in its reasonable
discretion necessary or desirable to install, construct, remove, maintain and
operate lighting systems, facilities, improvements, equipment and signs on, in
or to all parts of the common areas; change the number, size, height, layout,
or locations of walks, driveways and truckways or parking areas now or later
forming a part of the Land or Building; make alterations or additions to the
Building or common area using reasonable efforts to avoid disruption of Tenants
business operations in the Premises; close temporarily all or any portion of
the common areas to make repairs, changes or to avoid public dedication; grant
easements to which the Land will be subject, replat, subdivide, or make other
changes to the Land; place, relocate and operate utility lines through, over or
under the Land and Building; and use or permit the use of all or any portion of
the roofs of the Building, provided that such changes do not impair Tenants
use of the Premises in a materially adverse manner. Landlord reserves the right
to relocate parking areas and driveways and to build additional improvements in
the common areas. Landlord has no duty or obligation to provide any security
services in, on or around the Premises, Land or Building, and Tenant recognizes
that security services, if any, provided by Landlord will be for the sole
benefit of Landlord and the protection of Landlords property and under no
circumstances shall Landlord be responsible for, and Tenant waives any rights
with respect to, Landlord providing security or other protection for Tenant or
Tenants Agents or property in, on or about the Premises, Land or Building.
Tenant shall have the right to provide its own security service, security
equipment and implement its own security procedures provided that such service,
equipment and procedures are entirely within the Premises and do not increase
Operating Costs, and provided further that Tenant shall ensure that Landlord
and Landlords Manager continue to have access to the Premises as set forth
herein. In addition, Tenant shall have the right, upon at least sixty (60) days
prior notice to Landlord, to have the automatic Kastle Security System locking
system on the front and back entrance doors servicing the east wing of the
Building deactivated and to install, following Landlords approval of such
system and plans for its installation, its own security system at the entrance
of the east wing of the Building, provided that such system does not increase
Operating Costs, and provided further that Tenant shall ensure that Landlord
and


Landlords Manager
continue to have access to the east wing of the Building and the Premises as
set forth herein. If Tenants security system includes monitoring services
acceptable to Landlord, and Tenant ensures that Landlord or Landlords agents
have notice under any such monitoring services agreement, Tenant shall have the
right, upon at least sixty (60) days prior notice to Landlord, to have the
Kastle Security System monitoring service discontinued on the east wing of the
Building. If Tenant exercises this right to deactivate the Kastle Security
System at the east wing entrance doors, upon the expiration or sooner
termination of this Lease, Tenant shall at its expense remove the security
system installed by it and repair any damage caused thereby and, if necessary,
reinstall the Kastle Security System locking system on such doors.  4.4  Building Services.  4.4.1
Landlord shall use diligent efforts to provide the following services and
facilities to the Premises:  (a) Heating,
ventilating and air conditioning during Business Hours subject to such
regulations as the Department of Energy or other Governmental Agency shall
adopt from time to time. Tenant agrees to cooperate fully with Landlord and to
abide by all the rules and regulations which Landlord may reasonably
prescribe for the proper functioning and protection of the heating, ventilating
and air conditioning systems. If Tenant requires heating, ventilation and air
conditioning service at times other than Business Hours, Landlord shall supply
the same, subject to payment by Tenant within ten (10) calendar days of
billing, of a charge reasonably established by Landlord to offset the cost
incurred by Landlord in providing after-Business Hours HVAC service (including
wear and tear on equipment). Landlord currently estimates the charge for wear
and tear on HVAC equipment at $10.00 per hour per heat pump.  (b) Subject
to payment of the charges therefor by Tenant, electricity for normal office
use, including normal office equipment, in the Premises (four (4) watts
per rentable square foot is deemed normal office use).  (c) Cleaning and maintenance of common areas in
the Building.  (d) Continuous
passenger elevator service during Business Hours, and service via at least one
(I) elevator car at all other times.  (e) Janitorial
services, including cleaning of the Premises, in accordance with Exhibit F.
Landlord shall not be required to furnish cleaning services to any kitchens,
lunchrooms or non-Building standard lavatories in the Premises.  (f) Water for lavatory and drinking purposes.  4.4.2
Tenant shall reimburse Landlord for any and all additional cleaning expenses
incurred by Landlord, including garbage and trash removal expenses over and above
the normal cleaning provided by Landlord or due to the presence of a lunchroom
or kitchen or food or beverage dispensing machines within the Premises.


4.4.3
The services described in this paragraph 4.4 may be subject to slowdown,
interruption or stoppage due to the order of any Governmental Agency,
Force Majeure, or the maintenance, repair, replacement or improvement of any of
the equipment involved in the furnishing of any such service. No such slowdown,
interruption or stoppage of any such service shall be construed as an
eviction, actual or constructive, of Tenant, nor shall same cause any abatement
of Base Rent or Additional Rent or relieve Tenant from any of its obligations
under this Lease. Landlord agrees to use reasonable efforts to resume the
affected service promptly following any such slowdown, interruption or
stoppage. Landlord will provide Tenant, whenever reasonably possible, advance
notice of any scheduled service slowdowns, interruptions or stoppages of
which it has knowledge. Notwithstanding the foregoing, if any such slowdown,
interruption or stoppage is due to the negligence or willful misconduct of
Landlord, results in Tenants inability to use the Premises and such inability
to use the Premises continues for a period in excess of five (5) consecutive
business days from the date of Tenants notice, Base Rent shall abate hereunder
commencing on the sixth (6th) day following the date of Tenants notice of such
slowdown, interruption or stoppage until Tenant is again able to use the
Premises for the Permitted Use.  4.4.4
Landlord shall allow Tenant to use up to twenty-five (25) KV A of draw capacity
from the Buildings emergency backup generator to provide a source of temporary
power for Tenants use in the event of a disruption in the regular supply of
electric power to the Building. Tenant acknowledges that the primary purpose of
the Buildings emergency backup generator is to provide emergency backup power
to the Buildings life safety systems, and that in the event Tenant intends to use
its allocated share of the emergency power for computer or other sensitive
applications, Tenant shall be solely responsible for taking such measures as
Tenant deems necessary or advisable to convert the emergency power to a clean
power source suitable for such applications. In the alternative, Tenant, with
the prior consent of Landlord, shall be permitted to install and maintain, at
its sole cost and expense, an emergency electrical generator and power lines to
the Premises (collectively, the Generator), in order to provide emergency
electrical service to the Premises in the event of a power failure. Tenant
shall submit to Landlord plans and specifications for the Generator, along with
landscaping plans for screening the Generator, for Landlords approval. The
location of Tenants Generator shall be as mutually agreed upon by Landlord and
Tenant and identified on a plot plan which Landlord and Tenant shall initial,
and Tenant shall be responsible, at Tenants sole cost and expense, for
installing the approved landscaping in the area around the Generator so that it
is screened from view. Tenant shall be solely responsible for maintaining its
Generator in good working order and in compliance with all legal requirements.
Landlord shall have no responsibility to Tenant for the maintenance, security
or operation of Tenants Generator, all of which is assumed by Tenant. At the
expiration or earlier termination of the Lease, Tenant shall remove the
Generator and shall repair any damage caused as a result of such removal.  4.5  Tenant Alterations.
Following completion of the Tenant Improvements, Tenant shall not make any
alterations, additions or improvements in or to the Premises, or make changes
to locks on doors, or add, disturb or in any way change any floor covering,
wall covering, fixtures, plumbing or wiring (individually and collectively Tenant Alterations), Without first obtaining the consent of
Landlord which may be withheld in Landlords reasonable discretion.  Tenant shall deliver to Landlord full and
complete plans and specifications for any proposed Tenant


Alterations and, if
consent by Landlord is given, all such work shall be performed at Tenants
expense by one or more contractors selected by Tenant and approved by Landlord
pursuant to Section 4.6, provided that if the proposed Tenant Alteration
involves alteration of the Building Structure or systems,: Landlord may
condition Landlords approval of such proposed Tenant Alteration on performance
of the work by Landlord, at Tenants expense. Tenant shall reimburse Landlord,
upon receipt of demand therefor, for all out-of-pocket costs and expenses
incurred by Landlord related to its review of Tenants plans and specifications
(regardless of whether Landlord approves Tenants request). Upon completion of
the Tenant Alterations, Tenant shall pay Landlord a construction management fee
to compensate Landlord for the coordination and inspection of such work. The
construction management fee shall be equal to five (5%) percent of the total
cost of any Tenant Alteration, and shall cover the following services:
coordination of space planner; coordination of preparation of construction
documents; competitive bidding of Tenant alteration work; selection of
contractor; oversight of construction from commencement through completion;
oversight of quality of workmanship; coordination of building permit and other
necessary approvals from any Governmental Agency; management of change orders;
periodic inspections of ongoing construction; and project closeout. Without
limiting the generality of the foregoing, Landlord may require Tenant (if
Landlord has elected to require Tenant to perform the Tenant Alterations), at
Tenants sole cost and expense, to obtain and provide Landlord with proof of
insurance coverage, in forms, amounts and by companies acceptable to Landlord,
as well as with evidence that Tenants contractor is bondable at standard rates
with a reputable surety company licensed to do business in the Commonwealth of
Pennsylvania and otherwise reasonably acceptable to Landlord. All Tenant
Alterations to the Premises, regardless of which party constructed them, shall
become the property of Landlord and shall remain upon and be surrendered with
the Premises upon the expiration or earlier termination of this Lease; provided
that, unless at the time Tenant requested Landlords consent to a proposed
Tenant Alteration, Tenant requested, and Landlord agreed in writing, that
Tenant need not remove such Tenant Alteration upon the expiration or sooner
termination of this Lease, upon the expiration or earlier termination of this
Lease, at Landlords election and upon notice to Tenant, Tenant shall be
required to remove some or all of the Tenant Alterations as designated in
Landlords notice to Tenant (it being understood that nothing herein requires
Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any
such Tenant Alterations as required by this paragraph 4.5, Landlord may do so
and Tenant shall pay to Landlord the entire cost of such removal plus an
administrative charge of ten percent (10%) within fifteen (15) calendar days
after Tenants receipt of Landlords written demand therefor. Nothing contained
in this paragraph or the paragraph captioned Tenants Work Performance shall
be deemed a waiver of the provisions of the paragraph captioned Mechanics
Liens.  4.6  Tenants Work Performance.
All construction work to be performed by Tenant that requires Landlords
consent pursuant to this Lease shall be performed by contractors employed by
Tenant under one or more construction contracts, in form and content approved
in advance in writing by Landlord (which approval shall be subject to Landlords
discretion and may include a requirement that the prime contractor and the
respective subcontractors: (a) be parties to, and bound by, a collective
bargaining agreement with a labor organization affiliated with the Building and
Construction Trades Council of the AFL-CIO and (b) employ only members of
such labor organizations to perform work within their respective
jurisdictions). Tenants contractors, workers and suppliers shall work in
harmony with and not interfere with workers or


contractors of Landlord
or other tenants of Landlord. If Tenants contractors, workers or suppliers do,
in the opinion of Landlord, cause such disharmony or interference, Landlords
consent to the continuation of such work may be withdrawn upon written notice
to Tenant. All Tenant Alterations shall be (1) completed in accordance
with the plans and specifications approved by Landlord; (2) completed in
accordance with all Governmental Requirements; (3) carried out promptly in
a good and workmanlike manner; (4) of all new materials; (5) free of
defect in materials and workmanship; and (6) inspected for quality control
(punchlisted) by Landlords construction manager. Any and all portions of the
Tenant Alterations not in accordance with the plans and specifications approved
by Landlord pursuant to Section 4.5 or otherwise not meeting Landlords
quality and building standards shall be corrected by Tenant, at Tenants
expense, within thirty (30) days after notification of such defects by
Landlord. If Tenant fails to bring the work in question up to the required
standards within such 30 day period, Landlord may complete such work (but shall
have no obligation to do so) and Tenant shall pay the entire cost thereof to
Landlord within fifteen (15) calendar days after Tenants receipt of Landlords
written demand therefor. Tenant shall pay for all damage to the Premises,
Building and Land caused by Tenant or Tenants Agents. Tenant shall indemnify,
defend and hold harmless Landlord and Landlords Agents from any Claims arising
as a result of any defect in design, material or workmanship of any Tenant
Alterations completed by or at the direction of Tenant.  4.7  Surrender of Possession.
Subject to the last subparagraph of the paragraph captioned Insurance, Tenant
shall, at the expiration or earlier termination of this Lease, surrender and
deliver the Premises to Landlord in as good condition as when received by
Tenant from Landlord or as later improved, reasonable use and wear excepted.
Tenant shall give written notice to Landlord at least twenty (20) calendar days
prior to vacating the Premises and shall arrange to meet with Landlord for a
joint inspection of the Premises prior to vacating.  In the event of Tenants failure to give such
notice or arrange such joint inspection, Landlords inspection at or after
Tenants vacating the Premises shall be conclusively deemed correct for
purposes of determining Tenants responsibility for repairs and restoration.  4.8Removal of Property. Upon
expiration or earlier termination of this Lease, Tenant may remove its trade
fixtures, office supplies and office furniture and equipment if (a) such
items are readily moveable and are not permanently attached to the Premises; (b) such
removal is completed prior to the expiration or earlier termination of this
Lease; (c) Tenant is not in default of any covenant or condition of this
Lease at the time of such removal; and (d) Tenant immediately repairs all
damage caused by or resulting from such removal; and Tenant shall immediately
remove all such property if requested to do so by Landlord (unless Landlord has
agreed pursuant to Section 4.5 that such property need not be removed).
All other property in the Premises and any Tenant Alterations (including,
wall-to-wall carpeting, paneling, wall covering or lighting fixtures and
apparatus) or any other article affixed to the floor, walls, ceiling or
any other part of the Premises or Building, shall become the property of
Landlord and shall remain upon and be surrendered with the Premises, except as
may be otherwise provided in the paragraph captioned Tenant Alterations or
the paragraph captioned Tenants Contribution to Tenant Improvement Costs.
Tenant waives all rights to any payment or compensation for such property. If,
at the expiration or earlier termination of this Lease or at such time as
Landlord exercises its right of re-entry, Tenant has failed to remove any property
from the Premises,


Building or Land which it
is entitled or required to remove as provided in this Lease, Landlord may, at
its option, remove and store such property without liability for loss of or
damage to such property, such storage to be for the account and at the expense
of Tenant. If Tenant fails to pay the cost of storing any such property,
Landlord may, at its option, sell or permit to be sold, any or all such
property at public or private sale (and Landlord may become a purchaser at such
sale), in such manner and at such times and places as Landlord in its sole
discretion may deem proper, without notice to Tenant, and Landlord shall apply
the proceeds of such sale: first, to the cost and expense of such sale,
including reasonable attorneys fees actually incurred; second to the payment
of the costs or charges for storing any such property; third to the payment of
any other sums of money which may then be or later become due Landlord from
Tenant under this Lease; and, fourth the balance, if any, to Tenant.  4.9  Access.
Tenant shall permit Landlord and Landlords Agents to enter into the Premises
at any reasonable time upon twenty-four (24) hours notice (oral or written) to
Tenant (or without notice in the event of an emergency) for the purpose of
inspecting the same or for the purpose of repairing, altering or improving the
Premises or the Building. Nothing contained in this paragraph shall be deemed
to impose any obligation upon Landlord not expressly stated elsewhere in this
Lease. When reasonably necessary, Landlord may temporarily close Building or
Land entrances, Building doors or other facilities, without liability to Tenant
by reason of such closure and without such action by Landlord being construed
as an eviction of Tenant or as relieving Tenant from the duty of observing or
performing any of the provisions of this Lease. Landlord shall have the right
to enter the Premises upon twenty-four (24) hours notice to Tenant for the
purpose of showing the Premises to prospective tenants within the period of two
hundred seventy (270) calendar days prior to the expiration or sooner
termination of this Lease and to erect on the Premises a suitable sign
indicating the Premises are available. Landlord shall not be liable for the
consequences of admitting by passkey, or refusing to admit to the Premises,
Tenant or any of Tenants Agents, or other persons claiming the right of
admittance, unless Landlord has been grossly negligent in admitting any person
to the Premises.  4.10Damage or Destruction.  4.10.1
If the Premises are damaged by fire, earthquake or other casualty, Tenant shall
give immediate written notice thereof to Landlord. Landlord shall determine,
within forty-five (45) days following receipt of such notice from Tenant,
whether the damage can be repaired within two-hundred-forty (240) calendar days
after Landlords receipt of notice from Tenant and if there are sufficient
insurance proceeds available to repair such damage, and if Landlord determines
that these conditions can be satisfied, then Landlord shall proceed with
reasonable diligence to restore the Premises to substantially the condition
which existed prior to the damage and this Lease shall not terminate. If, in
Landlords estimation, the damage cannot be repaired within such 240 day period
or if there are insufficient insurance proceeds available to repair such
damage, Landlord may elect in its absolute discretion to either: (a) terminate
this Lease or (b) restore the Premises to substantially the condition
which existed prior to the damage and this Lease will continue. If Landlord
restores the Premises under this paragraph, then (1) the Lease Term shall
be extended for the time required to complete such restoration, (2) Tenant
shall pay to Landlord, upon demand, Tenants Pro Rata Share of any applicable
deductible amount specified under Landlords insurance and (3) Landlord
shall not be required to repair or restore any or all


furniture, fixtures,
equipment, inventory, improvements or other property which was in or about the
Premises at the time of the damage, Tenant Alterations or Tenant Improvements
which are in excess of the building standard Tenant Improvements. Base Rent,
Additional Rent and any other sum due under this Lease during any
reconstruction period shall be abated from the date of such damage or
destruction until Landlords repairs are substantially completed and possession
of the Premises is delivered to Tenant. Tenant agrees to look to the provider
of Tenants insurance for coverage for the loss of Tenants use of the Premises
and any other related losses or damages incurred by Tenant during any
reconstruction period.  4.10.2
If the Building is damaged by fire, earthquake or other casualty and more than
fifty percent (50%) of the Building is rendered untenantable, without regard to
whether the Premises are affected by such damage, Landlord may in its absolute
discretion and without limiting any other options available to Landlord under
this Lease or otherwise, elect to terminate this Lease by notice in writing to
Tenant within sixty (60) calendar days after the occurrence of such damage.
Such notice shall be effective as of the date of damage or destruction if the
Premises have been rendered unusable, or upon receipt if the Premises have not
been rendered unusable.  4.10.3
Notwithstanding anything in the foregoing to the contrary, if Landlord
estimates that any damage cannot be repaired within two-hundred-forty (240)
days after Landlord is notified by Tenant of such damage and such damage occurs
in the last year of the Lease Term, Tenant shall have the right, upon notice to
Landlord, to terminate this Lease within thirty (30) days of receipt of such
estimate from Landlord. In addition, or if such damage is not repaired within
three hundred (300) days after Landlord is notified by Tenant of such damage,
Tenant shall have the right, upon notice to Landlord, to terminate this Lease.
Tenants notice of termination under this paragraph 4.10.3 shall be effective
as of the date of the damage or destruction if the Premises have been rendered
unusable, or upon receipt if the Premises have not been rendered unusable.  4.10.4
Notwithstanding anything contained in this Lease to the contrary, if there is
damage to the Premises, or Building and the holder of any indebtedness secured by
a mortgage or deed of trust covering any such property requires that the
insurance proceeds be applied to such indebtedness, then Landlord shall have
the right to terminate this Lease by delivering written notice of termination
to Tenant within fifteen (15) calendar days after such requirement is made by
such holder.  4.11 Condemnation. If all of the
Premises, such portions of the Building as may be required for the Tenants
reasonable use of the Premises, are taken by eminent domain or by conveyance in
lieu thereof, or if thirty (30%) percent of the parking spaces are so taken and
Landlord is unable either to replace such spaces or to provide alternative
parking arrangements reasonably acceptable to Landlord and Tenant, then
Landlord or Tenant shall have the option, upon notice to the other, to
terminate this Lease as of the date the physical taking occurs, and all Base
Rent, Additional Rent and other sums payable under this Lease shall be paid to
that date. In case of taking of a part of the Premises or a portion of the
Building not required for the Tenants reasonable use of the Premises, or of
fewer than thirty (30%) percent of the parking spaces, then this Lease shall
continue in full force and effect and the Base Rent shall be equitably


reduced based on the
proportion by which the floor area of the Premises is reduced, such reduction
in Base Rent to be effective as of the date the physical taking occurs.
Additional Rent and all other sums payable under this Lease shall not be abated
but Tenants Pro Rata Share may be redetermined as equitable under the
circumstances. Landlord reserves all rights to damages or awards for any taking
by eminent domain relating to the Premises, Building, Land and the unexpired
term of this Lease. Tenant assigns to Landlord any right Tenant may have to
such damages or award and Tenant shall make no claim against Landlord for
damages for termination of its leasehold interest or interference with Tenants
business. Tenant shall have the right, however, to claim and recover from the
condemning authority compensation for any loss to which Tenant may be entitled
for Tenants moving expenses or other relocation costs; provided that, such
expenses or costs may be claimed only if they are awarded separately in the
eminent domain proceedings and not as a part of the damages recoverable by
Landlord.  4.12Intentionally Omitted.  4.13Indemnification.  4.13.1
Tenant shall indemnify, defend and hold harmless Landlord and Landlords Agents
from and against any and all Claims, arising in whole or in part out of (a) the
possession, use or occupancy of the Premises or the business conducted in the
Premises during the Lease Term, (b) any act, omission or negligence of
Tenant or Tenants Agents, or (c) any breach or default under this Lease by
Tenant, provided that Tenant shall not be obligated to indemnify Landlord to
the extent any such Claim arises from the gross negligence or willful
misconduct of Landlord.  4.13.2
Landlord shall indemnify, defend and hold harmless Tenant and Tenants Agents
from and against all Claims to the extent arising from the gross negligence or
willful misconduct of Landlord or Landlords Agents with respect to this Lease,
the Premises or the Building.  4.13.3
Neither Landlord nor Landlords Agents shall, to the extent permitted by law,
have any liability to Tenant, or to Tenants Agents, for any Claims arising out
of any cause whatsoever, including repair to any portion of the Premises;
interruption in the use of the Premises or any equipment therein; any accident or
damage resulting from any use or operation by Landlord, Tenant or any person or
entity of heating, cooling, electrical, sewerage or plumbing equipment or
apparatus; termination of this Lease by reason of damage to the Premises or
Building; fire, robbery, theft, vandalism, mysterious disappearance or any
other casualty; actions of any other tenant of the Building or of any other
person or entity; inability to furnish any service required of Landlord as
specified in this Lease; or leakage in any part of the Premises or the Building
from rain, ice or snow, or from drains, pipes or plumbing fixtures in the
Premises or the Building; except for Claims arising solely out of the gross
negligence or willful misconduct of Landlord in failing to repair or maintain the
Building as required by this Lease after any notice by Tenant required by the
paragraph captioned Maintenance and Repair by Landlord; provided that, in no
event shall Landlord be responsible for any interruption to Tenants business
or for any indirect or consequential losses suffered by Tenant or Tenants
Agents.


4.13.4
The obligations of this paragraph shall be subject to the paragraph captioned
Waiver of Subrogation.  4.14Tenant Insurance.  4.14.1 Tenant shall, throughout the Lease Term, at its
own expense, keep and maintain in full force and effect:  (a) A
policy of commercial general liability insurance, including a contractual
liability endorsement covering Tenants obligations under the paragraph
captioned Indemnification, insuring against claims of bodily injury and death
or property damage or loss with a combined single limit at the Commencement
Date of this Lease of not less than Two Million Dollars ($2,000,000.00), which
limit shall be reasonably increased during the Lease Term at Landlords request
to reflect both increases in liability exposure arising from inflation as well
as from changing use of the Premises or changing legal liability standards,
which policy shall be payable on an occurrence rather than a claims made
basis, and which policy names Landlord and Manager and, at Landlords request
Landlords mortgage lender(s) or its investment advisor, as additional
insureds, as their interests appear; and  (b) A
policy of extended property insurance (which is commonly called all risk)
covering Tenant Improvements over the value of the Tenant Improvement
Allowance, Tenant Alterations, and any and all furniture, fixtures, equipment,
inventory, improvements and other property in or about the Premises which is
not owned by Landlord, for one hundred percent (100%) of the then current
replacement value of such property.  4.14.2
All insurance policies required under this paragraph may be blanket policies
which cover other properties occupied by Tenant and shall be with companies
having a Bests rating of ANIII or better, and each policy shall provide that
it is not subject to cancellation or reduction in coverage except after thirty
(30) calendar days written notice to Landlord. 
Tenant shall deliver to Landlord and, at Landlords request Landlords
mortgage lender(s), prior to the Commencement Date and from time to time
thereafter, certificates evidencing the existence and amounts of all such
policies.  4.14.3
If Tenant fails to acquire or maintain any insurance or provide any certificate
required by this paragraph, Landlord may, but shall not be required to, obtain
such insurance or certificates and the costs associated with obtaining such
insurance or certificates shall be payable by Tenant to Landlord on demand.  4.15Landlords Insurance. Landlord
shall, throughout the Lease Term, keep and maintain in full force and effect:  4.15.1
A policy of commercial general liability insurance, insuring against claims of
bodily injury and death or property damage or loss with a combined single limit
at the Commencement Date of not less than Five Million Dollars ($5,000,000.00),
which policy shall be payable on an occurrence rather than a claims made
basis;


4.15.2
A policy of extended property insurance (what is commonly called all risk)
covering the Building, the value of the Tenant Improvements up to the Tenant
Improvement Allowance and Landlords personal property, if any, located on the
Land in the amount of one hundred percent (100%) of the then current
replacement value of such property;  and  4.15.3
Such business interruption and/or rent loss insurance as Landlord shall from
time to time determine appropriate.  Landlord
may, but shall not be required to, maintain property insurance coverage for
earthquakes, floods and such other perils in such amounts as Landlord deems
appropriate, and the limit on the deductible amount set forth in paragraph
4.15.2 shall not be applicable to such coverage. Such policies may be blanket
policies which cover other properties owned by Landlord and shall be with an
insurance company having a Best rating of ANIII or better. The cost of all
insurance policies maintained by Landlord relating to the Land, Building or
Premises or the income therefrom shall be Operating Costs. To the extent that
any payment on an insurance claim under any Landlords policy is reduced by a
deductible, such deductible shall be an Operating Cost; provided, however, that
the maximum amount Landlord shall charge as an Operating Cost under the policy
of insurance described in paragraph 4.15.2 shall be Thirty Thousand Dollars
($30,000.00).  4.16Waiver of Subrogation.
Notwithstanding anything in this Lease to the contrary, Landlord and Tenant
hereby each waive and release the other from any and all Claims or any loss or
damage that may occur to the Land, Building, Premises, or personal property
located therein, by reason of fire or other casualty regardless of cause or
origin, including the negligence or misconduct of Landlord, Tenant, Landlords
Agents or Tenants Agents, but only to the extent of the insurance proceeds
paid to such releasor under its policies of insurance or if it fails to
maintain the required policies, the insurance proceeds that would have been
paid to such releasor if it had maintained such policies. Each party to this
Lease shall promptly give to its insurance company written notice of the mutual
waivers contained in this subparagraph, and shall cause its insurance policies
to be properly endorsed, if necessary, to prevent the invalidation of any
insurance coverages by reason of the mutual waivers contained in this
subparagraph.  4.17Assignment and Subletting by Tenant.  4.17.1
Tenant shall not have the right to assign, transfer, mortgage or encumber this
Lease in whole or in part, nor sublet the whole or any part of the Premises,
nor allow the occupancy of all or any part of the Premises by another, without
first obtaining Landlords consent. Notwithstanding any permitted assignment or
subletting, Tenant shall at all times remain directly, primarily and fully responsible
and liable for the payment of all sums payable under this Lease and for
compliance with all of its other obligations as tenant under this Lease.  Upon the occurrence of an Event of Default,
if the Premises or any part of the Premises are then subject to an assignment
or subletting, Landlord, in addition to any other remedies provided in this
Lease or by law, may at its option collect directly from such assignee or
subtenant all rents becoming due to Tenant under such assignment or sublease
and apply such rents against any sums due to Landlord from Tenant under this
Lease, and no such collection shall be construed to


constitute a novation or
release of Tenant from the further performance of Tenants obligations under
this Lease. Tenant makes an absolute assignment to Landlord of such assignments
and subleases and any rent, security deposits and other sums payable under such
assignments and subleases as collateral to secure the performance of the
obligations of Tenant under this Lease. 
Landlord agrees not to collect any such rent, security deposits or other
sums payable under such assignments and subleases unless an Event of Default
shall have occurred and be continuing.  4.17.2
In the event Tenant desires to assign this Lease or to sublet all or any
portion of the Premises, Tenant shall give written notice of such desire to
Landlord setting forth the name of the proposed subtenant or assignee, the
proposed term, the proposed commencement date of the assignment or sublease,
the nature of the proposed subtenants or assignees business to be conducted
on the Premises, the rental rate, and any other particulars of the proposed
subletting or assignment that Landlord may reasonably request. Without limiting
the preceding sentence, Tenant shall also provide Landlord with: (a) such
financial information as Landlord may reasonably request concerning the
proposed subtenant or assignee, including recent financial statements certified
as accurate, complete and prepared in conformance with generally accepted accounting
principles by the president, managing partner or other appropriate officer of
the proposed subtenant or assignee; (b) proof satisfactory to Landlord
that the proposed subtenant or assignee will promptly occupy and thereafter use
the entire Premises (or any sublet portion of the Premises) for the remainder
of the Lease Term (or for the entire term of the sublease, if shorter) in
compliance with the terms of this Lease; and (c) a copy of the proposed
sublease or assignment or letter of intent. At the same time that Tenant
provides Landlord with notice of its desire to assign or sublease, Tenant shall
pay to Landlord the sum of $500 as Landlords fee for processing such proposed
assignment and sublease, including attorneys fees incurred by Landlord with
respect to such processing (provided that such fee shall be waived in the event
Landlord accepts the proposed assignment or sublease and the rent or other
consideration, either initially or over the term if the assignment or sublease,
exceeds the Base Rent payable hereunder). Receipt of such fee shall not
obligate Landlord to approve the proposed assignment or sublease.  4.17.3
In determining whether to grant or withhold consent to a proposed assignment or
sublease, Landlord may consider, and weigh, any commercial factor it deems
relevant. Without limiting what may be construed as a factor considered by
Landlord in good faith, Tenant agrees that anyone or more of the following will
be proper grounds for Landlords disapproval of a proposed assignment or sublease:  (a) The
proposed assignee or subtenant is or will be unwilling or unable to execute and
deliver to Landlord an ERISA Certificate in a form consistent with the
provisions of the paragraph captioned ERISA Representations, as may be
updated by Landlord, or Landlord believes that the proposed assignment or
sublease will constitute a prohibited transaction under or otherwise violate
ERISA;  (b) The
proposed assignee or subtenant does not, in Landlords good faith judgment,
have sufficient financial worth to insure the full and timely performance under
this Lease;


(c) Landlord
has received insufficient evidence of the financial worth or creditworthiness
of the proposed assignee or subtenant to make the determination set forth in
clause (b);  (d) The
proposed assignee or subtenant has a reputation for disputes in contractual
relations, for failure to observe and perform its contractual obligations in a
timely and complete manner or for negative business relations in the business
community as a tenant of property or otherwise;  (e) Landlord
has received from any prior lessor of the proposed assignee or subtenant a
negative report concerning such prior lessors experience with the proposed
assignee or subtenant;  (f) Landlord
has had prior negative leasing experience with the proposed assignee or
subtenant;  (g) In
Landlords reasonable judgment, the proposed assignee or subtenant is engaged
in a business, or the Premises or any part of the Premises will be used in a
manner, that is not in keeping with the then standards of the Building, or that
is not compatible with the businesses of other tenants in the Building, or that
is inappropriate for the Building, or that will violate any negative covenant
as to use contained in any other lease of space in the Building;  (h) The
use of the Premises by the proposed assignee or subtenant will violate any
Governmental Requirement or create a violation of Access Laws;  (i) An Event of Default has occurred and
continuing under this Lease;  (j)
Landlord does not approve of any of the tenant improvements required for the
proposed assignee or subtenant; or  (k)
The proposed assignee or subtenant is a current tenant or a subtenant of the
Building, or Landlord has shown space in the Building other than the Premises
to the proposed assignee or subtenant in the six (6) months preceding
Tenants request.  4.17.4
Within fifteen (15) calendar days after Landlords receipt of all required
information to be supplied by Tenant pursuant to this paragraph, Landlord shall
notify Tenant of Landlords approval, disapproval or conditional approval of
any proposed assignment or subletting, or of Landlords election to recapture
the space as provided in subparagraph 4.17.7. 
Landlord shall have no obligation to respond unless and until all required
information has been submitted. In the event Landlord approves of any proposed
assignment or subletting, Tenant and the proposed assignee or sublessee shall
execute and deliver to Landlord an assignment (or subletting) and assumption
agreement in form and content satisfactory to Landlord.  4.17.5
Notwithstanding anything in this Paragraph 4.17 to this contrary, without the
consent of Landlord but upon notice to Landlord, Tenant may assign or sublet
all or any part of the Premises to any of the following (each, a Permitted
Transferee):


(a) any
entity that controls, is controlled by, or is under common control with,
Tenant; or  (b) any
corporation resulting from the merger, consolidation or other corporate
reorganization with Tenant or to any entity that acquires all of substantially
all of Tenants assets, as long as the assignee or sublessee is a bona fide
entity and assumes the obligations of Tenant under this Lease and such entity
has a net worth following such merger, consolidation or reorganization at least
equal to the net worth of Tenant on the date hereof or the date of such merger,
consolidation or reorganization, whichever is higher; provided that such
corporation or other entity is not a party in interest with Landlord that would
result in this Lease being a nonexempt prohibited transaction under ERISA.  4.17.6
If Landlord consents to any assignment or sublease and Tenant receives rent or
any other consideration, either initially or over the term of the assignment or
sublease, in excess of the Base Rent and Additional Rent (or, in the case of a
sublease of a portion of the Premises, in excess of the Base Rent paid by
Tenant on a square footage basis under this Lease), Tenant shall pay to
Landlord fifty (50%) percent of such excess.  4.17.7
If Tenant delivers a notice to Landlord requesting approval of a proposed
assignment or sublease, then Landlord may elect, in the case of a proposed
assignment of the Lease or subletting of the entire Premises, to terminate this
Lease or, in the case of a proposed subletting of a portion of the Premises, to
terminate Tenants rights under this Lease as to the area proposed to be
sublet, as of the date set forth in that notice for the proposed commencement
date of the assignment or the sublease; provided that, if no date is set forth
in Tenants notice, then Landlord may elect to terminate this Lease as of a
date at least sixty (60) calendar days after the date of the notice. Landlord
shall exercise its rights under this subparagraph by written notice to Tenant
no later than twenty (20) calendar days after its receipt of the last of the
materials delivered by Tenant to Landlord under this paragraph 4.17.  4.18  Assignment
by Landlord. Landlord shall have the right to transfer and
assign, in whole or in part, its rights and obligations under this Lease and in
any and all of the Land or Building. If Landlord sells or transfers any or all
of the Building, including the Premises, Landlord and Landlords Agents shall,
upon consummation of such sale or transfer, be released automatically from any
liability relating to obligations or covenants under .this Lease to be
performed or observed after the date of such transfer, and the assignee of
Landlords interest herein shall be deemed to have assumed such obligations and
covenants, and in such event, Tenant agrees to look solely to Landlords
successor-in-interest with respect to such liability; provided that, as to the
Security Deposit and Prepaid Rent, Landlord shall not be released from
liability therefor unless Landlord has delivered (by direct transfer or credit
against the purchase price) the Security Deposit or Prepaid Rent to its
successor-in-interest.  4.19  Estoppel
Certificates and Financial Statements. Tenant shall, from time
to time, upon the written request of Landlord, execute, acknowledge and deliver
to Landlord or its designee a written statement stating: (a) the date this
Lease was executed and the date it expires; (b) the date Tenant entered
into occupancy of the Premises; (c) the amount of monthly Base Rent


and Additional Rent and
the date to which such Base Rent and Additional Rent have been paid; and (d) certifying
that (1) this Lease is in full force and effect and has not been assigned,
modified, supplemented or amended in any way (or specifying the date of the
agreement so affecting this Lease); (2) to the knowledge of Tenant,
Landlord is not in breach of this Lease (or, if so, a description of each such
breach) and that no event, omission or condition has occurred which would
result, with the giving of notice or the passage of time, in a breach of this
Lease by Landlord; (3) this Lease (as it may have been assigned, modified,
supplemented or amended as disclosed pursuant to subsection (d)(l) hereof)
represents the entire agreement between the parties with respect to the
Premises; (4) all required contributions by Landlord to Tenant on account
of Tenant Improvements have been received; (5) on the date of execution,
there exist no defenses or offsets which the Tenant has knowledge against the
enforcement of this Lease by the Landlord (or, if any, a description of any
such offset or defense); (6) no Base Rent, Additional Rent or other sums
payable under this Lease have been paid in advance except for Base Rent and
Additional Rent for the then current month; (7) no security has been
deposited with Landlord (or, if so, the amount of such security); (8) it
is intended that any Tenants statement may be relied upon by a prospective
purchaser or mortgagee of Landlords interest or an assignee of any such mortgagee;
(9) the representations in the paragraph captioned ERISA Representations
remain true and correct; and (10) such other information as may be
reasonably requested by Landlord. If Tenant fails to respond within fifteen
(15) calendar days of its receipt of a written request by Landlord as provided
in this paragraph, such shall be a breach of this Lease and Tenant shall be
deemed to have admitted the accuracy of any information supplied by Landlord to
a prospective purchaser, mortgagee or assignee. In addition, Tenant shall, from
time to time, upon the written request of Landlord, deliver to or cause to be
delivered to Landlord or its designee then current financial statements
(including a statement of operations and balance sheet) certified as accurate,
complete and prepared in conformance with generally accepted accounting
principles by the president, managing partner or other appropriate officer for (i) Tenant,
(ii) any entity which owns a controlling interest in Tenant, (iii) any
entity the controlling interest of which is owned by Tenant, (iv) any
successor entity to Tenant by merger or operation of law, and (v) any
guarantor of this Lease.  4.20Modification for Lender. If, in
connection with obtaining construction, interim or permanent financing for the
Building or Land, Landlords lender, if any, shall request reasonable
modifications to this Lease as a condition to such financing, Tenant will not
unreasonably withhold or delay its consent to such modifications; provided
that, such modifications do not increase the obligations of Tenant under this
Lease or materially adversely affect Tenants rights under this Lease.  4.21Hazardous Substances.  4.21.1
Tenant agrees that neither Tenant, any of Tenants Agents nor any other person
will store, place, generate, manufacture, refine, handle, or locate on, in,
under or around the Land or Building any Hazardous Substance, except for
storage, handling and use of reasonable quantities and types of fuels for the
generation of emergency backup power as permitted by paragraph 4.4 hereof,
cleaning fluids and office supplies in the Premises in the ordinary course and
the prudent conduct of Tenants business in the Premises, provided that, (a) the
storage, handling and use of such permitted Hazardous Substances must at all
times conform


to all Governmental
Requirements and to applicable fire, safety and insurance requirements; (b) the
types and quantities of permitted Hazardous Substances which are stored in the
Premises must be reasonable and appropriate to the nature and size of Tenants
operation in the Premises and reasonable and appropriate for a first-class
building of the same or similar use and in the same market area as the
Building; (c) no Hazardous Substance shall be spilled or disposed of on,
in, under or around the Land or Building or otherwise discharged from the
Premises or any area adjacent to the Land or Building; and (d) in no event
will Tenant be permitted to store, handle or use on, in, under or around the
Premises any Hazardous Substance which will increase the rate of fire or
extended coverage insurance on the Land or Building, unless: (1) such
Hazardous Substance and the expected rate increase have been specifically
disclosed in writing to Landlord; (2) Tenant has agreed in writing to pay
any rate increase related to each such Hazardous Substance; and (3) Landlord
has approved in writing each such Hazardous Substance, which approval shall be
subject to Landlords sole discretion.  4.21.2
Tenant shall indemnify, defend and hold harmless Landlord and Landlords Agents
from and against any and all Claims arising out of any breach of any provision
of this paragraph, which expenses shall also include laboratory testing fees,
personal injury claims, clean-up costs and environmental consultants fees.
Tenant agrees that Landlord may be irreparably harmed by Tenants breach of
this paragraph and that a specific performance action may appropriately be
brought by Landlord; provided that, Landlords election to bring or not bring
any such specific performance action shall in no way limit, waive, impair or
hinder Landlords other remedies against Tenant.  4.21.3
As of the execution date of this Lease, Tenant represents and warrants to
Landlord that, except as otherwise disclosed by Tenant to Landlord, Tenant has
no intent to bring any Hazardous Substances on, in or under the Premises except
for the type and quantities authorized in the first paragraph of the paragraph
captioned Hazardous Substances.  4.22Access Laws.  4.22.1
Tenant agrees to notify Landlord immediately if Tenant receives notification or
otherwise becomes aware of: (a) any condition or situation on, in, under
or around the Land or Building which may constitute a violation of any Access
Laws or (b) any threatened or actual lien, action or notice that the Land
or Building is not in compliance with any Access Laws. If Tenant is responsible
for such condition, situation, lien, action or notice under this paragraph,
Tenants notice to Landlord shall include a statement as to the actions Tenant
proposes to take in response to such condition, situation, lien, action or
notice.  4.22.2
Tenant shall not alter or permit any assignee or subtenant or any other person
to alter the Premises in any manner which would violate any Access Laws or
increase Landlords responsibilities for compliance with Access Laws, without
the prior approval of the Landlord. In connection with any such approval,
Landlord may require a certificate of compliance with Access Laws from an
architect, engineer or other person acceptable to Landlord. Tenant agrees to
pay the reasonable fees incurred by such architect, engineer or other third
party in connection with the issuance of such certificate of compliance.
Landlords consent to any proposed Tenant Alteration shall (a) not relieve
Tenant of its obligations or indemnities


contained in this
paragraph or this Lease or (b) be construed as a warranty that such
proposed alteration complies with any Access Law.  4.22.3
Tenant shall be solely responsible for all costs and expenses relating to or
incurred in connection with: (a) failure of the Premises to comply with
the Access Laws; and (b) bringing the Building and the common areas of the
Building into compliance with Access Laws, if and to the extent such failure or
noncompliance arises out of or relates to: (I) Tenants use of the Premises in
violation of this Lease; or (2) Tenant Alterations to the Premises; or (3) Tenant
Improvements which differ from building standard. Tenant agrees to perform any
work required to correct any such failure or noncompliance in a timely manner
after notice that such work is required.  4.22.4
Landlord shall be responsible for all costs and expenses relating to or
incurred in connection with bringing the common areas of the Building into
compliance with Access Laws, unless such costs and expenses are Tenants
responsibility as provided in the preceding subparagraph, which work Landlord
agrees to perform in a timely manner after notice that such work is required.
Any cost or expense paid or incurred by Landlord to bring the Premises or
common areas of the Building into compliance with Access Laws which is not
Tenants responsibility under the preceding subparagraphs shall be amortized
over the useful economic life of the improvements (not to exceed ten (10) years)
using an amortization rate reasonably determined by Landlord, and shall be an
Operating Cost for purposes of this Lease.  4.22.5
Tenant agrees to indemnify, defend and hold harmless Landlord and Landlords
Agents from and against any and all Claims arising out of or relating t~ any
failure of Tenant or Tenants Agents to comply with Tenants obligations under
this paragraph.  4.22.6
The provisions of this paragraph shall supersede any other provisions in this
Lease regarding Access Laws, to the extent inconsistent with the provisions of
any other paragraphs.  4.23Quiet Environment. Landlord
covenants that Tenant, upon paying Base Rent, Additional Rent and all other
sums payable under this Lease and performing all covenants and conditions
required of Tenant under this Lease shall and may peacefully have, hold and
enjoy the Premises without hindrance or molestation by Landlord or any person
claiming under Landlord.  4.24Signs.  Tenant shall not install any signs on the
Building exterior or inscribe, post, place, or in any manner display any sign,
notice, picture, placard or poster, or any advertising matter whatsoever,
anywhere in or about the Land or Building (including without limitation the
interior of the Premises) at places visible (either directly or indirectly as
an outline or shadow on a glass pane) from anywhere outside the Premises
without first obtaining Landlords consent, which consent shall not be
unreasonably withheld. Subject to Tenants compliance with all applicable
Governmental Requirements, including receipt of all necessary permits, Tenant
shall have the non-exclusive right to install and maintain, at Tenants sole
cost and expense, a sign on the facade of the Building in accordance with the
drawing and specifications attached hereto as Exhibit G (the Building
Facade Sign) at a location approved by Landlord in writing prior to the
installation of the Building Facade Sign. Tenant shall at all times maintain
the Building Facade ;


Sign in good condition
and repair and, upon expiration or sooner termination of this Lease, shall (
remove the Building Facade Sign and restore the Building to its condition prior
to the installation of the Building Facade Sign, all at Tenants sole cost and
expense. Landlord also agrees to/ provide Tenant, at Landlords reasonable
expense, with identification on the monument sign to be to be located at the
main entrance to the Building (which identification shall be available to
Tenant in a size at least equal to that of any other tenant of the Building),
two (2) building standard suite identification signs in the public
corridor adjacent to and to the right of each of Tenants main suite entrances,
and with identification on the Building directory.  4.25Subordination. Tenant subordinates
this Lease and all rights of Tenant under this Lease to any mortgage, deed of
trust, ground lease or vendors lien, or similar instrument which may from time
to time be placed upon the Premises (and all renewals, modifications,
replacements and extensions of such encumbrances), and each such mortgage, deed
of trust, ground lease or lien or other instrument shall be superior to and
prior to this Lease provided that the holder of such mortgage, deed of trust,
ground lease, lien or other instrument agrees to recognize this Lease and
Tenants rights hereunder. Upon request, Tenant shall execute a subordination,
non-disturbance and attornment agreement in a form reasonably satisfactory to
Tenant and Landlords lender. Notwithstanding the foregoing, the holder or
beneficiary of such mortgage, deed of trust, ground lease, vendors lien or
similar instrument shall have the right to subordinate or cause to be
subordinated any such mortgage, deed of trust, ground lease, vendors lien or
similar instrument to this Lease. Tenant further covenants and agrees that if
the lender or ground lessor acquires the Premises as a purchaser at any
foreclosure sale or otherwise, Tenant shall recognize and attorn to such party
as landlord under this Lease, and shall make all payments required hereunder to
such new landlord without deduction or set-off and, upon the request of such
purchaser or other successor, execute, deliver and acknowledge documents
confirming such attornment. Tenant waives the provisions of any law or
regulation, now or hereafter in effect, which may give or purport to give
Tenant any right to terminate or otherwise adversely affect this Lease or the
obligations of Tenant hereunder in the event that any such foreclosure or
termination or other proceeding is prosecuted or completed.  4.26Workers Compensation Immunity. If
and to the extent that Tenant is obligated to indemnify, defend or hold
harmless Landlord or Landlords Agents from any Claims arising from its use of
the Premises or any act or failure to act by Tenant or Tenants Agents or
otherwise, Tenant expressly waives, to and in favor of Landlord and Landlords
Agents, its statutory workers compensation act employers immunity relative to
any injury to an employee or employees of Tenant. Nothing herein shall be
construed as a waiver of any rights Tenant may have with respect to its
employees, and no employee of Tenant shall be deemed a third party beneficiary
of this provision.  4.27Brokers. Landlord shall pay
commissions to the Brokers in connection with this Lease in accordance with the
terms of the separate commission agreements between Landlord and the Brokers.
Except for Landlords obligations to the Brokers under such separate commission
agreements, each party to this Lease shall indemnify, defend and hold harmless
the other party from and against any and all Claims asserted against such other
party by any real estate broker, finder or intermediary relating to any act of
the indemnifying party in connection with this Lease.


4.28Exculpation and Limitation of Liability.
Landlord has executed this Lease by its trustee signing solely in a
representative capacity. Notwithstanding anything contained in this Lease to
the contrary, Tenant confirms that the covenants of Landlord are made and
intended, not as personal covenants of the trustee, or for the purpose of
binding the trustee personally, but solely in the exercise of the
representative powers conferred upon the trustee by its principal.  Liability with respect to the entry and performance
of this Lease by or on behalf of Landlord, however it may arise, shall be
asserted and enforced only against the Landlords estate and interest in the
Building and any insurance proceeds for the Building received by Landlord, and
Landlord shall have no personal liability in the event of any claim against
Landlord arising out of or in connection with this Lease, the relationship of
Landlord and Tenant or Tenants .use of the Premises. Further, in no event
whatsoever shall any Landlords Agent have any liability or responsibility
whatsoever arising out of or in connection with this Lease, the relationship of
Landlord and Tenant or Tenants use of the Premises. Any and all personal
liability, if any, beyond that which may be asserted under this paragraph, is
expressly waived and released by Tenant and by all persons claiming by, through
or under Tenant.  4.29ERISA Representations. Tenant
represents to Landlord that with the exception of this Lease, neither the
Tenant nor any affiliate of the Tenant is a tenant under a lease or any other
tenancy arrangement (1) with (a) Riggs and Company, a division of
Riggs Bank N.A., as trustee of the Multi-Employer Property Trust, (b) Riggs
Bank N.A. as trustee of the Multi-Employer Property Trust; (c) the
Multi-Employer Property Trust; (d) the National Bank of Washington
Multi-Employer Property Trust, the previous name of the Multi-Employer Property
Trust; (e) The Riggs National Bank of Washington, D.C., as trustee of the
Multi-Employer Property Trust; (f) the Harman International Business
Campus Joint Venture; (g) the Corporate Drive Corporation as trustee of
the Corporate Drive Nominee Realty Trust; (h) Goldbelt Place Joint
Venture; (i) Arboretum Lakes-I, L.L.C., a Delaware limited liability
company; G) Village Green of Rochester Hills Associates L.L.C.; (k) Pine Street
Development, L.L.C.; (I) MEPT Realty LLC; (m) MEPT, L.L.C.; (n) Cabrillo
Properties LLC; (0) Valencia LLC; or (P) Mission Trails LLC; or (2) involving
any property in which anyone or more of the entities named in clauses (1) (a) through
(e) are known by the Tenant to have an ownership interest.  4.30Mechanics Liens and Tenants Personal Property
Taxes.  4.30.1
Tenant shall have no authority, express or implied, to create or place any lien
or encumbrance of any kind or nature whatsoever upon, or in any manner to bind,
the interest of Landlord or Tenant in the Premises or to charge the rentals
payable under this Lease for any Claims in favor of any person dealing with
Tenant, including those who may furnish materials or perform labor for any construction
or repairs. Subject to Landlords reimbursement of such costs for the Tenant
Improvements pursuant to paragraph 2.4 and Exhibit C hereof, Tenant shall
payor cause to be paid all sums legally due and payable by it on account of any
labor performed or materials furnished in connection with any work performed on
the Premises on which any lien is or can be validly and legally asserted
against its leasehold interest in the Premises and Tenant shall indemnify,
defend and hold harmless Landlord from any and all Claims arising out of any
such asserted Claims. Tenant agrees to give Landlord immediate written notice
of any such Claim.


4.30.2
Tenant shall be liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the Premises. If any such
taxes for which Tenant is liable are levied or assessed against Landlord or
Landlords property and Landlord elects to pay them or if the assessed value of
Landlords property is increased by inclusion of such personal property,
furniture or fixtures and Landlord elects to pay the taxes based on such
increase, Tenant shall reimburse Landlord for the sums so paid by Landlord,
within fifteen (15) days following demand by Landlord.  4.31Intentionally Omitted.  4.32Parking. Subject to changes
required by applicable Governmental Requirements or eminent domain, Landlord
shall provide surface parking for passenger vehicles for the Building at a
ratio of 4.0 parking spaces for each 1,000 rentable square feet in the
Building.  Such parking shall be
available without charge during the Lease Term on a first-come, first served
basis.  SECTION 5: DEFAULT AND REMEDIES  5.1Events of Default.  5.1.1
The occurrence of anyone or more of the following events shall constitute a
material default and breach of this Lease by Tenant (Event of Default):  (a) vacation or abandonment of all or any
material portion of the Premises; provided that the vacating of all or a
material part of the Premises by Tenant shall not constitute an Event of Default
so long as (i) Tenant gives Landlord not less than thirty (30) days notice
of the date Tenant intends to vacate the Premises, (ii) on or before the
date Tenant vacates the Premises Tenant pays to Landlord Base Rent for the next
month in advance of the date otherwise due (e.g., pay on September 1, the
installments of Base Rent for the months of October and November), and (iii) otherwise
continue to perform Tenants obligations under this Lease;  (b) failure
by Tenant to make any payment of Base Rent, Additional Rent or any other sum
payable by Tenant under this Lease where such failure continues for more than
ten (10) calendar days after Landlord has provided Tenant with notice of
the delinquent payment; provided, however, Landlord need not give any such
notice, and Tenant shall not be entitled to any such period of grace, more than
twice in any twelve (12) month period;  (c) an
assignment of this Lease by Tenant or a sublease of any or all of the Premises
without Landlords permission except in conformance with paragraph 4.17 hereof;  (d) failure
by Tenant to observe or perform any covenant or condition of this Lease, other
than the making of payments, where such failure shall continue for a period of
thirty (30) calendar days after written notice from Landlord; provided,
however, that if the nature of the default is such that the same cannot
reasonably be cured within such thirty (30) day period,


Tenant shall not be
deemed to be in default if Tenant shall commence the cure of such default
within such thirty (30) day period and thereafter diligently prosecute the same
to completion within sixty (60) days after Tenant receives written notice
thereof;  (e) (1) the
making by Tenant of any general assignment or general arrangement for the
benefit of creditors; (2) the filing by or against Tenant of a petition in
bankruptcy, including reorganization or arrangement, unless, in the case of a
petition filed against Tenant, unless the same is dismissed within forty-five
(45) calendar days; (3) the appointment of a trustee or receiver to take
possession of substantially all of Ten ants assets located in the Premises or
of Tenants interest in this Lease; (4) any execution, levy, attachment or
other process of law against any property of Tenant or Tenants interest in
this Lease, unless the same is dismissed within forty-five (45) calendar days; (5) adjudication
that Tenant is bankrupt; (6) the making by Tenant of a transfer in fraud
of creditors; or (7) the failure of Tenant to generally pay its debts as
they become due; or  (f) any
information furnished by or on behalf of Tenant to Landlord in connection with
the entry of this Lease is determined to have been materially false, misleading
or incomplete when made.  5.1.2 Tenant shall notify Landlord promptly of any
Event of Default or any facts, conditions or events which, with the giving of
notice or passage of time or both, would constitute an Event of Default.  5.1.3
If a petition in bankruptcy is filed by or against Tenant, and if this Lease is
treated as an unexpired lease under applicable bankruptcy law in such
proceeding, then Tenant agrees that Tenant shall not attempt nor cause any
trustee to attempt to extend the applicable time period within which this Lease
must be assumed or rejected.  5.2Remedies. If any Event of Default
occurs, Landlord may at any time after such occurrence, with or without notice
or demand except as stated in this paragraph, and without limiting Landlord in
the exercise of any right or remedy at law which Landlord may have by reason of
such Event of Default, exercise the rights and remedies, either singularly or
in combination, as are specified or described in the subparagraphs of this
paragraph.  5.2.1
Landlord may terminate this Lease and all rights of Tenant under this Lease
either immediately or at some later date by giving Tenant written notice that
this Lease is terminated. If Landlord so terminates this Lease, then Landlord
may recover from Tenant the sum of:  (a) the
unpaid Base Rent, Additional Rent and all other sums payable under this Lease
which have been earned at the time of termination;  (b) interest
at the Default Rate on the unpaid Base Rent, Additional Rent and all other sums
payable under this Lease which have been earned at the time of termination;
plus


(c) the
amount by which the unpaid Base Rent, Additional Rent and all other sums
payable under this Lease which would have been earned after termination until
the time of award exceeds the amount of such rental loss, if any, as Tenant
proves could have been reasonably avoided and interest on such excess at the
Default Rate; plus  (d) the
amount by which the aggregate of the unpaid Base Rent, Additional Rent and all
other sums payable under this Lease for the balance of the Lease Term after the
time of award exceeds the amount of such rental loss, if any, as Tenant proves
could be reasonably avoided, with such difference being discounted to present
value at the Prime Rate at the time of award; plus  (e) any
other amount necessary to compensate Landlord for the detriment proximately
caused by Tenants failure to perform Tenants obligations under this Lease or
which, in the ordinary course of things, would be likely to result from such
failure, including, leasing commissions, tenant improvement costs, renovation
costs and advertising costs; plus  (f) all
such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable law.  5.2.2
Landlord shall also have the right, with or without terminating this Lease, to
re-enter the Premises and remove all persons and property from the Premises.
Landlord may cause property so removed from the Premises to be stored in a
public warehouse or elsewhere at the expense and for the account of Tenant.  5.2.3
Landlord shall also have the right, without terminating this Lease, to
accelerate and recover from Tenant the sum of all unpaid Base Rent, Additional
Rent and all other sums payable under the then remaining term of the Lease,
discounting such amount to present value at the Prime Rate. Upon recovery of
all such amounts, the Lease and all rights of Tenant hereunder shall terminate.  5.2.4
If Tenant vacates, abandons or surrenders the Premises without Landlords
consent, or if Landlord re-enters the Premises as provided in subparagraph
5.2.2 or takes possession of the Premises pursuant to legal proceedings or
through any notice procedure provided by law, then, if Landlord does not elect
to terminate this Lease, Landlord may, from time to time, without terminating
this Lease, either (a) recover all Base Rent, Additional Rent and all
other sums payable under this Lease as they become due or (b) relet the
Premises or any part of the Premises on behalf of and for the benefit of Tenant
for such term or terms, at such rent or rents and pursuant to such other
provisions as Landlord may reasonably deem advisable, all with the right, at
Tenants cost, to make alterations and repairs to the Premises and recover any
deficiency from Tenant as set forth in subparagraph 5.2.5.  5.2.5
None of the following remedial actions, singly or in combination, shall be
construed as an election by Landlord to terminate this Lease unless Landlord
has in fact given Tenant written notice that this Lease is terminated: an act
by Landlord to maintain or preserve the Premises; any efforts by Landlord to
relet the Premises; any repairs or alterations made by Landlord to the
Premises; re-entry, repossession or reletting of the Premises by Landlord


pursuant to this
paragraph; or the appointment of a receiver, upon the initiative of Landlord,
to protect Landlords interest under this Lease. If Landlord takes any of the
foregoing remedial action without terminating this Lease, Landlord may
nevertheless at any time after taking any such remedial action terminate this
Lease by written notice to Tenant.  5.2.6
Landlord shall use reasonable commercial efforts to relet the Premises
following an Event of Default. The parties agree that it shall be reasonable
for Landlord to refuse to relet the Premises on the grounds set forth in
paragraph 4.17.3. The parties further agree that Landlord shall not violate its
obligations under this paragraph if it leases other available space in the
Building before leasing the Premises. If Landlord relets the Premises, Landlord
shall apply the revenue from such reletting as follows: first. to the payment
of any indebtedness of Tenant to Landlord other than Base Rent, Additional Rent
or any other sums payable by Tenant under this Lease; second, to the payment of
any reasonable cost of reletting (including finders fees and leasing
commissions); third. to the payment of the reasonable cost of any alterations,
improvements, maintenance and repairs to the Premises; and fourth. to the
payment of Base Rent, Additional Rent and other sums due and payable and unpaid
under this Lease. Landlord shall hold and apply the residue, if any, to payment
of future Base Rent, Additional Rent and other sums payable under this Lease as
the same become due, and shall deliver the eventual balance, if any, to Tenant.
Should revenue from letting during any month, after application pursuant to the
foregoing provisions, be less than the sum of the Base Rent, Additional Rent
and other sums payable under this Lease and Landlords expenditures for the
Premises during such month, Tenant shall be obligated to pay such deficiency to
Landlord as and when such deficiency arises.  5.2.7
TENANT, IN CONSIDERATION FOR THE EXECUTION OF THIS LEASE BY LANDLORD AND FOR
THE COVENANTS AND AGREEMENTS ON THE PART OF LANDLORD HEREIN CONTAINED, AND
FULLY COMPREHENDING THE RELINQUISHMENT OF CERTAIN RIGHTS INCLUDING RIGHTS OF
PRE-JUDGMENT NOTICE AND HEARING PRIOR TO ENTRY OF JUDGMENT AND EXECUTION ON
SUCH JUDGMENT, HEREBY EXPRESSLY AUTHORIZES AND EMPOWERS (WHICH POWER IS COUPLED
WITH AN INTEREST) ANY PROTHONOTARY OR ATTORNEY OF ANY COURT OF RECORD TO ACCEPT
SERVICE OF PROCESS FOR, TO APPEAR FOR, AND TO CONFESS JUDGMENT AGAINST TENANT
TO RECOVER POSSESSION FROM TIME TO TIME OF THE PREMISES (AND TENANT AGREES THAT
UPON THE ENTRY OF JUDGMENT FOR POSSESSION, A WRIT OF POSSESSION - OR OTHER
APPROPRIATE PROCESS MAY ISSUE FORTHWITH). In any action by confession for
ejectment, Landlord shall first cause to be filed in such action an affidavit
made by it or someone acting for it setting forth the facts necessary to
authorize the entry of judgment, of which facts such affidavit shall be
conclusive evidence, and if a true copy of this Lease be filed in such action,
it shall not be necessary to file the original as a warrant of attorney, any rule of
court, custom or practice to the contrary notwithstanding. The authority to
confess judgment against Tenant hereunder shall not be exhausted by one (1) exercise
thereof, but judgment may be confessed as provided herein from time to time as
often as any Event of Default occurs under this Lease, and such authority may
be exercised as well after the expiration of the Term of this Lease or during
or after the expiration of any renewal Term, by Landlord or any successor
Landlord.


5.2.8
Pursuit of any of the foregoing remedies shall not preclude pursuit of any of
the other remedies provided in this Lease or by law (all such remedies being
cumulative), nor shall pursuit of any remedy provided in this Lease constitute
a forfeiture or waiver of any Base Rent, Additional Rent or other sum payable
under this Lease or of any damages accruing to Landlord by reason of the
violation of any of the covenants or conditions contained in this Lease.  5.3Right to Perform. If Tenant shall
fail to pay any sum of money, other than Base Rent or Additional Rent, required
to be paid by it under this Lease or shall fail to perform any other act on its
part to be performed under this Lease, and such failure shall continue for
fifteen (15) calendar days after notice of such failure by Landlord, or such
shorter time if reasonable under the circumstances, Landlord may, but shall not
be obligated to, and without waiving or releasing Tenant from any obligations
of Tenant, make such payment or perform such other act on Tenants part to be
made or performed as provided in this Lease. Landlord shall have (in addition
to any other right or remedy of Landlord) the same rights and remedies in the
event of the nonpayment of sums due under this paragraph as in the case of
default by Tenant in the payment of Base Rent.  5.4Landlords Default. In the event
that Landlord defaults under or breaches this Lease, Tenant shall notify
Landlord of such default or breach in writing, and Tenant shall not exercise
any right or remedy which Tenant may have under this Lease or at law if Landlord
commences to cure such default or breach within thirty (30) calendar days after
receipt of Tenants notice and thereafter diligently prosecutes the cure to
completion.  SECTION 6:
MISCELLANEOUS PROVISIONS  6.1Notices. Unless otherwise
specifically stated in this Lease, any notice, request or written communication
required or permitted to be delivered under this Lease shall be: (a) in
writing; (b) transmitted by personal delivery, express or courier service,
United States Postal Service in the manner described below, or electronic means
of transmitting written material; and (c) deemed to be delivered on the
earlier of the date received or four (4) calendar days after having been
deposited in the United States Postal Service, postage prepaid. Such writings
shall be addressed to Landlord or Tenant, as the case may be, at the respective
designated addresses set forth opposite their signatures, or at such other
addressees) as they may, after the execution date of this Lease, specify by
written notice delivered in accordance with this paragraph, with . copies to
the persons at the addresses, if any, designated opposite each partys
signature. Those notices which contain a notice of breach or default or a
demand for performance may be sent by any of the methods described in clause (b) above,
but if transmitted by personal delivery or electronic means, shall also be sent
concurrently by certified or registered mail, return receipt requested.  6.2Attorneys Fees and Expenses. In
the event either party requires the services of an attorney in connection with
enforcing the terms of this Lease, or in the event suit is brought for the
recovery of Base Rent, Additional Rent or any other sums payable under this
Lease or for the breach of any covenant or condition of this Lease, or for the
restitution of the Premises to Landlord or the eviction of Tenant during the
Lease Term or after the expiration or earlier


termination of this
Lease, the non-breaching party shall be entitled to a reasonable sum for
attorneys and paralegals fees, expenses and court costs, including those
relating to any appeal.  6.3No Accord and Satisfaction. No
payment by Tenant or receipt by Landlord of an amount less than the Base Rent
or Additional Rent or any other sum due and payable under this Lease shall be
deemed to be other than a payment on account of the Base Rent, Additional Rent
or other such sum, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment be deemed an accord and satisfaction,
nor preclude Landlords right to recover the balance of any amount payable or
Landlords right to pursue any other remedy provided in this Lease or at law,
unless specifically agreed to in writing by Landlord.  6.4Successors: Joint and Several Liability.
Except as provided in the paragraph captioned Exculpation and Limitation of
Liability and subject to the paragraph captioned Assignment and Subletting by
Landlord, all of the covenants and conditions contained in this Lease shall
apply to and be binding upon Landlord and Tenant and their respective heirs,
executors, administrators, successors and assigns. In the event that more than
one person, partnership, company, corporation or other entity is included in
the term Tenant, then each such person, partnership, company, corporation or
other entity shall be jointly and severally liable for all obligations of
Tenant under this Lease.  6.5Choice of Law. This Lease shall be
construed and governed by the laws of the state in which the Land is located.
Tenant consents to venue in the Eastern District of Pennsylvania or Chester
County, Pennsylvania for any legal proceeding brought by Landlord or Tenant to
enforce the terms of this Lease.  6.6No Waiver of Remedies. Unless
otherwise stated in this Lease, the waiver by Landlord or Tenant of any
covenant or condition contained in this Lease shall not be deemed to be a
waiver of any subsequent breach of such covenant or condition nor shall any
custom or practice which may develop between the parties in the administration
of this Lease be construed to waive or Lessen the rights of Landlord or Tenant,
as the case may be, to insist on the strict performance by the other of all of
the covenants and conditions of this Lease. No act or thing done by Landlord or
Landlords Agents during the Lease Term shall be deemed an acceptance or a
surrender of the Premises, and no agreement to accept a surrender of the
Premises shall be valid unless made in writing and signed by Landlord. The
mention in this Lease of any particular remedy shall not preclude Landlord from
any other remedy it might have, either under this Lease or at law, nor shall
the waiver of or redress for any violation of any covenant or condition in this
Lease or in any of the rules or regulations attached to this Lease or
later adopted by Landlord, prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation. The receipt by Landlord or payment by Tenant of Base Rent,
Additional Rent or any other sum payable under this Lease with knowledge of a
breach of any covenant or condition in this Lease shall not be deemed a waiver
of such breach.  The failure of Landlord
to enforce any of the rules and regulations attached to this Lease or
later adopted, against Tenant or any other tenant in the Building, shall not be
deemed a waiver. To be effective, any waiver by Landlord or Tenant must be in
writing and signed by the party against whom such waiver is claimed.


6.7Offer to Lease. The submission of
this Lease to Tenant or its broker or other agent does not constitute an offer
to Tenant to lease the Premises. This Lease shall have no force or effect
until: (a) it is executed and delivered by Tenant to Landlord; and (b) it
is executed and delivered by Landlord to Tenant.  6.8Force Majeure. In the event that
either party shall be delayed, hindered in or prevented from the performance of
any act or obligation required under this Lease (other than the payment of
money) by reason of Force Majeure, then performance of such act or obligation
shall be excused for the period of the delay and the period for the performance
of any such act or obligation shall be extended for the period equivalent to
the period of such delay. Nothing in the foregoing shall abrogate Tenants
right to delay the Scheduled Commencement Date as provided in paragraph 1.35,
or to abate rent as provided in paragraphs 4.10 and 4.11.  6.9Landlords Consent. Unless
otherwise provided in this Lease, whenever Landlords consent, approval or other
action is required under the terms of this Lease, such consent, approval or
action shall be subject to Landlords judgment or discretion exercised in good
faith and shall be delivered in writing.  6.10Severability; Captions. If any
clause or provision of this Lease is determined to be illegal, invalid, or
unenforceable under present or future laws, the remainder of this Lease shall
not be affected by such determination, and in lieu of each clause or provision
that is determined to be illegal, invalid or .unenforceable, there be added as
a part of this Lease a clause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable. Headings or captions in this Lease are added as a matter
of convenience only and in no way define, limit or otherwise affect the
construction or interpretation of this Lease. .  6.11Interpretation. Whenever a
provision of this Lease uses the term (a) include or including, that
term shall not be limiting but shall be construed as illustrative, (b) covenant,
that term shall include any covenant, agreement, term or provision, (c) at
law, that term shall mean at law or in equity, or both, and (d) day,
that uncapitalized word shall mean a calendar day. This Lease shall be given a
fair and reasonable interpretation of the words contained in it without any
weight being given to whether a provision was drafted by one party or its
counsel.  6.12Incorporation of Prior Agreement: Amendments.
This Lease contains all of the agreements of the parties to this Lease with
respect to any matter covered or mentioned in this Lease, whether oral or
written, and no prior or contemporaneous agreement or understanding pertaining
to any such matter shall be effective for any purpose. No provision of this
Lease may be amended or added to except by an agreement in writing signed by
the parties to this Lease or their respective successors in interest.  6.13Authority. If Tenant is a
partnership, company, corporation or other entity, each individual executing
this Lease on behalf of Tenant represents and warrants to Landlord that he or
she is duly authorized to so execute and deliver this Lease and that all
partnership, company, corporation or other entity actions and consents required
for execution of this Lease have been


given, granted or
obtained. If Tenant is a partnership, company, corporation or other business
organization, it shall, within ten (10) calendar days after demand by
Landlord, deliver to Landlord satisfactory evidence of the due authorization of
this Lease and the authority of the person executing this Lease on its behalf.  6.14Time of Essence. Time is of the
essence with respect to the performance of every covenant and condition of this
Lease.  6.15Survival of Obligations.
Notwithstanding anything contained in this Lease to the contrary or the
expiration or earlier termination of this Lease, any and all obligations of
either party accruing prior to the expiration or termination of this Lease shall
survive the expiration or earlier termination of-this Lease, and either party
shall promptly perform all such obligations whether or not this Lease has
expired or terminated. Such obligations shall include any and all indemnity
obligations set forth in this Lease.  6.16Consent to Service. Tenant
irrevocably consents to the service of process of any action or proceeding at
the address of the Premises. Nothing in this paragraph shall affect the right
to serve process in any other manner permitted by law.  6.17Landlords Authorized Agents.
Notwithstanding anything contained in the Lease to the contrary, including
without limitation, the definition of Landlords Agents, only officers of Riggs
Bank, N.A. are authorized to amend, renew or terminate this Lease, or to
compromise any of Landlords claims under this Lease or to bind Landlord in any
manner.  Without limiting the effect of
the previous sentence, no property manager or broker shall be considered an
authorized agent of Landlord to amend, renew or terminate this Lease or to
compromise any of Landlords claims under this Lease or to bind Landlord in any
manner.  6.18Waiver of Jury Trial. Landlord and
Tenant agree to waive trial by jury in any action, proceeding or counterclaim
brought by either against the other on any matter arising out of or relating in
any way to this Lease.  6.19Representations and Warranties of Landlord.
Landlord represents and warrants to Tenant as follows:  6.19.1
Landlord is a trust organized under 12 C.F.R. Section 9.18 whose Trustee
is Riggs and Company, a division of Riggs Bank, N.A. Landlord has full power
and authority to enter into this Lease. The person executing this Lease on
behalf of Landlord is duly authorized to do so, and occupies the position with
the Trustee delineated on the signature page of this Lease.  6.19.2
On the date hereof, to Landlords actual knowledge without investigation, the
Premises is in compliance with all Access Laws.  (next page is signature page)


IN WITNESS WHEREOF, this
Lease has been executed the day and year first above set forth.  Designated Address for
Landlord: c/o Riggs and Company Attn: 808 17th Street, N.W. Washington, DC 20006 Facsimile: 202-835-6887  LANDLORD  Riggs and Company, a
division of Riggs Bank, N.A. as Trustee of the
Multi-Employer Property Trust, a trust organized
under 12 C.F.R. Section 9.18.  By:Name:Its:  with copy to Manager at:  Trammell Crow NE, Inc. Bay Colony Executive Park 575 East Swedesford Road,
Suite 150 Wayne, PA 19087-1613 Facsimile: 610-989-0278  Designated Address for
Tenant:  TENANT:  Systems &
Computer Technology Corporation, a Delaware corporation  By:Name:Its:


EXHIBIT A TO LEASE  LEGAL DESCRIPTION OF LAND  LOT 2 -
WESTBROOK CORPORATE CENTER  ALL THAT
CERTAIN LOT or parcel of ground, Situate in the Township of
East Whiteland, County of Chester. and State of Pennsylvania, bounded and
described according to a Subdivision Plan of Westbrook Corporate Center for
Trammell Crow Company, prepared by Edward B. Walsh and Associates, Inc.,
Civil Engineers, Exton, PA, dated January 27, 1997 and last revised June 9,
1997. Being more particularly described as follows:  BEGINNING
at a point on the Northerly right-of-way of Moore Road (T -415) (60 feet
wide), said point being a comer this and Lot 3 as shown on said plan, thence
extending along the northerly right-of-way of Moore Road, the four (4) following
courses and distances: (1) South 61 degrees 16 minutes 30 seconds West,
336.08 feet to a point, (2) South 64 degrees 53 minutes 32 seconds West,
124.05 feet to a point of curvature, (3) on the arc of a circle curving to
the left, having a radius of 488.37 feet, the arc distance of 102.06 feet to a
point at a point of tangency, and (4) South 52 degrees 55 minutes 08
seconds West, 190.79 feet to a point in the bed of a stream, on the
northeasterly right-of-way of Conestoga Road (S. R. 0401) (variable width)
being a point on a non tangent curve, a radial line to said point bears South
31 degrees 55 minutes 36 seconds West; thence extending along the said
right-of-way, the five (5) following courses and distances: (1) on
the arc of a circle curving to the left, having a radius of 5,829.58 feet, the
arc distance of 82.13 feet to a point, (2) radial to last mentioned curve,
South 31 degrees 07 minutes 10 seconds West, crossing said stream 40.00 feet to
a point, a point of nontangent curve, a radial line to said curve bears South
31 degrees 07 minutes 10 seconds West, (3) on the arc of a circle curving
to the left, having a radius of 5,789.58 feet, crossing another stream, the arc
distance of 455.66 feet to a point of tangency, (4) North 63 degrees 23
minutes 24 seconds West, 99.06 feet to a point, and (5) South 26 degrees
36 minutes 36 seconds West 37.00 feet to a point on the Northeasterly
right-of-way of Conestoga Road (S. R. 0401); thence along said right of way
North 63 degrees 23 minutes 24 seconds West, 440.33 feet to a point in line of
lands now or late of Great Valley High School; thence extending along the same,
the two (2) following courses and distances: (1) North 33 degrees 20
minutes 30 seconds East, re-crossing said stream, 834.01 feet to a marble
monument found, and (2) South 56 degrees 39 minutes 30 seconds East,
1004.00 feet to an Iron Pin Set, a comer of lands now or late of East Whiteland
Township; thence extending along the same, North 33 degrees 20 Minutes 30
seconds East 179.73 feet to an Iron Pin Set, a comer of late now or late
Kathryn Freda Cubbing; thence along of said Cubbing South 56 degrees 39 minutes
30 seconds East 163.18 feet to an Iron Pin Set; thence still along land of said
Cubbing and land now or late of James L. and Viola A. Price South 76 degrees 52
minutes 50 seconds East 81.79 feet to a point a comer of Lot #3 as shown on
said plan thence along said Lot 3 South 05 degrees 26 minutes 12 seconds East
243.23 feet to the said point an place of beginning.  BEING
Lot 2 as shown on said plan.  CONTAINING:
21.995 acres of land, be the same, more or less.  1


LOT 3 -
WESTBROOK CORPORATE CENTER  ALL THAT
CERTAIN LOT or parcel of ground, Situate in the Township of
East Whiteland, County of Chester and State of Pennsylvania, bounded and
described according to a Subdivision Plan of Westbrook Corporate Center for
Trammell Crow Company, prepared by Edward B. Walsh and Associates, Inc.,
Civil Engineers, Exton, PA, dated January 27, 1997 and last revised June 9,
1997. Being more particularly described as follows:  BEGINNINGat a point of Northerly right-of-way line of Moore Road, (T-415)(60
feet wide), said point being a comer of Lot 4; thence extending nom said point
of beginning along the North side of Moore Road, South 61 degrees 16 minutes 30
seconds West 296.70 feet to a point, a comer of Lot 2 as shown on said plan;
thence extending along the same, North 05 degrees 26 minutes 12 seconds West,
243.23 feet to a point in the land now or late of James L. and Viola A. Price;
thence along the land of said Price the three (3) following courses and
distances: (1) South 76 degrees 52 minutes 50 seconds East, 44.00 feet to
an Iron Pin Set; (2) North 84 degrees 55 minutes 10 seconds East, 170.48
feet to an Iron Pin Set; (3), North 66 degrees 43 minutes 10 seconds East,
11.65 feet to a point, a comer of Lot 4 as shown on said plan; thence along
said Lot 4, South 28 degrees 43 minutes 30 seconds East, 124.58 feet to the
point and place of beginning.  BEING
Lot 3 as shown on said plan.  CONTAINING:
44,001 square feet of land, be the same, more or less.  2


LOT 4-WESTBROOK
CORPORATE CENTER  ALL THAT
CERTAIN LOT or parcel of ground. Situate in Township of East
Whiteland. County of Chester and State of Pennsylvania, bounded and described
according to a Subdivision Plan of Westbrook Corporate Center for Trammell Crow
Company. prepared by Edward B. Walsh and Associates, Inc., Civil
Engineers, Exton, PA dated January 27, 1997 and last revised June 9.
1997. Being more particularly described as follows:  BEGINNINGat a point of the Northerly right-of-way line of Moore Road.
(T-415)(60 feet wide), said point being a comer of land now or late of
Paul R. and Mary Kay Dunne; thence extending from said point of beginning along
the North side of Moore Road, South 61 degrees 16 minutes 30 seconds West
321.74 feet to a point. a comer of Lot 3 as shown on said plan; thence
extending along the same. North 28 degrees 43 minutes 30 seconds West, 124.58
feet to a point in line of lands now or late of James and Viola A. Price;
thence continuing along said Price and lands now or late of Robert J. and Mary
Ellen Clarke. North 66 degrees 43 minutes 10 seconds East, 152.77 feet to an
Iron Pin Set; thence continuing along Clark and lands now or late of Dr. Karl
A. and Marylyn Palmer. North 36 degrees 14 minutes 20 seconds East, 207.88 feet
to an Iron Pin Set a comer of said Dunne; thence along said Dunne. South 23
degrees 20 minutes 00 seconds East, 198.94 feet to the first mentioned point
and place of beginning.  BEING Lot
4 as shown on said plan.  CONTAINING:
45,012 square feet of land, be the same, more or less  TOGETHER
WITH certain easement rights reserved unto the Grantor by
Deed of Dedication dated July 30, 1985 recorded October 29. 1985 in
Record Book 117 page 407.  3


EXHIBIT B TO LEASE  DRAWING SHOWING LOCATION OF THE PREMISES [graphic omitted]


EXHIBIT C  WESTBROOK CORPORATE CENTER  TENANT IMPROVEMENTS  The following provisions
shall apply to the design and construction of the Tenant Improvements with the
same force and effect as if all of the provisions of this Exhibit C
were set forth at length. in the body of the Lease.  1.Plans
and Specifications. Within forty-five (45) days following the date of this
Lease, Tenant shall prepare and submit to Landlord for its approval
construction drawings, plans and specifications for all improvements to the
Initial Premises necessary or appropriate for the lawful occupancy thereof by
Tenant for the Permitted Use, and within twenty (20) Business Days prior to the
planned commencement of construction of the Expansion Space. Without limiting
the generality of the foregoing, such construction drawings, plans and
specifications shall show the following details: partition layout
(dimensioned), door location and door schedule, reflected ceiling plans,
electrical outlets with locations dimensioned, occupancy requirements by room
or space, all necessary drawings, sections, details and specifications for
special equipment and fixtures, dimensioned locations of all floor loads beyond
60 lbs. per square foot (including partition load), carpentry and millwork,
color schedule of all finish items, floor coverings, wall coverings, other
special finishes, requirements for special air-conditioning, plumbing and
electrical needs, and specifications of all specialty systems or equipment to
be installed in the Initial Premises or Expansion Space, as applicable. The
term Premises, as used in this Exhibit C, shall refer
collectively to the Initial Premises and the Expansion Space. Landlord may
require that Tenant include in its design of the Premises the building standard
suite entry doors specified on Exhibit C-2 hereto;
otherwise Landlords approval of Tenants construction drawings, plans and
specifications shall not be unreasonably withheld or delayed. Such construction
drawings, plans and specifications, once approved by Landlord, are referred to
herein and throughout this Lease as the Plans and Specifications. Tenant
shall not make any modification to the Plans and Specifications without first
submitting the proposed modification to Landlord and obtaining Landlords
written consent thereto.  2.Construction.  (a)The
Tenant Improvements shall be constructed in a good and workmanlike manner, in
compliance with all Governmental Requirements, by one or more contractors
(collectively, the Tenant Improvement Contractor) selected by Tenant
and approved in writing by Landlord. Without limiting the scope of Landlords
approval rights, the Tenant Improvement Contractor must be a party to and bound
by a collective bargaining agreement with a labor organization affiliated with
the Building and Construction Trades Council
of the AFL-CIO and covenant to employ with respect to the construction of the
Tenant Improvements only subcontractors similarly bound by such a collective
bargaining agreement and employing only members of such labor organizations to
perform work within their respective jurisdictions.


(b)Landlords
construction manager shall be given access to the Initial Premises or Expansion
Space, as applicable, at all times during the performance of the applicable
Tenant Improvements for purposes of inspecting the same. Landlord shall have
the right to reject any portion of the Tenant Improvements which Landlord
determines to deviate materially from the Plans and Specifications or to be in
violation of any Governmental Requirements. Upon substantial completion of the
Initial Premises or Expansion Space, as applicable, the Tenant Improvements
shall be inspected for quality control (punchlisted) by Landlords construction
manager. Any and all portions of the Tenant Improvements not in conformance
with the Plans and Specifications shall be corrected by Tenant, at Tenants
expense, within thirty (30) days after notification of such defects by
Landlord. Landlords review of the Plans and Specifications or inspection of
the Tenant Improvements is for Landlords separate purposes; Landlords
approval or inspection of any thereof shall not be construed as a
recommendation, representation or warranty of any kind, including but not
limited to compliance with Governmental Requirements or fitness for a
particular purpose, or otherwise limit Tenants obligations under this Lease.  (c)Prior
to the commencement of the applicable Tenant Improvements, Tenant or the Tenant
Improvement Contractor shall provide to Landlord copies of all required
building permits for construction of the applicable Tenant Improvements and
insurance certificates with coverages and limits as specified by Landlord, naming
Landlord and the Manager as additional insureds. The Tenant Improvement
Contractor shall also execute a waiver of mechanics liens in form and substance
satisfactory to Landlord, which waiver must be filed with the Chester County
Prothonotary prior to commencement of such Tenant Improvements at Tenants
expense; provided, however, that if funds remain in the Tenant Improvement
Allowance, Tenant shall be entitled to draw upon the Tenant Improvement
Allowance for payment of any expenses associated with the filing of mechanics
lien waivers.  (d)Construction
of the Tenant Improvements shall not, at any time or in any manner, interfere
with any work being performed by Landlord in or about the Building. Tenant
shall be fully responsible for coordinating the work of the Tenant Improvement
Contractor with the work of Landlords contractors so as to prevent any
interference with construction undertaken by Landlord in other portions of the
Building. Landlord agrees to cooperate with Tenant in such scheduling. All conflicts
between Tenant and the Tenant Improvement Contractor on the one hand and
Landlords contractors on the other hand shall be resolved as reasonably
determined by Landlords construction manager. Tenant shall be and remain
liable to Landlord for all costs of any kind which are incurred by Landlord as
a result of interference, disruption or non-coordination with the work of
Landlords contractors. In the event of a work stoppage or slowdown by
Landlords contractors as a result of work being performed by the Tenant
Improvement Contractor, Tenant will, upon notice from Landlord, cease all such
construction until Tenant can schedule such work so that it does not
interfere with the work being performed by Landlords contractors.  (e)Tenant
shall be solely responsible for (i) transportation, safekeeping and
storage of material and equipment used in the performance of the work by the
Tenant Improvement Contractor, (ii) the cost of removal of debris and
waste resulting therefrom, (iii) defective design and work caused by the
Tenant Improvement Contractor; and (iv) any damage caused by the Tenant
Improvement Contractor; provided however, that Tenant shall be entitled


to draw upon the Tenant
Improvement Allowance for payment of costs associated with subsections (i) and
(ii) of this subsection (e). Tenant shall also indemnify and hold
harmless Landlord and Manager from any and all claims arising out of, in any
manner, the operation of the Tenant Improvement Contractor.  3.Tenant
Improvement Costs.  (a)The
cost of any improvement, modification, construction, design, management,
inspection, review or any other cost or expense incurred toward the preparation
of the Tenant Improvements for Tenants desired and Permitted Use, including
but not limited to the cost of architectural and engineering services, permits
and approvals and the sums payable to the Tenant Improvement Contractor, are
collectively referred to herein as the Tenant Improvement Costs.  Tenant shall be responsible for payment of
the Tenant Improvement Costs as and when due, subject to reimbursement by
Landlord in an amount not to exceed the Tenant Improvement Allowance pursuant
to Section 4 below.  (b)Prior
to commencement of the Tenant Improvements for each portion of the Premises,
Tenant shall deliver to Landlord (i) a certificate executed by Tenant
attaching a budget (the Budget) for the Tenant Improvements for such portion
of the Premises, which shall constitute Tenants good faith estimate of all
Tenant Improvement Costs for such portion of the Premises, and (ii) a copy
of Tenants construction contract with the Tenant Improvement Contractor.
Tenant shall be permitted from time to time to adjust the Budget if Tenants
good faith estimate has changed, but in no event shall total costs in the
Budget for the Tenant Improvements for any portion of the Premises exceed the
Tenant Improvement Allowance allocated to such portion of the Premises.  4.Tenant
Improvement Allowance. Landlord agrees to pay to Tenant an amount to be
applied against Tenant Improvement Costs for each of the Initial Premises and
the Expansion Space, up to a maximum of the applicable Tenant Improvement
Allowance. Landlords obligation to pay the Tenant Improvement Allowance shall
be subject to the following:  (a)No
Event of Default shall have occurred and be continuing hereunder at the time
any such payment is requested.  (b)Payments
by Landlord shall be requested no more frequently than once per month and shall
be made within twenty-three (23) Business Days after Landlords receipt of the
applicable supporting documentation mentioned in this Section.  (c)Each
request by Tenant for payment shall be accompanied by (i) a copy of an
application and certificate for payment (AIA Document G702 or equivalent)
signed by the Tenant Improvement Contractor, (ii) a certificate from
Tenant that all amounts requested are for Tenant Improvement Costs actually
incurred, that all amounts payable to the Tenant Improvement Contractor for
which previous requests for payment have been made and for which Tenant has
received payment from Landlord have been fully paid and the current payment
requested by Tenant is then due and payable, and (iii) releases of liens
executed by the Tenant Improvement Contractor and all subcontractors, releasing
all lien rights any of such contractors


may have with respect to
all work performed through the date of the previous payment. To the extent that
there is a dispute between Tenant and its contractors pursuant to which Tenant
has withheld payment on account of any Tenant Improvement Costs, Tenant shall
not request payment therefor and Landlord shall not make payment with respect
thereto until such dispute is resolved.  (d)In
the event that the Budget indicates that the applicable Tenant Improvement
Costs are in excess of the applicable Tenant Improvement Allowance, Landlord
shall not be obligated to make any payment under this Section unless and
until Tenant has demonstrated to Landlords satisfaction that Tenant has paid
for Tenant Improvement Costs in such amount as may be required so that the
remaining Tenant Improvement Costs to be paid do not exceed the remaining
Tenant Improvement Allowance to be advanced by Landlord. If upon completion of
the Initial Premises or the Expansion Space any Tenant Improvement Allowance
remains for such portion of the Premises, Landlord shall reimburse Tenant for
any amounts expended by Tenant pursuant to this subparagraph (d).  (e)Tenants
construction contract with the Tenant Improvement Contractor shall provide for
retainage of not less than ten percent (10%) until substantial completion of
the applicable Tenant Improvements. Whether or not the construction contract so
provides, Landlord shall be entitled to retain an amount equal to ten percent
(10%) of all payments otherwise to be funded by Landlord for payment to the
Tenant Improvement Contractor until such time as the applicable Tenant
Improvements have been substantially completed.  (f)Prior
to Tenants request for the final payment of the applicable Tenant Improvement
Allowance, Tenant shall submit to Landlord (i) final releases of lien
signed by the Tenant Improvement Contractor and all subcontractors who provided
any labor or materials with respect to the applicable Tenant Improvements
(which releases may be contingent upon the receipt of sums reflected in the
final payment application and for which may exclude reasonable holdback:) for
punchlist items), (ii) if requested by Landlord, a Confirmation of Lease
Term Agreement in the form of Exhibit D hereto, satisfactorily completed
and executed by Tenant, (iii) a certificate executed by Tenant that all
applicable Tenant Improvement Costs have been paid by Tenant except for
reasonable holdbacks related to punchlist items as specified in such
certificate, and (iv) a set of the Plans and Specifications marked to show
as-built conditions, which shall be reproducible if permitted by the party that
prepared such Plans and Specifications.  (g)In
the event that the cost of the Tenant Improvements for the Initial Premises or
the Expansion Space is less than the Tenant Improvement Allowance allocated to
such space, Tenant shall receive a credit in the amount of fifty (50%) percent
of such savings, to be applied against the installments of Base Rent first
falling due following determination of the amount of such credit; provided,
however, that. the credit shall not exceed $31.00/rentable square foot of space
in the Initial Premises or the Expansion Premises, as applicable.


EXHIBIT C-1  BASE BUILDING WORK  Floor Finish:
  1st
  Floor:
  4 slab on grade2nd
  and 3rd Floors:
  4 1⁄2 lightweight
  slabInterior
  Columns:
  Steel I beams
  enclosed with 1⁄2 gypsum wall board; taped and spackled; ready for paint.Exterior
  (Perimeter)Columns:
  Steel I beams
  enclosed with 1⁄2 gypsum wall board; taped and spackled; ready for paint.Exterior Knee
  Walls(below windows):
  Pre-case
  concrete exterior with 3 1⁄2 R-13 kraft paper faced mineral fiber batt
  insulation between 2 1⁄2 metal stud knee wall. Exterior walls do not include
  gypsum wall board on tenant side.Window Wall
  Sills:
  5 1⁄2 wide
  extruded aluminum sill.Window
  Treatments:
  All exterior
  windows shall receive Levelor Riviera Contract 1 blind in a brushed aluminum
  34 color.Demising
  Partitions:
  3 5/8 25-gauge
  metal studs, 16 O.C. with 5/8 gypsum wall board on each side of wall to
  underside of structure above. 1 1⁄2 thick mineral wool batts will be provided
  in all demising walls. Demising partitions shall mean walls separating Tenants
  space from base Building common areas.Ceilings:
  Armstong 15/16
  Prelude hook exposed tee system. Ceiling will be installed in a 4 x 4 grid
  pattern with balance of grid to complete a 2 x 4 ceiling system stocked in
  tenant area for installation as part of Tenant Improvements. Ceiling tiles to
  be a Second Look II, angled tegular panel. Tiles will be installed at each
  sprinkler head with balance of stock distributed on each floor for
  installation as part of Tenant Improvements.Sprinklers:
  Chrome
  semi-recessed sprinkler heads with white escutcheons will be installed at
  code minimum for an open unoccupied building. Heads to be installed within 6
  radius of center of each 2 x 2 (Second Look) tile pattern.Light Fixtures:
  2 x2 or 2 x 4
  fluorescent 277-volt lay-in fixtures. Fixtures to be distributed and
  stocked on each floor at one (1) fixture per every


90 square feet
  of rentable area, for installation as part of Tenant Improvements.Electrical:
  Tenant
  electrical panels are located in electric rooms situated on each floor adjacent
  to building cores.HVAC System:
  Water source
  heat pump system. Water loops will be installed complete in each tenant
  space. Heat pumps will be distributed and stockpiled on each floor for
  installation as part of Tenant Improvements. HVAC units will be provided in
  size and number sufficient, based upon the Building standard mechanical
  design parameters, to service an office environment consisting of 60% private
  offices and 40% open space. Distribution and diffusers from the heat pumps is
  not included under the base building scope of work and is to be provided as
  part of the Tenant Improvements.Plumbing:
  Wet stacks,
  vents and cold water risers are provided throughout tenant areas. Access to
  plumbing risers will depend upon space configuration.Telephone:
  Telephone rooms
  are provided on each floor adjacent to main lobby and building core areas.


EXHIBIT C-2  TENANT IMPROVEMENT STANDARD SPECIFICATIONS  WESTBROOK CORPORATE CENTER  The following are
standard specifications for office tenant spaces constructed by the Landlord at
Westbrook Corporate Center. This Exhibit is included in the Lease solely
for informational purposes as to Landlords quality and building standards. As
provided in Paragraph 2.4 of the Lease, Landlord is not providing to Tenant any
of the services or materials contemplated by this Exhibit. Tenant is solely
responsible for construction of Tenant Improvements, and shall construct such
Tenant Improvements using quality standards and materials of the same or
superior quality or craftsmanship as set forth herein.  DESIGN SERVICES  The Landlords interior
designer will meet with the Tenant to determine the Tenants requirements and
will develop a space plan for the Tenants approval. This space plan and
construction drawings for a standard tenant space will be provided at
Landlords sole expense unless otherwise noted in the lease proposal. Landlord
will not be responsible for construction schedule delays caused by Tenants
failure to provide necessary programming information to the interior designer
in a timely manner, and as specifically requested in a schedulized format. The
Architect will arbitrate any discrepancy in punch list items between Contractor
and Tenant. The Architect or Landlord will determine substantial completion.  SIGNAGE  The Landlord shall
provide two building standard suite identification signs in the public
corridors adjacent to and to the right of Tenants main suite entrances. The
signs will consist of a suite number and Tenants name in the building-standard
sign format.  SUITE ENTRANCE  Suite Entrance
Doors: Building standard suite entrance doors shall be full
height 30 x 84 x 13⁄4 solid core, flush panel, plastic laminate covered to
match building standard (Nevamar Black Lodestone Textured - LD-6-11).
Frames shall be welded steel to match building standard with painted finish.
Finish to be two (2) finish coats of acrylic enamel over one (1) primer
coat Paint shall be Duron, Fired Steel 8794M. One suite entrance door shall be
provided per tenant space, except if additional exits are required by the
building code. Any suite entrance door proposed in lieu of the building
standard must be approved by Landlord.  Suite Entrance
Hardware: Hardware at suite entrance doors shall be Sargent
8200 series (or equal) lever handle locksets in US26D finish and two (2) pair
of Hager, AB920, 41⁄2 x 4 1⁄2 hinges with a US26 finish. Door closer will be LCN,
hinge side, aluminum, HO, 1460DA-3049. Wall stops and silencers shall
also be provided.


INTERIOR FINISHES  Interior
Partitions: Standard interior office partitions shall be 8-6
in height (ceiling height). Construction shall be non-load-bearing, with 3-5/8
metal studs, 25 gauge, 24 oc, and 5/8 gypsum board on each side. All gypsum
board partitions shall be taped, bedded, floated, textured, sanded and painted.  Three-inch thick sound
attenuation batts will be provided within all walls around conference rooms,
with 3-1/2 thermal batts laid over ceiling at wall junction located such
that two feet of batts are laying on each side of partition.  The Landlord allowance
provides for one linear foot of interior partition for each 36 square feet of
leased space.  Demising
Partitions: Standard tenant separation partitions shall be 3-5/8,
25-gauge metal studs, 16 oc, with 5/8 gypsum board on each side of wall
to underside of structure. Sound attenuation batts will be provided in all
tenant demising walls.  The Landlord allowance
provides for demising partitions as required by the tenant plan.  Interior Doors:
All interior doors shall be building standard 30 x 84 x 13⁄4 solid-core,
flush panel, plastic laminate covered with Nevamar Black Lodestone Textured LD-6-1T.
Frames shall be welded steel to match building standard with painted finish.  One interior door per 800
square feet of leased space shall be provided.  Interior Door
Hardware: Hardware shall be Sargent 8200 series (or equal)
lever handle latchsets in US26D finish and two (2) pair of Hager, AB920, 4
1⁄2 x 4 1/2 hinges with a US26 finish. Hardware to include wall stops and
silencers.  Ceilings:
Ceilings shall be suspended 2-0 x 4-0 acoustical tile system
with an exposed metal tee grid, located 8-6 above finish floor.
Ceiling tile is U.S. Gypsum Omni Illusion 2 x 4  Second Look II, or equal.
Suspension system shall be DODD Products, Class A with white baked
enamel finish, or equal.  Floor Finish:
Floor finish shall be 32 ounce cut-pile carpeting in a glue-down installation
with 2-1/2 rubber cove base. Armstrong Standard Excelon vinyl
composition tile flooring is also available, as is 28 ounce level loop carpet.  Samples of the building
standard flooring and base will be provided by Landlords interior designer.  Upgraded flooring is
available from Landlords tenant selection samples.


Wall Finish:
The building standard wall finish shall be three coats (one primer; two color
coat) of flat latex paint as selected by the Tenant from Landlords samples.
One base color and not more than two accent colors will be provided.  Vinyl and fabric
wallcoverings may be selected by Tenant from Landlords samples.  Windows:
Sills at perimeter windows shall be Aluminum to match the window frames. Window
blinds shall be provided by Landlord at all exterior and atrium windows. Blinds
will be 1 slim-line mini blinds, Levelor or equal, in brushed aluminum finish.  MECHANICAL AND
ELECTRICAL SYSTEMS  Air-conditioning
and Heating: Office areas shall be conditioned by the
buildings summer and winter air conditioning and heating system based on the
following performance specifications (based on one person per 250 square feet
with no heat-producing machines):  When outside conditions are:
  
  Office conditions shall be:Summer: Between
  95° F(db) and 75°F(db)
  
  75° F-78 °
  F(db) 50% R humidityWinter: 10°
  F(db)
  
  69° F-75 °
  F(db) 20% R humidity  Air-conditioning and
heating distribution shall be specifically engineered for each tenant space
using base building systems. Linear diffusers will be provided at all exterior
walls, 2 x 2 square diffusers at the interior.  All costs related to heat
pump units or duct work that is in addition to what is provided to meet the
performance specifications for base building shell design, and all other costs
related to moving existing heat pump units or ductwork or for additional
cooling required by computers, telephone or other equipment, shall be paid by
Tenant.  Electrical Power:
The buildings standard electrical service is 277/480-volt, 3-phase,
4-wire. The size of this service for each space shall be determined by
electrical load requirements for the standard office. No additional service
will be provided for tenant equipment unless specifically agreed upon and
indicated on lease construction plans. The Landlord reserves the right to
separately meter all electrical usage.  Electrical power shall be
provided for normal electrical devices such as building standard fluorescent
lighting, receptacles, copy machines, desktop computers, etc. Any additional
service required as a result of heavy electrical demand (Computer Room Cooling
Systems, UPS Systems, etc.) shall be at Tenants expense.  Lighting:
Standard lighting in the office areas shall be 2-0 x 4-0
fluorescent fixtures with three (3) 32WT8 lamps and 27 deep cell parabolic
lenses. Fixtures will be 277 volt, Lithonia #2PMOGB-332-27-GEB10
or equal.


Light fixtures shall be
provided at one (1) 2-0 x 4 -0 fixture per 100 square feet
of leased space.  Switches and
Receptacles: Wall outlets/receptacles (standard 120-volt
duplex) and switches shall be black devices with satin finish stainless steel
or aluminum plates and provided after review and mutual approval of the space
plan and construction drawings by Landlord and Tenant.  One (1) 120-volt
duplex wall outlet shall be provided per 350 square feet of tenant office
space.  One (1) wall switch
shall be provided per 350 square feet of tenant office space.  Dedicated receptacles and
any special equipment receptacles shall be provided at Tenants cost after
review and mutual approval of the space plan and construction drawings by
Landlord and Tenant.  Telephone:
Each tenant must arrange for its telephone requirements directly with Bell
Atlantic-PA Telephone or the shared tenant services provider. Telephone
installation shall be scheduled and coordinated by Tenant with Landlord at time
of construction. Installation shall be at Tenants expense. Phone outlet
locations can be indicated on construction documents at the request, of Tenant.
A conduit with pull string from telephone equipment room to tenant space will
be provided by Landlord.  Fire Protection: The
building is fully sprinklered. Chrome pendent-mounted sprinkler heads shall be
provided at one per 250 square feet. Additional heads or relocation required by
the building code will be provided after review and mutual approval of the space
plan and construction drawings by Landlord and Tenant.  Additional heads due to
unusual or densely officed tenant designs shall be at Tenants expense.  Fire extinguishers shall
be provided as required by code for standard office uses.  Plumbing: Sinks and other
plumbing fixtures within the lease space are available and will be provided at
Tenants expense after review and mutual approval of a space plan and
construction drawings by Landlord and Tenant.


EXHIBIT D TO LEASE  FORM OF MEMORANDUM OF COMMENCEMENT DATE  Riggs and Company, a
division of Riggs Bank, N.A. as trustee of the Multi-Employer Property Trust, a
trust organized under 12 C.F.R Section 9.18, as Landlord, and Systems &
Computer Technology Corporation, a Delaware corporation, as Tenant, executed
that certain Office Lease dated as of
                      
, 1998 (the Lease).  The Lease contemplates
that upon satisfaction of certain conditions Landlord and Tenant will agree and
stipulate as to certain provisions of the Lease. All such conditions precedent
to that stipulation have been satisfied.  Landlord and Tenant agree
as follows:  1.The
Commencement Date of the Lease is
                                                        . 2.The
Termination Date of the Lease is
                                                              . 3.The
Premises consist of
                          
rentable square feet. 4.Base
Rent is as follows: Annual Base Rent during first Lease Year shall be
$25.00/rsf. When the Expansion Space is added to the Premises in accordance
with paragraphs 1.11 and 1.30, the Annual Base Rent for the first Lease Year
shall increase by the number of rentable square feet added to the Premises
multiplied by $25.00/rsf. Upon the Expansion Commencement Date, Base Rent for
remainder of the Lease Term shall be as follows:  Lease Year
  
  Annual
  Base Rent
  
  Monthly
  Base Rent2
  
  
  $
  1,884,552.00
  
  $
  157,046.003
  
  
  $
  1,921,504.00
  
  $
  160,125.334
  
  
  $
  1,958,456.00
  
  $
  163,204.675
  
  
  $
  1,995,408.00
  
  $
  166,284.006
  
  
  $
  2,069,312.00
  
  $
  172,442.677
  
  
  $
  2,106,264.00
  
  $
  175,522.008
  
  
  $
  2,143,216.00
  
  $
  178,601.339
  
  
  $
  2,180,168.00
  
  $
  181,680.6710
  
  
  $
  2,217,120.00
  
  $
  184,760.00  Tenants Pro Rata Share
shall be a fraction, the numerator of which shall be the number of square feet
of rentable floor area in the Premises, and the denominator of which shall be
the number of square feet of rentable floor area in the Building.


IN WITNESS WHEREOF, the
parties have caused this Memorandum to be duly executed as of
                                            ,
199  .  LANDLORD:
  TENANTRiggs and
  Company, a division of Riggs Bank
  Systems &
  Computer TechnologyN.A. as trustee
  of the Multi-Employer Property
  Corporation, a
  Delaware corporationTrust, a trust
  organized under 12 C.F.R. Section9.18By:
  
  
  By:Name:
  
  
  Name:Its:
  
  
  Its:


EXHIBIT E TO LEASE  RULES AND REGULATIONS  1.No
sign, placard, picture, advertisement, name or notice shall be installed or
displayed on any part of the outside or inside of the Building or Land without
the prior written consent of the Landlord. Landlord shall have the right to
remove, at Tenants expense and without notice, any sign installed or displayed
in violation of this rule. All approved signs or lettering on doors and walls
shall be printed, painted, affixed or inscribed at the expense of Tenant by a
person chosen by Landlord.  2.If
Landlord objects in writing to any curtains, blinds, shades, screens or hanging
plants or other similar objects attached to or used in connection with any
window or door of the Premises, Tenant shall immediately discontinue such use.
Tenant shall not place anything against or near glass partitions or doors or
windows which may appear unsightly from outside the Premises.  3.Tenant
shall not obstruct any sidewalk, halls, passages, exits, entrances, elevators,
escalators, or stairways of the Building. The halls, passages, exits,
entrances, elevators, escalators and stairways are not open to the general
public. Landlord shall in all cases retain the right to control and prevent
access to such areas of all persons whose presence in the judgment of Landlord
would be prejudicial to the safety, character, reputation and interest of the
Land,  Building and the Buildings
tenants; provided that, nothing in this Lease contained shall be
construed to prevent such access to persons with whom any Tenant normally deals
in the ordinary course of its business, unless such persons are engaged in
illegal activities. Tenant shall not go upon the roof of the Building.  4.The
directory of the Building will be provided exclusively for the display of the
name and location of tenants only, and Landlord reserves the right to exclude
any other names therefrom.  5.All
cleaning and janitorial services for the Building and the Premises shall be
provided exclusively through Landlord. Tenant shall not cause any unnecessary
labor by carelessness or indifference to the good order and cleanliness of the
Premises. Landlord shall not in any way be responsible to any Tenant for any
loss of property on the Premises, however occurring, or for any damage to any
Tenants property by the janitor, any of Landlords Agents or any other person.  6.Landlord
will furnish Tenant, free of charge, two (2) keys to each door lock in the
Premises. Landlord may make a reasonable charge for any additional keys. Tenant
shall not make or have made additional keys, and Tenant shall not alter any
lock or install a new additional lock or bolt on any door of its Premises.
Tenant, upon the termination of its tenancy,


shall deliver to Landlord
the keys of all doors which have been furnished to Tenant, and in the event of
loss of any keys so furnished, shall pay Landlord therefor.  7.If
Tenant requires telegraphic, telephonic, computer circuits, burglar alarm or
similar services, it shall first obtain Landlords consent, and comply with,
Landlords instructions for their installation, and shall pay the entire cost
of such installation(s).  8.Tenant
shall not place a load upon any floor of the Premises which exceeds the load
per square foot which such floor was designed to carry and which is allowed by
Governmental Requirements. Heavy objects shall, if considered necessary by
Landlord, stand on such platforms as determined by Landlord to be necessary to
properly distribute the weight.  Business
machines and mechanical equipment belonging to Tenant, which cause noise or
vibration that may be transmitted to the structure of the Building or to any
space in the Building or to any other tenant in the Building, shall be placed
and maintained by Tenant, at Tenants expense, on vibration eliminators or
other devices sufficient to eliminate noise or vibration. The persons employed
to move such equipment in or out of the Building must be acceptable to
Landlord. Landlord will not be responsible for loss of, or damage to, any such
equipment or other property from any cause, and all damage done to the Building
by maintaining or moving such equipment or other property shall be repaired at
the expense of Tenant.  9.Tenant
shall not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities permitted by
the Lease. Tenant shall not use or permit to be used in the Premises any foul
or noxious gas or substance, or permit or allow the Premises to be occupied or
used in a manner offensive or objectionable to Landlord or other occupants of
the Building by reason of noise, odors or vibrations nor shall Tenant bring
into or keep in or about the Premises any birds or animals.  10.Tenant
shall not use any method of heating or air-conditioning other than that
supplied by Landlord.  11.Tenant
shall not waste any utility provided by Landlord and agrees to cooperate fully
with Landlord to assure the most effective operation of the Buildings heating
and air conditioning and to comply with any governmental energy-saving rules,
laws or regulations of which Tenant has actual notice.  12.Landlord
reserves the right, exercisable without notice and without liability to Tenant,
to change the name and street address of the Building.  13.Landlord
reserves the right to exclude from the Building during non-Business Hours, or
such other hours as may be established from time to time by Landlord, and on
Sundays and legal holidays, any person unless that person is known to the
person or employee in charge of the Building and has a pass or is properly
identified. Tenant shall be responsible for all persons for whom it requests
passes and shall be liable to Landlord for all acts of such persons. Landlord
shall not be liable for damages for any error with regard to the admission to
or exclusion from the Building of any person. Landlord reserves the right to
prevent access to the


Building in case of
invasion, mob, riot, public excitement or other commotion by closing the doors
or by other appropriate action.  14.Tenant
shall close and lock the doors of its Premises and entirely shut off all water
faucets or other water apparatus, and electricity, gas or air outlets before
Tenant and its employees leave the Premises. Tenant shall be responsible for
any damage or injuries sustained by other tenants or occupants of the Building
or by Landlord for noncompliance with this rule.  15.Tenant
shall not arrange for bulk deliveries to the Premises of ice, drinking water,
food, beverage, towel or other similar services, except at such hours as may be
fixed by Landlord for such deliveries, and otherwise in accordance with these Rules and
Regulations. All such deliveries shall be made by the freight elevator, and not
by passenger elevator.  16.The
toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be deposited in them. The
expenses of any breakage, stoppage or damage resulting from the violation
of this rule shall be borne by Tenant if it or its employees or invitees
shall have caused it.  17.Tenant
shall not sell, or permit the sale at retail, of newspapers, magazines,
periodicals, theater tickets or any other goods or merchandise to the general
public in or on the Premises. Tenant shall not make any room-to-room
solicitation of business nom other tenants in the Building. Tenant shall not
use the Premises for any business or activity other than that specifically
provided for in the Lease.  18.Tenant
shall not install any radio or television antenna, loudspeaker or other device
in, on or about the Premises or Building without Landlords consent, and
provided that the installation and maintenance of such equipment shall not
permeate the membrane of the roof or otherwise vitiate any warranty on the roof
of the Building, and provided further that such equipment shall be properly
screened. Tenant shall not interfere with radio or television broadcasting or
reception from or in the Building or elsewhere.  19.Tenant
shall not mark, drive nails, screws or drill into the partitions, woodwork,
doors, or plaster or in any way deface the Premises. Landlord reserves the
right to direct electricians as to where and how telephone and telegraph wires
are to be introduced to the Premises. Tenant shall not cut or bore holes for
wires. Tenant shall not affix any floor covering to the floor of the Premises
in any manner except as approved by Landlord. Tenant shall repair any damage
resulting from noncompliance with this rule.  20.Tenant
shall not install upon the Premises any vending machine except at such hours as
may be fixed by Landlord for a delivery of heavy equipment and otherwise in
accordance with these Rules and Regulations. Any delivery of any vending
machine shall be made by the freight elevator, and not by passenger elevator.


21.Canvassing,
soliciting and distribution of handbills or any other written material, and
peddling in the Building or Land are prohibited, and Tenant shall cooperate to
prevent the same.  22.Landlord
reserves the right to exclude or expel from the Building and Land any person
who, in Landlords judgment, is intoxicated, under the influence of liquor or
drugs or in violation of any of these Rules and Regulations.  23.Tenant
shall store all of its trash and garbage within the Premises. Tenant shall not
place in any trash box or receptacle any material which cannot be disposed of
in the ordinary and customary manner of trash and garbage disposal. All garbage
and refuse disposal shall be made in accordance with directions issued from
time to time by Landlord.  24.The
Premises shall not be used for lodging or any improper or immoral or
objectionable purpose. No cooking shall be done or permitted by Tenant, except
that use by Tenant of Underwriters Laboratory approved equipment for
microwaving or toasting food or for brewing coffee, tea, hot chocolate and
similar beverages shall be permitted; provided that, such equipment and its use
is in accordance with all Governmental Requirements.  25.Tenant
shall not use in the Premises or in the public halls of the Building any hand
truck except those equipped with rubber tires and side guards or such other
material handling equipment as Landlord may approve. Tenant shall not bring any
other vehicles of any kind into the Building.  26.Without
the prior written consent of Landlord, Tenant shall not use the name of the
Building in connection with or in promoting or advertising the business of
Tenant except as Tenants address.  27.Tenant
shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.  28.Tenant
assumes any and all responsibility for protecting the Premises from theft,
robbery and pilferage, which includes keeping doors locked and other means of
entry to the Premises closed.  29.The
requirements of Tenant will be attended to only upon appropriate application to
the Manager of the Building by an authorized individual. Employees of Landlord
are not required to perform any work or do anything outside of their regular
duties unless under special instructions from Landlord, and no employee of Landlord
is required to admit Tenant to any space other than the Premises without
specific instructions from Landlord.  30.Tenant
shall not park its vehicles in any parking areas designated by Landlord as
areas for parking by visitors to the Building or Land. Tenant shall not use
more than its prorata share of parking spaces. Tenant shall not leave vehicles
in the parking areas overnight nor park any vehicles in the Building parking
areas other than automobiles, motorcycles, motor driven or


nonmotor driven bicycles
or four-wheeled trucks. Landlord shall have no obligation whatsoever to monitor
or police the use of the parking or other common areas.  31.Landlord
may waive anyone or more of these Rules and Regulations for the benefit of
Ten ant or any other tenant, but no such waiver by Landlord shall be construed
as a waiver of such Rules and Regulations in favor of any other person,
nor prevent Landlord from thereafter revoking such waiver and enforcing any
such Rules and Regulations against any or all of the tenants of the
Building.  32.These
Rules and Regulations are in addition to, and shall not be construed to in
any way modify or amend, in whole or in part, the covenants and conditions of
any lease of premises in the Building. If any provision of these Rules and
Regulations conflicts with any provision of the Lease, the terms of the Lease
shall prevail.  33.No
furniture, equipment, supplies or merchandise of Tenant shall be received in
the Building, or carried up or down the elevators or stairways, except during
such hours as shall be designated by Landlord.  34.No
smoking shall be permitted in the Building except for rooms constructed with
ventilation systems approved by Landlord which are vented directly to the
exterior of the Building. No smoking shall be permitted outside the Building
except in areas designated by Landlord as smoking areas.  35.Landlord
reserves the right to make such other and reasonable Rules and Regulations
as, in its judgment, may from time to time be needed for safety and security,
the care and cleanliness of the Building and Land and the preservation of good
order in the Building.  Tenant agrees to
abide by all the Rules and Regulations stated in this exhibit and any
additional rules and regulations which are so made by Landlord.  36.Tenant
shall be responsible for the observance of all of the foregoing rules by
Tenant and Tenants Agents.


EXHIBIT F TO LEASE SCHEDULE OF CLEANING SERVICES  Daily Cleaning
Services  1.Empty
waste baskets and remove refuse to designated area. Reline and wipe clean
receptacles as needed.  2.Break
down all boxes or any items marked trash and remove to designated areas.  3.Thorough
vacuuming of all carpeted area.  4.Sweep
all hard floors (tile, wood, etc.).  5.Sweep
and damp mop all vinyl, marble and quarry tile floors. Spot buff as needed.  6.Spot
clean minor carpet stains.  7.Dust
and/or wipe clean the following surfaces:  desks chairs file
cabinets tables telephones pictures
and frames doors lamps ledges
and shelves desk/furniture
partitions any other
horizontal surface of a fixture or furniture subject to collecting dust  8.Wipe clean the following
surfaces:  window
sills and ledges counter
tops and kitchen cabinets private
entrance doors glass,
mirrored and wood doors, panels, windows and walls walls
in kitchen and disposal area conference
tables  9.Wash,
clean and disinfect water fountains and/or coolers. Give special attention to
adjacent floor areas.


10.Establish
regular cleaning maintenance program for floor in public lobby area in
conjunction with Property Manager; standard necessary to maintain is high
quality shine with no water marks, stains, scuffing or other signs of wear.  11.Wipe
and polish all glass, chrome and metal surfaces such as windows (interior and
up to standard ceiling height), partitions, banisters, door knobs, light switch
plates, kick plates, directional signs and door saddles.  12.Dust
and wipe clean sand urns.  13.Polish
directory.  14.Vacuum
and spot shampoo all carpet entrance mats.  15.Spot
clean all wall surfaces.  16.Clean
all entrance doors.  Daily Elevators  1.Wash
and polish wood and stainless walls, doors and hall plate. Keep tracks clean of
dust, dirt and debris. Vacuum carpet. Spot clean carpet as needed.  Daily Vending
Areas  2.Thoroughly
vacuum carpeting and damp mop tile flooring daily. Special attention to
cleaning crevices, between and under vending machines.  3.Thoroughly
wipe all tops and sides of vending machines and express mail box cabinets with
damp cloth. Spot clean all wail surfaces.  4.Empty
trash and reline can daily.  5.Spot
clean exteriors of waste containers.  Daily Lavatories  6.Sweep
and wet mop all tile floors using disinfectant. Deck brush under urinals and
behind toilets as required.  7.Thoroughly
clean all mirrors, top to bottom.  8.Scour,
wash and disinfect all sink basins, counter tops, bowls, urinals, including
undersides.  9.Wash
toilet seats, both sides.


10.Wipe
clean all partitions and tops of ledges.  11.Wipe
clean all wall tile as needed.  12.Remove
all trash and sanitary waste, wash receptacles as necessary. Remove rubbish to
designated area.  13.Restock
hand soap and paper products.  14.Polish
all stainless dispensers and fixtures.  Weekly Cleaning
Services  15.Wash
and sanitize metal partitions. Dust horizontal surfaces exceeding 70 height.  Damp
clean ceiling and exhaust fans.  16.Dust
all blinds in common areas.  17.Sweep
fire tower stairwells. Wet mop as needed. Wipe hand rails and dust metalwork.  18.Wipe
clean all desk tops and credenzas.  19.Remove
all finger prints and dirt from door frames, kick and push plates, handles and
railings.  20.Wet
wipe all horizontal surfaces to 70 including moldings, shelves, etc.  21.Polish
all fine wood furniture including desks, chairs and cabinets.  22.Spray
buff all vinyl tiles floors as necessary.  23.Machine
buff other hard surfaces, floors to include ceramic, quarry and marble title as
necessary.  24.Wipe
clean all plant containers in common areas.  25.Stiff
brush upholstered furniture to remove lint and dirt.  Monthly /
Quarterly Cleaning Services  26.Thoroughly
wipe clean all ceiling vents and exhaust fans and area immediately
adjacent:  monthly to quarterly, as
needed.  27.Strip
and refinish all tile floors including restroom floors on a quarterly basis.


28.Wipe
clean and remove all fingerprints from full height doors on a monthly basis.  29.Vacuum
all upholstered furniture on a quarterly basis.  30.Thoroughly
clean all Venetian blinds, pipes, ventilating and air conditioning louvers,
ducts and high molding: monthly to quarterly, as needed.  31.Wipe
clean as needed all vinyl base. Vacuum as needed all carpet cove base: monthly
to quarterly, as needed.  32.Spot
clean all vertical surfaces on a monthly basis.  33.Spray
buff all vinyl floors (both tenant and common areas) monthly.  34.Clean
exterior windows on a quarterly basis.  Semi-Annual
Cleaning Services  35.Wash
all common area walls including wall covering, paint, marble and vinyl base.  36.Clean
interior windows.


EXHIBIT G TO LEASE  BUILDING FACADE SIGN  [graphic omitted]


EXHIBIT C  SUBTENANT IMPROVEMENT LETTER AGREEMENT  The following provisions
shall apply to the design and construction of the Subtenant Improvements with
the same force and effect as if all of the provisions of this Exhibit C
were set forth at length in the body of the Sublease.  1.Plans
and Specifications. Within twenty (20) Business Days prior to the planned
commencement of construction of the Unimproved Space, Subtenant shall prepare
and submit to Sublandlord for its approval, which approval shall not be
unreasonably withheld, conditioned or delayed and for Master Landlords
approval, construction drawings, plans and specifications for all improvements
to the Unimproved Space to be constructed by Subtenant, including but not
limited to any proposed demolition or modification of the existing improvements
in the Unimproved Space. If Sublandlord fails to respond to Subtenants request
for approval of such construction drawings, plans and specifications within
fifteen (15) days of receipt and such delay is not attributable to any delay by
Master Landlord in granting its own approval, Sublandlord shall be deemed to
have approved such construction drawings, plans and specifications. Such
construction drawings, plans and specifications, once approved by Sublandlord
and Master Landlord, are referred to herein and throughout this Sublease as the
Plans and Specifications. The Plans and Specifications shall be prepared and
submitted in accordance with the requirements of Exhibit C-I and Exhibit C-2
of the Master Lease.  Without limiting
the generality of the foregoing, the Plans and Specifications shall show the
following details: partition layout (dimensioned), door location and door
schedule, reflected ceiling plans, electrical outlets with locations
dimensioned, occupancy requirements by room or space, drawings, sections,
details and specifications for special equipment and fixtures, dimensioned
locations of all floor loads beyond 60 lbs. per square foot (including
partition load), carpentry and millwork, color schedule of all finish
items, floor coverings, wall coverings, other special finishes, requirements
for special air conditioning, plumbing and electrical needs, and specifications
of all specialty systems or equipment to be installed in the Subleased
Premises. Subtenant shall not make any material modification to the Plans and
Specifications without first submitting the proposed modification to Sub
landlord and Master Landlord and obtaining Sublandlords written consent
thereto, which consent shall not be unreasonably withheld, conditioned or
delayed, and obtaining Master Landlords written consent thereto.  2.Construction.  (a)The
Subtenant Improvements shall be constructed in a good and workmanlike manner,
in compliance with all Governmental Requirements, by contractors approved in
writing in advance by Sublandlord (which approval shall not be unreasonably
withheld, conditioned or delayed) and Master Landlord (collectively, the
Subtenant Improvement Contractor). Without limiting the scope of Sub landlords
and Master Landlords approval rights, the Subtenant Improvement Contractor
must be a party to and bound by a collective bargaining agreement with a labor organization
affiliated with the Building and Construction Trades Council of the AFL-CIO and
covenant to employ with respect to the construction of the Subtenant
Improvements only subcontractors similarly bound by such a


collective bargaining
agreement and employing only members of such labor organizations to perform
work within their respective jurisdictions.  (b)Sublandlords
and Master Landlords construction managers, if any, shall be given access to
the Subleased Premises at all times during the performance of the Subtenant
Improvements for purposes of inspecting the same. Sub landlord and Master
Landlord shall have the right to reject any portion of the Subtenant
Improvements which either Sub landlord or Master Landlord determines to deviate
materially from the Plans and Specifications or to be in violation of any
Governmental Requirements, provided, Sub landlord agrees not to be unreasonable
in making such determination. Upon substantial completion of the Subleased
Premises, the Subtenant Improvements shall be reviewed for quality control
(punchlisted) by Sublandlords and Master Landlords construction managers, if
any. Any and all portions of the Subtenant Improvements not in conformance with
the Plans and Specifications shall be corrected by Subtenant, at Subtenants
expense, within thirty (30) days after notification of such defects by
Sublandlord or Master Landlord. Sub landlords review of the Plans and
Specifications or inspection of the Subtenant Improvements is for Sublandlords
separate purposes; Sub landlords approval or inspection of any Subtenant
Improvements shall not be construed as a recommendation, representation or
warranty of any kind, including but not limited to compliance with Governmental
Requirements or fitness for a particular purpose, or otherwise limit Subtenants
obligations under this Sublease.  (c)Prior
to the commencement of the Subtenant Improvements, Subtenant or the Subtenant
Improvement Contractor shall provide to Sublandlord and Master Landlord copies
of all required building permits for construction of the Subtenant Improvements
and insurance certificates with coverages and limits as specified by
Sublandlord, naming Sub landlord and Master Landlord as additional insureds.
The Subtenant Improvement Contractor shall also execute a waiver of mechanics
liens in form and substance satisfactory to Sublandlord, which waiver must be
filed with the Chester County Prothonotary prior to commencement of such
Subtenant Improvements at Subtenants expense.  (d)Subtenant
shall be solely responsible for (i) transportation, safekeeping and
storage of material and equipment used in the performance of the work by the
Subtenant Improvement Contractor, (ii) the cost of removal of debris and
waste resulting therefrom, (iii) defective design and work caused by the
Subtenant Improvement Contractor and (iv) any damage caused by the
Subtenant Improvement Contractor; provided however, that Subtenant shall be
entitled to draw upon the Subtenant Improvement Allowance for payment of costs
associated with subsections (i) and (ii) of this subsection (d).
Subtenant shall also indemnify and hold harmless Sub landlord, Master Landlord
and Master Landlords Manager from any and all claims arising out of, in any
manner, the operation of the Subtenant Improvement Contractor.  3.Subtenant
Improvement Costs.  (a) The
cost of any improvement, modification, construction, design, management,
inspection, review or any other cost or expense incurred toward the preparation
of the Subtenant Improvements for Subtenants desired and Permitted Use,
including but not limited to the cost of architectural and engineering
services, permits and approvals and the sums payable


to the Subtenant
Improvement Contractor, are collectively referred to herein as the Subtenant
Improvement Costs. The Subtenant Improvement Costs shall also include a
construction management fee in an amount equivalent to any fee charged to
Sublandlord by Master Landlord in connection with the construction of the
Subtenant Improvements. Subtenant shall be responsible for payment of the
Subtenant Improvement Costs as and when due, subject to reimbursement by Sub
landlord in an amount not to exceed the Subtenant Improvement Allowance
pursuant to Section 4 below.  (b) Prior
to commencement of the Subtenant Improvements, Subtenant shall deliver to
Sublandlord a certificate executed by Subtenant attaching a budget (the
Budget) for the Subtenant Improvements, which shall constitute Subtenants
good faith estimate of all Subtenant Improvement Costs for the Subleased
Premises. Subtenant shall be permitted from time to time to adjust the Budget
if Subtenants good faith estimate has changed.  4.Subtenant
Improvement Allowance.  (a)Subtenant
shall be entitled to an improvement allowance, to be applied to construction
costs associated with the Plans and Specifications, of $30.00 for each rentable
square foot of the Unimproved Space, for a total allowance of $362,970.00 (the
Subtenant Improvement Allowance). Subtenant shall be responsible for all
costs associated with constructing the Subtenant Improvements in excess of the
Subtenant Improvement Allowance, including the costs of any Subtenant Change
Orders or NonStandard Work.  (b)Sublandlord
shall reimburse Subtenant for any Subtenant Improvement Costs for the Subleased
Premises up to a maximum of the Subtenant Improvement Allowance. Sub landlord
shall pay the Subtenant Improvement Allowance within 30 days of receiving the
following:  (i)final
releases of lien signed by the Subtenant Improvement Contractor and all
subcontractors who provided any labor or materials with respect to the
Subtenant Improvements (which releases may be contingent upon the receipt of
sums reflected in the final payment application and/or which may exclude
reasonable holdbacks for punchlist items);  (ii)a
certificate executed by Subtenant confirming the amount of Subtenant
Improvement Costs incurred by Subtenant and that all Subtenant Improvement
Costs have been paid by Subtenant except for reasonable holdbacks related to
punchlist items as specified in such certificate;  (iii)a
set of the Plans and Specifications marked to show as built conditions, which
shall be in a reproducible electronic media format; and  (iv)Sublandlords
receipt of the Sublandlords improvement allowance from Master Landlord in
accordance with the terms of the Master Lease.


(c)Sub
landlords obligation to reimburse Subtenant in accordance with subparagraph (b) above
shall be conditioned upon the following:  (i)No
Event of Default shall have occurred and be continuing hereunder at the time
any such payment is requested; and  (ii)Construction
of the Subtenant Improvements shall have been substantially completed.  In the event that the
cost of the Subtenant Improvements is less than the Subtenant Improvement
Allowance, Subtenant shall receive a credit in the amount of up to fifty
percent (50%) such savings, if and to the extent Sub landlord receives such
credit from Master Landlord, to be applied against the installments of Base
Rent first falling due following Sub landlords receipt of such credit from
Master Landlord.


CONSENT TO SUBLEASE (MEPT Form Consent)  This Consent to Sublease
of Real Estate Lease (the Consent) is made this
             day of
                                ,
2004, by and among Riggs & Company, a division of Riggs Bank N.A., as
trustee of the Multi-Employer Property Trust, a trust organized under 12 C.F.R.
Section 9.18, having its principal office at 808-17th
Street N.W., Washington, D.C. 20006 (Landlord), Systems &
Computer Technology Corporation, a Delaware corporation, (Tenant), and
Cephalon, Inc., a Delaware corporation (Subtenant).  BACKGROUND  Tenant is leasing that
certain real property (the Premises) from Landlord pursuant to the
terms of that certain lease dated October 19, 1998 (which lease as
heretofore or hereafter amended is hereinafter, called the Lease).
The Premises are more specifically described on Exhibit A attached
hereto.  Tenant
desires and has agreed to sublease all of the Premises to Subtenant on the
terms and conditions set forth in that certain Sublease attached hereto as Exhibit B
(the Sublease), and Subtenant desires and has agreed to sublease that
portion and to abide by the duties, obligations and conditions set forth in the
Lease from and after March 1, 2004 (the Effective Date) for a
period of three years (the Sublease Term), unless further extended in
accordance with the provisions of the Sublease. Pursuant to the terms of the
Lease, Tenant now seeks Landlords consent to such sublease.  NOW
THEREFORE:  1.Subject
to the satisfaction of the terms and conditions precedent set forth in this
Consent, Landlord hereby consents to the requested sublease of the Lease by
Tenant to Subtenant, effective as of the Effective Date.  2.By
Landlords execution hereof, Landlord acknowledges receipt of the following: (a) the
fully executed, written Sublease in the form attached hereto as Exhibit B
by which Tenant and Subtenant agreed to the subleasing of the Premises set
forth in Exhibit A to Subtenant under the terms and conditions of the
Lease; (b) such financial information as Landlord has deemed appropriate
or necessary concerning the Subtenant, including relevant financial information
filed by Subtenant with the Securities Exchange Commission; (c) proof
satisfactory to the Landlord that the Subtenant will occupy and use the
Premises in compliance with the terms of the Sublease and Lease; (d) the
sum of Five Hundred Dollars ($500) as Landlords fee for processing the
Sublease to Subtenant, including reasonable attorneys fees incurred by
landlord with respect to such processing.  3.Nothing
contained in this Consent shall:


(a) be
construed to modify, waive or affect (i) any of the provisions, covenants
or conditions in the lease, (ii) any of the obligations of the Tenant
under the lease, or (iii) any rights or remedies of Landlord under the
lease or to enlarge or increase Landlords obligations or the rights of the
Tenant under the lease.  (b) be
construed to waive any present or future breach or default on the part of
Tenant or Subtenant under the lease. In case of any conflict between the
provisions of this Consent and the provisions of the Sublease the provisions of
this Consent shall prevail unaffected by the Sublease.  4.Tenant
acknowledges that neither this Consent nor the Sublease shall release or
discharge the Tenant from any liability under the lease and Tenant shall remain
liable and responsible for the full performance and observance of all the
provisions, covenants and conditions set forth in the lease on the part of the
Tenant to be performed and observed. Any breach or violation of any provision
of the lease by Subtenant shall be deemed to be and shall constitute a default
by Tenant in fulfilling such provision.  5.Nothing
contained in the Assignment shall modify, waive or affect the terms of the
Lease; the lease is in full force and effect and as of the date of this Consent
has not been amended or modified, and the Landlord is not in default under the
lease.  6.This
Consent is not assignable.  7.This
Consent shall not be construed as consent by Landlord to any further subleasing
or assignments by Tenant or Subtenant without the prior written consent of the
landlord in each instance.  8.This
Consent shall be binding upon and inure to the benefit of the parties to the
Lease, their successors and assigns.


March 3, 2004  Mr. Patrick O. Mayberry Riggs Bank N.A., as trustee of the Multi-Employer Property Trust 808 17th Street, NW Washington,
DC  20006   Dear
Mr. Mayberry:  In
connection with the execution of a certain sublease (the Sublease) by
and between Cephalon, Inc. (Subtenant) and Systems &
Computer Technology Corporation, a Delaware corporation (Sublandlord)
respecting certain premises consisting of approximately 73,904 rentable square
feet of space (the Premises) in the building known as the Westbrook
Corporate Center (the Building), the parties wish to clarify their
further understandings with respect to Section 1.27 of that certain lease
(the Master Lease) by and between Sublandlord and Riggs &
Company, a division of Riggs Bank, N.A. as Trustee of the Multi-Employer
Property Trust (Master Landlord). 
Unless otherwise defined in this Letter Agreement, all defined terms
used herein shall have the meaning set forth in the Sublease or the Master
Lease.  Section 1.27
of the Master Lease defines the Permitted Use as General office uses
consistent with Governmental Requirements and first-class buildings of the same
or similar use as the Building located in the western suburbs of Philadelphia.  Master
Landlord hereby agrees that the Permitted Use, as defined in Section 1.27
of the Master Lease, permits Sublandlord and Subtenant to use the Premises for
general and executive office uses and any other uses incidental thereto,
including, but not limited to, a pantry for the exclusive use of Subtenants
employees (which pantry may contain a microwave, refrigerator, and table and
chairs), a cafeteria for the exclusive use of Subtenants employees, and a
training facility for the exclusive use of Subtenants employees.  Master Landlord acknowledges that a cafeteria
is currently constructed in the Building adjacent to the Premises and hereby
agrees that, subject to Master Landlords approval rights under the Master
Lease, Subtenant may construct a similar cafeteria in the Premises.  Kindly
indicate your agreement to the terms of this letter by signing on the following
page where indicated and returning a photocopy to me.  Very
truly yours,  CEPHALON, INC./s/ J. Kevin
  BuchiName: J. Kevin BuchiTitle: Sr. V.P. and CFO  [SIGNATURE PAGE FOLLOWS]


Accepted and Agreed to
this 30th  day of March, 2004   Systems & Computer Technology CorporationBy:
  /s/ Calvin J. BamptonName:
  Calvin J. BamptonTitle:
  Director, Facilities & Purchasingc:
  Michael E. Roynan, EsquireJ.J. Broderick, Esquire


March 26, 2004  Systems &
Computer Technology Corporation Four
Country View Road Malvern,
PA 19355 Attention:
Facilities Department  Dear
Sir or Madam:  In
connection with the execution of a certain sublease (the Sublease) by
and between Cephalon, Inc. (Subtenant) and Systems &
Computer Technology Corporation, a Delaware corporation (Sublandlord)
respecting certain premises consisting of approximately 73,904 rentable square
feet of space (the Premises) in the building known as the Westbrook Corporate
Center (the Building), the parties wish to clarify their further
understandings with respect to that certain lease (the Original Lease)
by and between Sublandlord and Riggs & Company, a division of Riggs
Bank, N.A. as Trustee of the Multi-Employer Property Trust (Master Landlord)
dated October 19, 1998, as amended by that certain First Amendment to
Lease dated June 3, 1999 (the First Amendment and together with
the Original Lease, the Master Lease). Unless otherwise defined in
this Letter Agreement, all defined terms used herein shall have the meaning set
forth in the Sublease or the Master Lease.  The
First Amendment grants Sub landlord, as tenant, a license to install and
operate a Reception Desk in the east lobby of the Building. Paragraph 1 (a) of
the First Amendment provides that the location of the Reception Desk is subject
to Master Landlords approval and further provides that Master Landlord
reserves the right to require the relocation of the reception desk to another
area of the lobby from time to time, at Sub landlords expense.  Sublandlord
agrees that, once Sublandlord has approved the location of the Reception Desk,
Sublandlord will not, at any time thereafter, require the Subtenant to relocate
the Reception Desk and will not revoke the Subtenants license to install and
operate the Reception Desk. Sublandlord further agrees that the relocation
right granted in Paragraph 1(a) of the First Amendment and the right to
revoke the license to install and operate the Reception Desk shall be reserved
exclusively to Master Landlord and such rights shall be enforced against
Subtenant only to the extent Master Landlord requires relocation of the Reception
Desk or revokes the license to install and operate the Reception Desk.  Kindly
indicate your agreement to the terms of this letter by signing on the following
page where indicated and returning a photocopy to me.  Very
truly yours,  /s/ J. Kevin BuchiName: J. Kevin BuchiTitle:   Sr. V.P. and CFO  [SIGNATURE PAGE FOLLOWS]


Accepted
and Agreed to this        day of
                    ,
2004  MULTI-EMPLOYER
PROPERTY TRUST, a
trust organized under 12 C.F.R. Section 9.18  By:
  Kennedy Associates Real Estate
  Counsel, Inc.,
  Authorized Signatory  By:Name:Its:  Acknowledged
and Agreed to this 3rd day of March ,2004  SunGard
SCT Inc., formerly known as Systems & Computer Technology Corporation  By:
  /s/ Calvin J. BamptonName:
  Calvin J. Bampton   c:
  Director of Asset Management, The Multi-Employer Property Trust, c/o
  Kennedy Associates Real Estate Counsel, Inc.Vice President, Asset Management, The Multi-Employer Property Trust,
  c/o Kennedy Associates Real Estate Counsel, Inc.Manager, The Multi-Employer Property Trust, Trammell Crow CompanyFacilities Department, SunGard SCT Inc., formerly known as Systems &
  Computer Technology CorporationMichael E. Roynan, Esquire