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                                                                   EXHIBIT 10.15


                               OFFICE SPACE LEASE

                                       FOR



                           SUITE # 200, MILLENNIUM III



                           CONSHOHOCKEN, PENNSYLVANIA



                                 BY AND BETWEEN


                      WASHINGTON STREET ASSOCIATES II, L.P.


                                  (AS LANDLORD)

                                       AND


                             VIASYS HEALTHCARE INC.


                                   (AS TENANT)


                             Date: October 3, 2001


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                                TABLE OF CONTENTS
                                                                           PAGE
                                                                           ----
1.    DEFINITIONS.........................................................   1
2.    PREMISES............................................................   1
3.    COMPLETION OF PREMISES..............................................   1
4.    COMMENCEMENT DATE...................................................   1
5.    USE OF PREMISES.....................................................   1
6.    FIXED BASIC RENT....................................................   2
7.    REAL ESTATE TAXES...................................................   2
8.    OPERATING EXPENSES..................................................   5
9.    INTEREST AND LATE CHARGE............................................  12
10.   INSURANCE...........................................................  13
11.   REPAIRS AND MAINTENANCE.............................................  16
12.   UTILITIES AND SERVICES..............................................  16
13.   GOVERNMENTAL REGULATIONS............................................  18
14.   SIGNS...............................................................  18
15.   ALTERATIONS, ADDITIONS AND FIXTURES.................................  18
16.   MECHANIC'S LIENS....................................................  19
17.   LANDLORD'S RIGHT OF ENTRY...........................................  20
18.   DAMAGE BY FIRE OR OTHER CASUALTY....................................  21
19.   NON-ABATEMENT OF RENT...............................................  22
20.   INDEMNIFICATION.....................................................  22
21.   CONDEMNATION........................................................  23
22.   QUIET ENJOYMENT.....................................................  24
23.   RULES AND REGULATIONS...............................................  24
24.   ASSIGNMENT AND SUBLEASE.............................................  25
25.   [Intentionally Omitted].............................................  28
26.   SUBORDINATION.......................................................  28
27.   CURING TENANT'S DEFAULTS............................................  29
28.   SURRENDER...........................................................  29
29.   DEFAULTS-REMEDIES...................................................  29
30.   CONDITION OF PREMISES...............................................  33
31.   HAZARDOUS SUBSTANCES................................................  33
32.   RECORDING...........................................................  34
33.   BROKERS' COMMISSION.................................................  34
34.   NOTICES.............................................................  34
35.   IRREVOCABLE OFFER:  NO OPTION.......................................  35
36.   INABILITY TO PERFORM................................................  35
37.   SURVIVAL............................................................  36
38.   AUTHORITY...........................................................  36
39.   TENANT REPRESENTATIONS AND WARRANTIES...............................  36
40.   WAIVER OF INVALIDITY OF LEASE.......................................  36
41.   SECURITY DEPOSIT....................................................  36
42.   ESTOPPEL CERTIFICATE................................................  37
43.   RIGHTS RESERVED BY LANDLORD.........................................  37

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                                                                           PAGE
                                                                           ----
44.   MISCELLANEOUS.......................................................  38
45.   ADDITIONAL DEFINITIONS..............................................  39

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         THIS LEASE (the "Lease") is made the ____ day of October, 2001 between
WASHINGTON STREET ASSOCIATES, L.P. (herein referred to as "Landlord") whose
address is 700 South Henderson Road, Suite 225, King of Prussia, Pennsylvania
19406 and VIASYS HEALTHCARE INC. (herein referred to as "Tenant"), a Delaware
corporation whose address is 700 South Henderson Road, Suite 202, King of
Prussia, Pennsylvania, 19406.

                                    PREAMBLE

                     BASIC LEASE PROVISIONS AND DEFINITIONS

         In addition to other terms elsewhere defined in this Lease, the
following terms whenever used in this Lease shall have only the meanings set
forth in this Section, unless such meanings are expressly modified, limited or
expanded elsewhere in this Lease.

A. ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent payable
by Tenant to Landlord pursuant to the provisions of the Lease.

B. BROKER(S) shall mean Tadley & Associates and OPG Advisors, LLC.

C. BUILDING shall mean the building known as Millennium III of the Millennium
Corporate Center (the "Project") located on the Property containing 69,414
rentable square feet of space as set forth on Exhibit C. The Building is also
identified as Unit B pursuant to that certain Declaration of Condominium of
Millennium, A Condominium dated October 18, 2000 and recorded October 20, 2000
in the Montgomery County Recorder of Deeds at Deed Book 335 page 2384 ET SEQ.
(the "Declaration").

D. BUILDING HOLIDAYS shall be those holidays listed on Exhibit D.

E. EXHIBITS shall be the following, attached to this Lease and incorporated in
this Lease and made a part of this Lease:

         Exhibit A              Premises
         Exhibit B              Legal Description of Property
         Exhibit C              Building Measurement
         Exhibit D              Work Letter
         Exhibit E              Building Holidays
         Exhibit F              Janitorial Specifications
         Exhibit G              Rules and Regulations
         Exhibit H              Tenant Estoppel Certificate
         Exhibit I              Confirmation of Lease Term
         Exhibit J              Competitors
         Exhibit K              Additional Space Plans and Specifications



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FIXED BASIC RENT shall be calculated and payable as follows:

                                Rate Per
              Rentable          Rentable             Yearly           Monthly
   Months     Sq. Ft.           Sq. Foot              Rate          Installment
                           (net of utilities)
     1-3           7,964         $ 0.00               None              None
    4-15           7,964         $ 32.50          $ 258,830.00      $ 21,569.17
    16-27          7,964         $ 33.00          $ 262,812.00      $ 21,901.00
    28-39          7,964         $ 33.50          $ 266,794.00      $ 22,232.83
    40-51          7,964         $ 34.00          $ 270,776.00      $ 22,564.67
    52-63          7,964         $ 34.50          $ 274,758.00      $ 22,896.50

F. OPERATING EXPENSES STOP shall mean Four Dollars ($4.00) per rentable square
foot of the Premises.

G. PERMITTED USE shall be general office use and for no other purpose, subject
to all applicable laws and all rules and regulations of the Building and
insurers of the Building.

H. PREMISES shall be approximately seven thousand nine hundred sixty four
(7,964) rentable square feet on the second level of the Building as shown on
Exhibit A. The measurement of the Premises is as set forth on Exhibit C.

I. PROPERTY shall mean the buildings (including the Building) in the Project and
the lot, tract or parcel of land on which the buildings are situated and all
improvements thereto as more particularly described on Exhibit B attached hereto
which is subject to the Declaration.

J. REAL ESTATE TAXES STOP shall mean One and 50/100 Dollars ($1.50) per rentable
square foot of the Premises.

K. RENT COMMENCEMENT DATE shall mean that date which is three (3) months next
following the Commencement Date.

L. SECURITY DEPOSIT shall be the sum of $64,707.51 which shall be held in
accordance with Section 41 of the Lease.

M. TARGET DATE shall be November 16, 2001, provided this Lease has been executed
and delivered by the Tenant on or before October 5, 2001. In the event the
Tenant fails to execute this Lease on or before October 5, 2001, then the Target
Date shall be extended one (1) day for each one (1) business day after October
5, 2001 until such time as the Tenant executes and delivers this Lease to
Landlord.

N. TENANT'S OPERATING EXPENSES SHARE shall mean 11.47 percent.

O. TENANT'S TAX SHARE shall mean 11.47 percent.

P. TERM shall mean the period of time commencing on the Commencement Date (as
defined in Section 4 of the Lease) and ending on the date which is five (5)
years and three (3) months

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following the Commencement Date, plus the number of days remaining in the
calendar month in which such date occurs unless otherwise terminated or extended
pursuant to the terms of this Lease.


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         For and in consideration of the covenants contained in this Lease, and
upon the terms and conditions set forth in this Lease, Landlord and Tenant,
intending to be legally bound, agree as follows:

         1. DEFINITIONS. The definitions set forth in the preceding Preamble
shall apply to the same capitalized terms appearing in this Lease. Additional
definitions are contained in Section 45 and throughout this Lease.

         2. PREMISES. Landlord hereby demises and leases the Premises to Tenant
and Tenant hereby leases and takes the Premises from Landlord for the Term and
upon the terms, covenants, conditions, and provisions set forth in this Lease,
including the Preamble (this "Lease"). The Tenant's interest in the Premises as
tenant shall include the right, in common with Landlord and other occupants of
the Building, to use driveways, sidewalks, loading and parking areas, lobbies,
hallways and other facilities which are located within the Property and which
are designated by Landlord from time to time for the use of all of the tenants
of the Building (the "Common Facilities") as well as all the Common Elements (as
defined in the Declaration). Tenant shall only be entitled to use at any one
time up to 3.5 unreserved parking spaces per each 1,000 rentable square feet of
space contained within the Premises. Tenant's use of such parking spaces shall
be without any separate cost or charge to Tenant or those persons actually using
such spaces, except to the extent Tenant is allocated Operating Expenses or Real
Estate Taxes on account of such parking spaces as provided elsewhere in this
Lease.

         3. COMPLETION OF PREMISES. The Premises shall be completed in
accordance with the Work Letter attached hereto as Exhibit D. If the Premises
are not Substantially Completed (as defined in the Work Letter) and delivered to
the Tenant on or before the Target Date for any reason, whether or not within
Landlord's control, Landlord shall not be subject to any liability to Tenant and
no such failure to deliver the Premises by the Target Date or any other date
shall in any respect affect the validity or continuance of this Lease of any
obligation of Tenant hereunder or extend the Term. Notwithstanding the
foregoing, in the event the Premises are not Substantially Completed within
ninety (90) days following the Target Date plus a number of days equal to the
number of days of Tenant Delay, if any, then Tenant shall have the right upon
fifteen (15) days prior written notice to Landlord to terminate this Lease so
long as the Premises are not Substantially Completed within such fifteen (15)
day period.

         4. COMMENCEMENT DATE. The Term shall commence on the date (the
"Commencement Date") which is the first to occur of (a) the date the Premises
are Substantially Completed or (b) the date on which the Premises are actually
occupied by Tenant with the Landlord's permission for the conduct of Tenant's
business. Notwithstanding the foregoing, in the event the Premises are not
Substantially Completed on or before the Target Date due in part or in whole to
a Tenant Delay (as defined in the Work Letter), then upon the Commencement Date
Tenant shall pay to Landlord the sum of 1/365 of the Fixed Basic Rent and
Additional Rent during the first full year of the Term (after any period of free
Rent) multiplied by the aggregate number of days of such Tenant Delay. Upon
either party's request, the other shall execute the Confirmation of Lease Term
attached hereto as Exhibit I.

         5. USE OF PREMISES. Tenant shall occupy the Premises for, and only for,
the Permitted Use specified in the Preamble. Tenant shall have access to and
egress from the Building and the

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Premises twenty four (24) hours per day, seven (7) days per week. Tenant
shall not make, or permit to be made, any unseemly or disturbing noises
or odors and shall not interfere with other tenants or those having business
with them. Tenant shall keep all mechanical apparatus in the Premises free of
vibration and noise which may be transmitted beyond the limits of the Premises.
Tenant shall not overload any floor or part thereof in the Premises or the
Building, including any public corridors or elevators therein. Landlord may
prohibit, or may direct and control the location and size of, safes and all
other heavy articles, and may require, at Tenant's sole cost and expense,
supplementary supports of such material and dimensions as Landlord may deem
necessary to properly distribute the weight.

         6. FIXED BASIC RENT. Commencing on the Rent Commencement Date, Tenant
shall pay, throughout the Term, the annual Fixed Basic Rent in the amount
specified in the Preamble, without notice or demand and without setoff or
deduction, in equal monthly installments equal to one-twelfth of the annual
Fixed Basic Rent (specified as Monthly Installments in the Preamble), in
advance, on the first day of each calendar month during the Term. If the Rent
Commencement Date falls on a day other than the first day of a calendar month,
the Fixed Basic Rent shall be due and payable for such month, apportioned on a
per diem basis for the period between the Rent Commencement Date and the first
day of the next first full calendar month in the Term and such apportioned sum
shall be paid on the Rent Commencement Date.

         7.  REAL ESTATE TAXES.

             a) DEFINITIONS. The following terms shall be defined as hereinafter
provided:

                 (i) "REAL ESTATE TAXES" shall mean all taxes, liens, charges,
imposts and assessments of every kind and nature, ordinary or extraordinary,
foreseen or unforeseen, general or special, levied, assessed or imposed by any
governmental authority with respect to the Building or allocated to the Building
pursuant to the Declaration, as well as all fees or assessments payable on
account of the Building being located in any special services district.
Notwithstanding the foregoing:

                          (1) if at any time during the Term the present system
of ad valorem taxation of real property shall be changed or supplemented so that
in lieu of or in addition to the ad valorem tax on real property there shall be
assessed on Landlord or the Building (or the Property and allocated to the
Building pursuant to the Declaration) any tax of any nature which is imposed in
whole or in part, in substitution for, addition to, or in lieu of any tax which
would otherwise constitute a Real Estate Tax, such tax shall be included within
the term "Real Estate Taxes," but only to the extent that the same would be
payable if the Building were the only property of Landlord. Such tax may
include, but shall not be limited to, a capital levy or other tax on the gross
rents or gross receipts with respect to the Building, or a federal, state,
county, municipal or other local income, franchise, profit, excise or similar
tax, assessment, levy or charge measured by or based, in whole or in part, upon
any such gross rents or gross receipts;

                          (2) Real Estate Taxes shall also encompass all of
Landlord's reasonable expenses, including but not limited to reasonable
attorney's fees and expenses, incurred by Landlord in good faith in any effort
to minimize Real Estate Taxes whether by contesting proposed increases in
assessments, applying for the benefit of any tax abatement

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program available for the Property, appealing the denial of any such tax
abatement, or contesting any challenge to the validity of any tax abatement
program or its applicability to the Property or by any other means or procedures
appropriate in the circumstances; provided, however, that under no circumstances
shall Landlord have any obligation to undertake any contest, appeal or other
procedure to minimize Real Estate Taxes or to obtain or maintain the benefits of
any tax abatement program for the Property unless tenants occupying fifty
percent (50%) or more of the Building request Landlord to do so in writing for a
particular tax year; and

                          (3) except as otherwise provided in Subsection
7(a)(i)(1) above, there shall be excluded from Real Estate Taxes all net income,
excess profit, excise, franchise, estate, succession and inheritance taxes,
penalties due to Landlord's lateness or failure to pay taxes when due and
transfer taxes imposed on Landlord and shall in no event include any real estate
tax or assessment attributable solely to a period occurring prior to the
Commencement Date.

                 (ii) "TAX YEAR" shall mean each calendar year, or such other
period of twelve (12) months as now or hereafter may be duly adopted as the
fiscal year for real estate tax purposes of the governmental unit in which the
Property is located, occurring during the Term.

                 (iii) "TAX STATEMENT" shall mean a statement provided by
Landlord, setting forth and enclosing: (a) the actual tax bill(s) issued by the
municipality for Real Estate Taxes for any Tax Year, (b) Tenant's Tax Payment
(defined in Section 7(b)) owing on account thereof, prorated if only a part of
the Tax Year falls within the Term; and (c) the amount by which the Tenant's Tax
Payment exceeds (or is less than) payments made by Tenant pursuant to
Subsections 7(b)(ii) and 7(b)(iii) below for the specified Tax Year or portions
thereof.

        b) PAYMENT OF TENANT'S TAX PAYMENT. Commencing on the Rent Commencement
Date, Tenant shall pay to Landlord, as Additional Rent hereunder, an amount
equal to Tenant's Tax Share of the total dollar increase, if any, of Real Estate
Taxes for such Tax Year over Real Estate Taxes Stop, prorated for any partial
Tax Year within the Term ("TENANT'S TAX PAYMENT"). Tenant's Tax Payment for each
year shall be paid as follows:

                 (i) After receipt of a Real Estate Tax bill, Landlord shall
furnish Tenant a Tax Statement. Within thirty (30) days following the receipt of
such Tax Statement, Tenant shall pay to Landlord the amount, if any, by which
the Tenant's Tax Payment for such Tax Year exceeds the total amount, if any, of
payments made pursuant to Subsection 7(b)(iii) below on account of the Tenant's
Tax Share as shown on the Tax Statement.

                 (ii) Notwithstanding the foregoing Section 7(b)(i), if at any
time after execution of this Lease Landlord receives a Real Estate Tax bill for
taxes in excess of the Real Estate Taxes for the preceding Tax Year or a notice
of any governmental action which could effect an increase in Real Estate Taxes
over the Real Estate Taxes for the preceding Tax Year including, but not limited
to, notice of any increase in assessment or of a forthcoming increase in the
real estate tax rate, or notice, providing that the Property is not entitled to
the benefit of any tax abatement program pursuant to which Landlord has
previously elected, in its sole discretion, to determine the Tenant's Tax
Payment, or that the validity of any tax abatement program applicable to the
Property which Landlord in its sole discretion has elected to use in determining

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Tenant's Tax Payment has been challenged by appropriate legal proceedings,
Landlord may notify Tenant that Landlord elects to increase the installments
presently being paid by Tenant pursuant to Subsection 7(b)(iii), below.
Landlord's notice shall be in writing and shall specify the amount due, or
estimated to become due, and the amount of each installment or increased
installment to be paid by Tenant. Payments in the amount of the installment (or
increase in installment) set forth in Landlord's notice shall be due monthly as
Additional Rent concurrently with payments but upon not fewer than thirty (30)
days' notice, of Fixed Basic Rent beginning with such first payment due after
the date of Landlord's notice, and shall continue on the first day of each month
until and including the month in which Tenant makes payment in full of Tenant's
Tax Payment.

                 (iii) Tenant shall pay one twelfth (1/12) of the Tenant's Tax
Payment for the preceding Tax Year monthly, together with payments of Fixed
Basic Rent, as an estimate and on account of the Tenant's Tax Payment for the
current Tax Year, which payments shall be subject to increase upon receipt by
Tenant of a notice from Landlord pursuant to Subsection 7(b)(ii) above
increasing the amount of monthly estimated payments.

                 (iv) Real Estate Taxes with respect to a Tax Year which is the
subject of an appeal filed by or on behalf of Landlord shall be paid on the
basis of the amount reflected in the tax bill and shall not be adjusted until
the final determination of the appeal. Upon such determination of any appeal,
Landlord will notify Tenant in writing of the actual amount of Tenant's Tax
Share of the Real Estate Taxes for the year or years which were the subject of
the appeal and the amount, if any, remaining due by Tenant in excess of Tenant's
estimated payments. Tenant shall pay such entire amount so due on the due date
for the next installment of Fixed Basic Rent, or if this Lease has terminated,
Tenant shall pay the amount due within thirty (30) days after receipt of
Landlord's notice. If the final determination of the appeal results in a
reduction of the Real Estate Taxes at issue and Landlord receives a cash refund,
credit, abatement or other form of relief from the taxing authority on account
of overpayment of Real Estate Taxes for such year, Tenant shall receive a credit
against the installment of Fixed Basic Rent next coming due in the amount by
which Tenant's payments on account of Tenant's Tax Share of such Real Estate
Taxes exceeded the payments actually due for the applicable year, or if the Term
of the Lease is thereupon due to expire or has expired within the preceding
three (3) years (but not otherwise), Landlord shall refund to Tenant the amount
of any such overpayment promptly following Landlord's determination of the
amount due to Tenant.

                 (v) If Tenant shall pay any Tenant's Tax Payment for any
periods which were calculated on the basis of the qualification of the Property
for a tax abatement program, and subsequently it is determined that for such
periods or any portion thereof the Property was not entitled to the benefit of
such program or that such program was invalid and a retroactive assessment is
made, then Tenant's Tax Payment for such periods shall be recomputed on the
basis of the actual amount of Real Estate Taxes required to be paid in the
absence of abatement. Landlord will notify Tenant in writing both of any
additional amounts due (the "DEFICIENCIES") by Tenant by reason of such
recalculations of Tenant's Tax Payment for such periods in excess of Tenant's
previous payments of Tenant's Tax Payment and of the amount of any increase in
installments payable by Tenant pursuant to Subsection 7(b)(iii) above for the
balance of the current Tax Year. Tenant shall pay the entire amount of the
Deficiencies by the due date of the next installment of Fixed Basic Rent due
Landlord.

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                 (vi) Any Tax Statement from Landlord pursuant to this
Section 7(b) shall be deemed approved by Tenant as correct and binding upon
Landlord and Tenant unless within one hundred twenty (120) days after the
furnishing thereof, Tenant shall notify Landlord in writing that it disputes the
correctness of the Tax Statement, specifying in detail the basis for such
assertion. Pending the resolution of such dispute, however, Tenant shall make
payments in accordance with said Tax Statement.

            c) TENANT'S PERSONALTY. Tenant shall pay all taxes imposed upon
Tenant's furnishings, trade fixtures, equipment or other personal property.

            d) LANDLORD REPRESENTATION. Landlord represents and warrants that
Landlord is not delinquent in the payment of any Real Estate Taxes currently
assessed against or imposed upon the Building or the Property or the larger tax
parcel of which the Building or Property forms a part, and neither the Building
or Property nor such larger parcel is presently subject to any real estate tax
abatement, deferral or similar tax relief.

        8.  OPERATING EXPENSES.

            a)  DEFINITIONS. As used in this Section 8 the following terms
shall be defined as hereinafter provided:

                 (i) "OPERATING YEAR" shall mean each calendar year, or such
other period of twelve (12) months as hereafter may be adopted by Landlord as
its fiscal year, occurring either in whole or in part during the Term.

                 (ii) "OPERATING EXPENSE STATEMENT" shall mean a statement
provided by Landlord, setting forth in reasonable detail: (a) the Operating
Expenses for the Operating Year (or portion thereof if less than a full
Operating Year) immediately preceding the Operating Year in which the statement
is issued, reasonably detailed by major categories, (b) the Tenant's Expense
Payment (defined in Subsection 8(b)) for such preceding Operating Year, prorated
if only a part of the Operating Year falls within the Term, (c) the amount of
payments made by Tenant on account of the Tenant's Expense Payment during such
preceding Operating Year, (d) the amount of payments of the Monthly Operating
Expense Estimate (defined in Subsection 8(b)(i)(1)) made to date by Tenant in
the Operating Year in which the Expense Statement is issued, and (e) the Monthly
Operating Expense Estimate for the Operating Year in which the Operating Expense
Statement is issued.

                 (iii) "OPERATING EXPENSES" shall mean

                          (1) the expenses incurred by Landlord in connection
with the operation, repair, maintenance, protection and management of the
Building as a first class suburban office property, including by way of example
rather than of limitation, the following:

                                (a) Wages, salaries, fees and other compensation
and payments, payroll taxes, contributions to any social security, unemployment
insurance, welfare, pension or similar fund and payments for other fringe
benefits made to or on behalf of any and all employees of Landlord performing
services rendered in connection with the operation, repair, maintenance,
protection and management of the Building, including, without limitation:
elevator

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operators; elevator starters; window cleaners; porters; janitors; maids;
miscellaneous handymen; watchmen; persons engaged in patrolling and protecting
the Building; carpenters; engineers; firemen; mechanics; electricians; plumbers;
landscapers; insurance risk managers; building superintendent and assistants;
property manager; and clerical and administrative personnel. Landlord may
contract for any of the foregoing to be performed by independent contractors, in
which event all sums paid to such independent contractors shall be included
within Operating Expenses pursuant to Subsection 8(a)(iii)(1)(t) below.

                                (b) The cost of employee uniforms, and the
cleaning, pressing and repair thereof.

                                (c) Cleaning costs for the Building, including
the facade, windows and sidewalks, all costs for snow and rubbish removal and
the costs of all labor, supplies, equipment and materials incidental to such
cleaning.

                                (d) Premiums incurred by Landlord with respect
to all insurance relating to the Building and the operation and maintenance
thereof, including without limitation: all risk of physical damage or fire and
extended coverage insurance; public liability insurance; elevator insurance;
workmen's compensation insurance; boiler and machinery insurance; sprinkler
leakage insurance; rent insurance (for up to twelve (12) months of coverage);
and health, accident and group life insurance for employees.

                                (e) The cost of heat, electricity, gas, water,
sewer and all other utility services, servicing the Common Areas of the Building
generally to the extent not billed directly to Tenant in accordance with Section
12(a) below.

                                 (f) Costs incurred for operation, service,
maintenance, inspection, repairs and alterations of the Building, including the
heating, air-conditioning, ventilating, plumbing, outdoor underground heating
coils, electrical and elevator systems of the Building and the costs of labor,
materials, supplies and equipment used in connection with all of the aforesaid
items so long as such costs are not covered by an applicable warranty, if any.

                                 (g) Sales and excise taxes and the like upon
any of the expenses enumerated herein.

                                 (h) Management fees of the managing agent for
the Building, if any, in an amount not to exceed the sum of four percent (4%) of
gross revenues.

                                 (i) The cost of tools, equipment, and supplies
and any replacement thereof.

                                 (j) The cost of repainting or otherwise
redecorating any part of the Building other than premises demised to tenants in
the Building, and the cost of displays or decorations for the lobby, balconies
and other public portions of the Building.

                                 (k) Intentionally Omitted.

                                 (l) Dues paid to associations representing
landlords.

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                                 (m) The cost of telephone, telecopier and
courier services, postage and delivery charges, office supplies, maintenance and
repair of office equipment, and similar costs.

                                 (n) The cost of licenses, permits and similar
fees and charges required to operate the Building. (o) Reasonable auditing and
accounting fees incurred in connection with the preparation and certification of
the Tax Statements and the Operating Expense Statements.

                                 (p) All costs incurred by Landlord to comply
with governmental requirements, whether federal, state or municipal, first
taking effect after the Commencement Date; and all repairs, replacements and
improvements which are appropriate for the continued operation of the Building
as a first class building, including capital expenditures which under generally
applied real estate accounting practice are expensed or are regarded as deferred
expenses.

                                 (q) All costs and expenses associated with the
acquisition and installation of any energy or cost saving devices but only to
the extent of savings realized.

                                 (r) Intentionally Omitted.

                                 (s) Intentionally Omitted.

                                 (t) Cost of independent contractors performing
services, including, but not limited to, cleaning, janitorial, window-washing,
rubbish removal, security, landscaping, snow and ice removal services,
electrical, painting, plumbing, elevator, heating, ventilation and air
conditioning maintenance and repair and all fees due such independent
contractors except to the extent such independent contractors are related to
Landlord in which event costs which are in excess of the amount which would have
been paid in the absence of such relationship shall not be included in Operating
Expenses.

                                 (u) Legal fees with respect to the Building
other than those incurred in the negotiation or enforcement of tenant leases or
the defense of Landlord's title in the Building.

                                 (v) Capital expenditures necessitated by
casualties to the extent of reasonable deductibles payable in connection with
such casualty insurance policies.

                                 (w) Any and all other expenditures of Landlord
which are properly expensed in accordance with generally applied real estate
accounting practices consistently applied with respect to the operation, repair,
maintenance, protection and management of first-class office buildings in the
locality of the Project.

                                 (x) If Landlord shall purchase any item of
capital equipment or make any capital expenditure as described in Subsections
8(a)(iii)(1)(p), or 8(a)(iii)(1)(q), or 8(a)(iii)(1)(v) above (jointly the
"CAPITAL EXPENDITURES") then the costs for same

                                      -7-
<PAGE>

shall be amortized on a straight line basis beginning in the year of
installation and continuing for not less than the useful life thereof, with a
per annum interest factor equal to the rate of Interest on the date of purchase
of any item described in Subsections 8(a)(iii)(1)(p), or 8(a)(iii)(1)(q), or
8(a)(iii)(1)(v) above. The amount of amortization for such costs shall be
included in Operating Expenses for each Operating Year to which the amortization
relates. Subject to the foregoing minimum amortization, Tenant agrees that the
determination by Landlord's accountants of the useful life of the subject of
such Capital Expenditures shall be binding on Tenant. If Landlord shall lease
such items of capital equipment, then the lease shall be included in Operating
Expenses for each Operating Year in which they are incurred. Notwithstanding the
foregoing, if Landlord shall effectuate savings in labor or energy related costs
as a result of the installation of new devices or equipment, then Landlord may,
in lieu of the above, elect to include up to the full amount of any such savings
in each Operating Year (beginning with the Operating Year in which the equipment
is placed in service) as an Operating Expense until Landlord has recovered
thereby the cost of installation of said devices or equipment and interest
thereon as above provided, even if the result of such application will result in
the amortization of such costs over a period shorter than the useful life of
such installation. Landlord shall notify Tenant in writing if Landlord elects to
apply such savings to the cost of such equipment and shall include a statement
of the amount of such savings in the Operating Expense Statement for each
applicable Operating Year. Operating Expenses shall thereafter be reduced by the
amount of any previous capital expenditures included therein expensed pursuant
to this Subsection 8(a)(iii)(1)(x) when such amortization has been completed.

                                 (y) Any expenses, costs or assessments assessed
against or allocated to the Building pursuant to the terms of the Declaration or
pursuant to the terms and conditions of that certain Protective Covenants
Agreement dated October 18, 2000 and recorded in Montgomery County Recorded of
Deeds in Deed Book 335, page 2358 ET SEQ. in connection with the ownership,
operation and maintenance of the Property.

                          (2) Operating Expenses shall be "net" and, for that
purpose, shall be reduced by the amounts of any reimbursement or credit received
by Landlord with respect to an item of cost that is included within Operating
Expenses (other than reimbursements to Landlord by tenants of the Building
pursuant either to operating expense provisions of any lease or separate
contractual arrangements).

                          (3) In determining Operating Expenses for any
Operating Year during which less than ninety five percent (95%) of the rentable
area of the Building shall have been occupied by tenants for more than thirty
(30) days during such year, the actual Operating Expenses for such year shall be
increased to the amount which normally would have been incurred for such
Operating Year had such occupancy of the Building been ninety five percent (95%)
throughout such Operating Year, as reasonably determined by Landlord.
Notwithstanding the foregoing, in no event shall Landlord receive more than one
hundred percent (100%) of the Building's actual Operating Expenses as a result
of the operation of this Subsection 8(a)(iii)(3).

                          (4) Notwithstanding the provisions of Section 8(a),
"Operating Expenses" shall not include expenditures for any of the following:

                                      -8-
<PAGE>

                                 (a) Any capital addition, expenditure or
improvement made to the Building or the Project, including the cost to prepare
space for occupancy by a new tenant, except as set forth in Subsections
8(a)(iii)(1)(p), or 8(a)(iii)(1)(q), or 8(a)(iii)(1)(v) above.

                                 (b) Repairs or other work occasioned by fire,
windstorm or other insured casualty or hazard, to the extent that Landlord shall
receive proceeds of such insurance.

                                 (c) Leasing commissions and advertising
expenses incurred in leasing or procuring new tenants.

                                 (d) Repairs or rebuilding necessitated by
condemnation to the extent that Landlord has received condemnation proceeds for
such repairs or rebuilding.

                                 (e) Depreciation and amortization of the
Building or Property, other than as permitted pursuant to Subsection
8(a)(iii)(1)(x).

                                 (f) Real Estate Taxes.

                                 (g) The salaries and benefits of executive
officers of Landlord or any affiliate of Landlord, if any.

                                 (h) Debt service payments on any indebtedness
applicable to the Building or the Property, including any mortgage debt.

                                 (i) Costs of compliance with governmental
requirements in effect as of the Commencement Date.

                                 (j) Fines and penalties not incurred by
Landlord as a result of the action or inaction of Tenant.

                                 (k) Tort claims and expenses of the
investigation and defense thereof.

                                 (l) Amounts in excess of fair market rates in
respect of any transaction with, or provision of any item or service (other than
management) by, Landlord or any affiliate of Landlord.

                                 (m) Costs associated with withdrawal from a
"multi-employer plan."

                                 (n) Personal property or equipment rental costs
if the purchase of same would not be includable in Operating Expenses.

                                 (o) Cost of acquisition of the land,
construction of the Building, site improvements, parking areas and facilities
now or hereafter forming a part of the Property, whether mandated by law or
otherwise.

                                      -9-
<PAGE>

                                 (p) Costs associated with the refinancing of
any of Landlord's debt.

                                 (q) Reserves for future expenditures or
liabilities which would be incurred subsequent to the then current accounting
years.

                                 (r) Any bad debt loss, rent loss or reserves
for bad debt or rent loss.

                                 (s) Cost of rent insurance exceeding one year's
coverage, if obtained.

                                 (t) Management fees in excess of 4% of gross
revenues.

                                 (u) The cost of performing any improvements or
services contemplated as part of the Base Building improvements or otherwise
identified as Landlord obligations herein or in the Work Letter, or the cost of
repairing or replacing any defective or improperly installed item of such work,
and any costs typically covered by labor or product warranties.

                                 (v) Any and all legal and other fees, audit
fees, inspection fees, appraisal fees and other costs incurred in connection
with the acquisition or leasing of the Property, and any and all advertising and
promotional costs.

                                 (w) Costs of repairing or restoring any portion
of the Building and the Property damaged or destroyed by any casualty or peril
whether insured or uninsured, except to the extent of commercially reasonable
insurance deductibles, and costs of restoration following a taking by
condemnation or eminent domain.

                                 (x) Costs associated with the clean-up,
remediation and removal of any hazardous wastes or substances (except to the
extent such wastes or substances have been deposited in, on, or about the
Property by Tenant, its agents, employees or contractors) and any and all other
costs of causing the Property to comply with applicable environmental laws and
other applicable laws and codes in effect as of the Commencement Date.

                                 (y) Cost of compliance with the Americans with
Disabilities Act to the extent conditions exist at the Property as of the
Commencement Date which are not in compliance therewith as of the Commencement
Date.

                                 (z) Administrative or overhead expenses, other
than as expressly provided herein.

         In addition to the foregoing, Operating Costs shall be reduced by each
of the following before the calculation of (a) Tenant's Share of Operating
Expenses, and (b) any administrative and overhead charges otherwise expressly
includable in Operating Expenses: (i) recoveries by Landlord from any third
parties as a result of any act, omission, default or negligence of such parties,
or as the result of a breach or default by such parties under the provisions of
applicable agreements which have caused Landlord to incur such costs and
expenses, and (ii) recoveries by

                                      -10-
<PAGE>

Landlord from insurance policies, to the extent that the proceeds thereof
reimburse Landlord for costs and expenses which have previously been included or
which would otherwise be included in Operating Expenses. Without limitation of
the foregoing, it is further agreed that no administrative or overhead charge
shall be applied with respect to (x) the on-site manager, if any, the on-site
maintenance personnel, if any, or (y) the gross amount of real estate Taxes paid
by Landlord (including, without limitation, those recoverable from Tenant),
insurance premiums or the costs of utilities.

                          (iv) "Monthly Operating Expense
Estimate" shall have the meaning specified in Subsection 8(b)(i)(1) hereof.

                 b) TENANT'S EXPENSE PAYMENT. Commencing on the Rent
Commencement Date, Tenant shall pay to Landlord as Additional Rent hereunder an
amount equal to Tenant's Operating Expense Share of the total dollar increase,
if any, of Operating Expenses for such Expense Year over Operating Expenses Stop
("TENANT'S EXPENSE PAYMENT"). For any portion of an Operating Year less than a
full twelve (12) month period occurring within the Term, Tenant's Expense
Payment shall be prorated on a per diem basis.

                          (i) Such Additional Rent shall be paid (or credited)
in the following manner:

                                (1) Beginning on the Commencement Date and
continuing thereafter during each Operating Year during the Term on the first
day of each month until receipt of the next Operating Expense Statement, Tenant
will pay Landlord an amount set by Landlord sufficient to pay Landlord's
estimate (reasonably based on the actual Operating Expenses for the preceding
Operating Year and Landlord's projections of any anticipated increases or
decreases thereof) of Tenant's Expense Payment for the current Operating Year
(or remaining portion thereof) (the "MONTHLY OPERATING EXPENSE ESTIMATE"). The
Monthly Operating Expense Estimate for a period less than a full calendar month
shall be duly prorated.

                                (2) Following the end of each Operating Year,
Landlord shall furnish Tenant an Operating Expense Statement setting forth the
information described in Subsection 8(a)(ii) above. Within thirty (30) days
following the receipt of such Operating Expense Statement (the "EXPENSE SHARE
DATE") Tenant shall pay to Landlord: (i) the amount by which the Tenant's
Expense Payment for the Operating Year (or portion thereof) covered by the
Operating Expense Statement exceeds the aggregate of Monthly Operating Expense
Estimates paid by Tenant with respect to such Operating Year (or portion
thereof); and (ii) the amount by which the Monthly Operating Expense Estimate
for the current Operating Year as shown on the Operating Expense Statement
multiplied by the number of months elapsed to date in the current Operating Year
(including the month in which payment is made) exceeds the aggregate amount of
payments of the Monthly Operating Expense Estimate theretofore made in the
Operating Year in which the Operating Expense Statement is issued. Landlord
shall diligently endeavor to furnish Tenant an Operating Expense Statement not
later than one hundred and twenty (120) days following the end of each Operating
Year.

                                (3) On the first day of the first month
following receipt by Tenant of any annual Operating Expense Statement and
continuing thereafter on the first day of each succeeding month until the
issuance of the next ensuing Operating Expense Statement, Tenant

                                      -11-
<PAGE>

shall pay Landlord the amount of the Monthly Operating Expense Estimate shown on
the Operating Expense Statement.

                                (4) If on any Expense Share Date Tenant's
payments of the installments of the Monthly Operating Expense Estimate for the
preceding year's Operating Expenses are greater than Tenant's Expense Payment
for such preceding Operating Year, Landlord shall credit Tenant with any excess,
which credit may be offset by Tenant against next due installments of Rent. If
the Term expires prior to the Expense Share Date for the applicable Operating
Year and if Tenant's payments of Monthly Operating Expense Estimate either
exceed or are less than Tenant's Expense Payment, Landlord shall send the
Operating Expense Statement to Tenant, and an appropriate payment from Tenant to
Landlord or refund from Landlord to Tenant shall be made on the Expense Share
Date. The provisions of this Subsection 8(b)(i)(4) shall remain in effect
notwithstanding any termination of this Lease; provided however, that if upon
termination of this Lease Tenant owes Landlord any sums under this Lease (for
Rent or otherwise), Landlord shall have the right to reduce the amount of any
refund due Tenant under this Section 8(b)(i)(4) against such sums owed by Tenant
to Landlord and vice versa.

                          (ii) Any Operating Expense Statement from Landlord
pursuant to this Section 8 shall be deemed approved by Tenant as correct and
binding upon the Landlord and Tenant unless, within one hundred twenty (120)
days after the furnishing thereof, Tenant shall notify Landlord in writing that
it disputes the correctness of the Operating Expense Statement, specifying in
detail the bases for such assertion. Notwithstanding any dispute concerning any
Operating Expense Statement, Tenant shall continue to make payments in
accordance with said Operating Expense Statement or other notice pending the
resolution of such dispute.

                 c) TENANT AUDIT RIGHTS. Tenant shall have the right, at its
sole cost and expense, to inspect and/or audit Landlord's books and records at
Landlord's place of business or such other place Landlord regularly maintains
such books and records (not more than once in any twelve (12) month period),
with respect to Operating Expenses, Real Estate Taxes and any and all other
additional rent payable by or claimed by Landlord to be payable by Tenant under
this Lease. Tenant shall give Landlord not less than seven (7) days prior
written notice of its intention to conduct any such audit. If such audit
discloses that the amount paid by Tenant for any one or more of the above
enumerated items for the Lease Year under consideration has been overstated,
then Landlord shall immediately credit to Tenant the amount of overcharge and if
the overstatement shall be five (5%) or more, then in addition to immediately
rebating to Tenant the overcharge, Landlord shall also pay the reasonable costs
incurred by Tenant for such audit.

        9. INTEREST AND LATE CHARGE. Landlord may charge a late payment charge
of five percent (5%) of any installment of Fixed Basic Rent or Additional Rent
that is not paid within ten (10) days of the due date thereof provided, however,
Tenant shall be entitled to one (1) ten (10) day written notice of such late
payment every twelve (12) months prior to the imposition of any late charge. Any
amount due from Tenant to Landlord which is not paid when due shall bear
interest ("Interest") at an interest rate equal to the prime rate published from
time to time in the Money Rates column of the Wall Street Journal (the "Prime
Rate") plus 2% (or, if lower, the highest rate then allowed under the usury laws
of the Commonwealth of Pennsylvania) from the date due until the date paid. The
right of Landlord to charge a late charge and interest with

                                      -12-
<PAGE>

respect to past due installments of Fixed Basic Rent and Additional Rent is in
addition to Landlord's rights and remedies upon an event of default.

        10.  INSURANCE.

                 a) TENANT'S INSURANCE.

                          (i) Tenant covenants and represents, such covenants
and representations being specifically designed to induce Landlord to execute
this Lease, that during the entire Term, at its sole cost and expense, Tenant
shall obtain, maintain and keep in full force and effect the following
insurance:

                                 (1) "All Risk" property insurance against fire,
theft, vandalism, malicious mischief, sprinkler leakage and such additional
perils as are now, or hereafter may be, included in a standard extended coverage
endorsement from time to time in general use in the Commonwealth of Pennsylvania
upon property of every description and kind owned by Tenant and or under
Tenant's care, custody or control located in the Building, the Property or
within the Premises and for which Tenant is legally liable or installed by or on
behalf of Tenant, including furniture, fixtures, and Tenant's other personal
property (but excluding the work done by Landlord in connection with Exhibit D
which is owned by Landlord) in an amount equal to the full replacement cost
thereof. Tenant may satisfy the obligations to be performed by it hereunder
through a program of self-insurance.

                                 (2) Commercial General Liability Insurance
coverage to include personal injury, bodily injury, broad form property damage,
operations hazard, owner's protective coverage, contractual liability, products
and completed operations liability naming Landlord and Landlord's mortgagee or
trust deed holder and ground lessors (if any) as additional named insureds in
limits of not less than Two Million Dollars ($2,000,000.00).

                                 (3) Business interruption insurance in such
amounts as will reimburse Tenant for direct or indirect loss of earnings
attributable to all perils commonly insured against by prudent tenants or
assumed by Tenant pursuant to this Lease or attributable to prevention or denial
of access to the Premises or Building as a result of such perils.

                                 (4) Workers' Compensation insurance in form
and amount as required by law.

                                 (5) Any other form or forms of insurance or
any increase in the limits of any of the aforesaid enumerated coverages or other
forms of insurance as Landlord or the mortgagees or ground lessors (if any) of
Landlord may reasonably require from time to time if in the reasonable opinion
of Landlord or said mortgagees or ground lessors said coverage and/or limits
become inadequate or less than that commonly maintained by prudent tenants in
similar buildings in the area by tenants making similar uses.

                          (ii) All property insurance policies shall be taken
out with insurers rated A+XV (or if such ratings are not in effect, the
equivalent thereof) by Best Rating Service, or any successor thereto (or if
there be none, an organization having a National reputation) who are authorized
to do business in the state in which the Property is located and shall be in
form

                                      -13-
<PAGE>

reasonably satisfactory from time to time to Landlord. A policy or certificate
evidencing such insurance shall be delivered to Landlord prior to the
Commencement Date hereof. Such insurance policy or certificate will provide an
undertaking by the insurers to notify Landlord and the mortgagees or ground
lessors (if any) of Landlord in writing not less than thirty (30) days prior to
any material change, reduction in coverage, cancellation, or other termination
thereof. The aforesaid insurance shall be written with commercially reasonable
deductibles.

                          (iii) If per Section 15, the termination of the Lease,
at Landlord's election, is due to damage to the Building, and if the Premises
have not been so damaged, Tenant will deliver to Landlord, in accordance with
the provisions of this Lease, the improvements and alterations to the Premises
which have become an installation or would have become at the Term's expiration,
Landlord's property.

                          (iv) Tenant agrees that it will not keep or use or
offer for sale (if sales of goods is a permitted use pursuant to this Lease) in
or upon the Premises or within the Property any article which may be prohibited
by any insurance policy in force from time to time covering the Property, the
Building or Premises. In the event Tenant's occupancy or conduct of business in
or on the Premises, the Building or Property, whether or not Landlord has
consented to the same, results in any increase in premiums for insurance carried
from time to time by Landlord with respect to the Building, or the Premises (or
by the Association created in accordance with the Declaration with respect to
the Property), Tenant shall pay such increase in premiums as Additional Rent
within ten (10) days after being billed therefor by Landlord. In determining
whether increased premiums are a result of Tenant's use and occupancy a schedule
issued by the organization computing the insurance rate showing the components
of such rate shall be conclusive evidence of the items and charges making up
such rate. Tenant shall promptly comply with all reasonable requirements of the
insurance authority or of any insurer now or hereafter in effect relating to the
Building, the Property or Premises.

                          (v) If any insurance policy carried by either party
as required by this Section 10 shall be cancelled or cancellation shall be
threatened or the coverage thereunder reduced or threatened to be reduced in any
way by reason of the use or occupation of the Premises or Building or any part
thereof by Tenant or any assignee or subtenant of Tenant or anyone permitted by
Tenant to be upon the Premises, and if Tenant fails to remedy the conditions
giving rise to such cancellation or threatened cancellation or reduction in
coverage on or before (i) forty-eight (48) hours after notice thereof from
Landlord, or (ii) prior to such cancellation or reduction becoming effective, if
later, Tenant shall be in default and an event of default shall occur under this
Lease and Landlord shall have all of the remedies available to Landlord pursuant
to this Lease.

                 b) LANDLORD'S INSURANCE. Landlord covenants and agrees that
throughout the Term it shall maintain with respect to the Property and the
Building (excluding any personal property with respect to which Tenant is
obligated to insure pursuant to Subsection 10(a)(i)(1) above) "All Risk"
property insurance against fire, theft, vandalism, malicious mischief, sprinkler
leakage and such additional perils as are now, or hereafter may be, included in
a standard extended coverage endorsement from time to time in general use in the
Commonwealth of Pennsylvania in such reasonable amounts with such reasonable
deductibles as required by any mortgagee or ground lessor, or, if none, as would
be carried by a prudent owner of a similar

                                      -14-
<PAGE>

building in the area. Landlord shall maintain and keep in force and effect
during the Term, rental income insurance insuring Landlord against abatement or
loss of Fixed Basic Rent, including items of Additional Rent, in case of fire or
other casualty similarly insured against, in an amount at least equal to the
Fixed Basic Rent and Additional Rent during, at the minimum, one lease year
hereunder. In addition, Landlord shall maintain Commercial General Liability
insurance coverage to include personal injury, bodily injury, broad form
property damage, operations hazards, contractual liability, products and
completed operations liability insurance with limits of not less than Two
Million Dollars ($2,000,000.00). Landlord may, but shall not be obligated to,
take out and carry any other forms of insurance as it may be required to by law,
or as it or the mortgagee or ground lessor (if any) of Landlord may require or
reasonably determine available. The costs of all insurance carried by Landlord
on the Building or otherwise allocated to the Building pursuant to the
Declaration shall be included as an Operating Expenses pursuant to Section 8.
Notwithstanding its inclusion as an Operating Expense or any contribution by
Tenant to the cost of insurance premiums by Tenant as provided herein, Tenant
acknowledges that it has no right to receive any proceeds from any such
insurance policies carried by Landlord although Landlord shall use such proceeds
in the repair and reconstruction of the Building and the Premises. Tenant
further acknowledges that the exculpatory provisions of this Lease as set forth
in Section 45 and the provisions of this Section 10 as to Tenant's insurance are
designed to insure adequate coverage as to Tenant's property and business
without regard to fault and avoid Landlord obtaining similar coverage for such
loss for its negligence or that of its agents, servants or employees which would
result in double coverage for the same perils includable as part of Operating
Expenses which are payable in part by Tenant. Landlord will not carry insurance
of any kind on Tenant's furniture or furnishings, or on any fixtures, equipment,
appurtenances or improvements of Tenant under this Lease, and Landlord shall not
be obligated to repair any damage thereto or replace the same.

                 c) WAIVER OF SUBROGATION. Any policy or policies of fire,
extended coverage or similar casualty insurance, which is required of either
party or which either party obtains in connection with the Premises or the
Building shall include a clause or endorsement denying the insurer any rights of
subrogation against the other party (i.e. Landlord or Tenant) for all perils
covered by such policy. Any provision of this Lease to the contrary
notwithstanding, Landlord and Tenant hereby release the other from any and all
liability or responsibility to the other or anyone claiming through or under
them by way of subrogation or otherwise (a) from any and all liability for any
loss or damage to the property of the releasing party, (b) for any loss or
damage that may result, directly or indirectly, from the loss or damage to such
property (including rental value and business interruption), and (c) from legal
liability for any loss or damage to property (no matter who the owner of the
property may be), all to the extent that the releasing party's loss or damage is
insured or, if not insured, was insurable under commercially available "all
risk" property insurance policies, including additional coverages typically
obtained by owners and tenants of comparable office buildings in the vicinity of
the Project, even if such loss or damage or legal liability shall be caused by
or result from the fault or negligence of the other party or anyone for whom
such party may be responsible and even if the releasing party is self insured in
whole or in part or the amount of the releasing party's insurance is inadequate
to cover the loss or damage or legal liability. It is the intention of the
parties that Landlord and Tenant shall look solely to their respective insurance
carriers for recovery against any such property loss or damage or legal
liability, without such insurance carriers having any rights of subrogation
against the other party.

                                      -15-
<PAGE>

        11. REPAIRS AND MAINTENANCE.

                 a) Tenant shall, throughout the Term, and at Tenant's sole
cost and expense, keep and maintain the Premises in a neat and orderly
condition; and, upon expiration of the Term or earlier termination of this
Lease, Tenant shall leave the Premises in good order and condition, ordinary
wear and tear, damage by fire or other casualty and Landlord's obligations alone
excepted, and for that purpose and except as stated in this sentence or
hereinafter provided in this Lease, Tenant will make all necessary repairs and
replacements to the Premises to deliver it in such condition. Tenant shall not
permit any waste, damage or injury to the Premises. Tenant shall not use or
permit the use of any portion of the Common Facilities or Common Elements for
other than their intended use as specified by the Landlord from time to time or
as specified by the Declaration.

                 b) Landlord shall, throughout the Term, make or cause to be
made all necessary repairs to the roof of the Building, all Common Facilities of
the Building and Project and all structural elements and Building operating
systems including, without limitation, all HVAC, electrical, mechanical and
other utility services to the Premises and exterior windows and doors of the
Premises and other improvements located on the Property; provided, however, that
Landlord shall have no responsibility to make any repairs unless and until
Landlord receives written notice of the need for such repair and provided
further, that Landlord shall not be obligated to repair any tenant improvements
or Building systems which are not consistent with or provided in accordance with
the Minimum Standard Tenant Improvements or Base Building Core and Shell
Specifications. Landlord shall keep and maintain all Common Facilities of the
Building and shall cause the Common Elements including any sidewalks, parking
areas, curbs and access ways adjoining the Building and all landscaped areas
within the Project to be maintained in a clean and orderly condition, free of
snow and ice and accumulation of dirt and rubbish. Landlord shall perform or
cause to be performed the obligations set forth in this Subsection 11(b) in a
manner consistent with the operation of a first class suburban office building.

        12. UTILITIES AND SERVICES.

                 a) Landlord shall furnish the Premises with electricity,
heating and air conditioning for the normal use and occupancy of the Premises as
general offices between 8:00 a.m. and 6:00 p.m., Monday through Friday, 9:00
a.m. to 1:00 p.m. on Saturdays ("Business Hours"), of each week during the Term
(Building Holidays excepted) all in a manner consistent with the operation of a
first class suburban office building. Tenant agrees to pay monthly as Additional
Rent all charges for electricity, light, heat or other utility (other than water
and sewer) used by Tenant at the Premises. Tenant's consumption of electricity
within the Premises shall be submetered. With respect to any other utilities, if
a separate meter is installed, Tenant shall pay for the consumption of such
utilities based upon its metered usage. If no meter is installed, Tenant shall
pay its pro rata share of any utility charges covering the Premises and the
other portions of the Building as equitably allocated among such areas. If not
directly metered or submetered to Tenant, any air conditioning or heat required
by Tenant at times other than during Business Hours shall be billed to Tenant
pro rata in accordance with Landlord's then-current schedule of costs and
assessments therefor (currently Forty Dollars ($40.00) per hour per floor of the
Building), and paid by Tenant within thirty (30) days following the date of an
invoice

                                      -16-
<PAGE>

therefor. In addition, Tenant agrees to pay monthly as Additional Rent its pro
rata share of all charges for electricity, light, or other utility (other than
water and sewer) used generally at the Building (i.e. not within separately
demised premises of the Building) or allocated to the Building in accordance
with the Declaration. Tenant shall pay all bills for separately metered utility
usage within thirty (30) and any non-payment or late payment of such utility
bills shall be deemed a default under the terms of this Lease. Landlord, at
Landlord's sole cost and expense, shall install a meter or submeter to meter
Tenant's consumption of electricity within the Premises. All charges for repairs
of any meters servicing the Premises shall be payable by Tenant as Additional
Rent and shall be paid when the same shall become due. Tenant's use of electric
energy in the Premises shall not at any time exceed the safe capacity of any of
the electric conductors and equipment in or otherwise serving the Premises. If
Tenant shall require electricity or install electrical equipment using current
in excess of 110 volts or which will in any way increase the amount of
electricity furnished by Landlord for general office use (including but not
limited to electrical heating or refrigeration equipment or electronic data
processing machines) or if Tenant shall attempt to use the Premises in such a
manner that the services to be furnished by Landlord are required during periods
other than the business hours specified above, Tenant will obtain prior written
approval from Landlord and will pay, as Additional Rent, for the resulting
additional direct expense to Landlord, including the expense resulting from the
installation of any equipment and meters, promptly upon receipt of an invoice
from Landlord.

                 b) Landlord shall replace light bulbs, tubes and ballasts for
Building Standard lighting fixtures as set forth in the Minimum Standard Tenant
Improvements when required in the Premises. The cost of replacement light bulbs,
tubes, lamps, and ballasts, plus the costs incurred by Landlord for such
replacement, shall be paid by Tenant as Additional Rent in accordance with
Landlord's then-current schedule of costs and assessments therefor.

                 c) Within the Common Facilities of the Building, Landlord shall
furnish in a manner consistent with the operation of a first class suburban
office building: (i) adequate electricity, (ii) hot and cold water, (iii)
lavatory supplies, (iv) automatically operated elevator service (with one (1)
elevator on call at all times), (v) normal and customary cleaning services (on a
five-day a week basis except for Building Holidays) after Business Hours, (vi)
heat and air conditioning (as specified in the Base Building Core and Shell
Specifications attached to the Work Letter), and (vii) Common Facilities
maintenance. Landlord shall provide janitorial service to the Premises in
accordance with the Janitorial Specifications attached hereto as Exhibit F, five
days per week except for Building Holidays, after Business Hours. The cost of
the services provided by Landlord pursuant to this subsection 12(c) shall be
included as part of Operating Expenses. Any additional services requested by
Tenant which are not provided to all the tenants of the Building shall be paid
by Tenant in accordance with invoices therefor as Additional Rent but shall not
be included as part of Operating Expenses.

                 d) Landlord shall not be liable for any damages to Tenant
resulting from the quality, quantity, failure, unavailability or disruption of
any services beyond the reasonable control of Landlord and the same shall not
constitute a termination of this Lease or an actual or constructive eviction or
entitle Tenant to an abatement of rent. Landlord shall not be responsible for
providing any services not specifically provided for in this Lease.
Notwithstanding the foregoing, in the event that (i) fifty percent (50%) or more
of the Premises becomes untenantable because Landlord (except due to Tenant's
negligence, gross negligence or willful misconduct or

                                      -17-
<PAGE>

other reasons beyond Landlord's reasonable control) fails to provide the
services described in Section 11 above or in this Section 12 and (ii) such
failure (a "Basic Service Failure") continues for a period of at least two (2)
consecutive days following notice of such Basic Service Failure from Tenant to
Landlord, then from the third (3rd) day until the Basic Service Failure is
restored, Tenant shall receive a pro rata abatement of Rent due under this Lease
for the Premises (or such portion thereof as shall be rendered untenantable).

        13. GOVERNMENTAL REGULATIONS.Landlord and Tenant shall comply with all
laws, ordinances, notices, orders, rules, regulations and requirements of all
federal, state and municipal government or any department, commission, board of
officer thereof, or of the National Board of Fire Underwriters or any other body
exercising similar functions, relating to the Premises or to the use or manner
of use of the Building. Tenant shall not knowingly do or commit, or suffer to be
done or committed anywhere in the Building, any act or thing contrary to any of
the laws, ordinances, regulations and requirements referred to in this Section.
Tenant shall give Landlord prompt written notice of any accident in the Premises
and of any breakage, defect or failure in any of the systems or equipment
servicing the Premises or any portion of the Premises. None of the foregoing
shall be interpreted so as to require that Tenant make any physical changes or
improvements to the Premises, all such physical changes or improvements to be
made by Landlord and the costs of which shall be included in the Operating
Expenses to be paid by Tenant in accordance with the terms of this Lease.

        14. SIGNS. Tenant shall permitted to place its identification on the
Building's lobby directory (up to four (4) lines) as well as the elevator lobby
directory on its floor. In addition, Landlord shall provide Tenant with an
allowance of $1,500.00 to be used in connection with the design, manufacture and
installation of a sign for its reception area. In the event Tenant occupies more
than one half of the rentable square feet of the Building, Tenant shall be
entitled to place a sign with its name and/or logo on the exterior of the
Building and Landlord agrees that it shall not place the name or logo of any of
Tenant's Competitors (as identified on Exhibit J hereto) on the exterior of the
Building unless one of such Competitors occupies more than sixty seven percent
of the rentable square feet of the Building in which event such Competitor shall
be permitted to place its name and/or logo on the exterior of the Building.
Except as provided above and except for signs which are located wholly within
the interior of the Premises and which are not visible from the exterior of the
Premises, Tenant shall not place, erect, maintain or paint any signs upon the
Premises or the Building. The design of all signs must be approved by Landlord
in writing and comply with all applicable governmental rules, regulating
ordinances or other statutes. Tenant shall be solely responsible for all costs
and expenses associated with the erection of any signs upon the Premises and
shall be obligated to obtain and provide to Landlord any and all necessary
permits prior to the placement or erection of such signs.

        15. ALTERATIONS, ADDITIONS AND FIXTURES.

                 a) Tenant shall have the right to install in the Premises any
trade fixtures; provided, however, that no such installation and no removal
thereof shall be permitted which affects any structural component or operating
system of the Building or Premises and that Tenant shall repair and restore any
damage or injury to the Premises or the Building caused by installation or
removal.

                                      -18-
<PAGE>

                 b) Tenant shall not make or permit to be made any alterations,
improvements or additions to the Premises or Building without on each occasion
first presenting plans and specifications to Landlord and obtaining Landlord's
prior written consent, which shall not be unreasonably withheld or delayed, but
may be conditioned upon compliance with reasonable requirements of Landlord as
provided in this Lease. In the event Landlord fails to either disapprove or to
approve a Tenant request to make an alteration, improvement or addition to the
Premises within fifteen (15) days following the receipt of Tenant's written
request, then Tenant may send a second (2nd) notice to Landlord which shall
contain a notice to Landlord that its continued failure to either disapprove or
to approve Tenant's request within ten (10) days following receipt of such
second notice shall be deemed an approval of such request. If Landlord consents
to any proposed alterations, improvements or additions, then Tenant at Tenant's
sole cost and expense, may make the proposed alterations, improvements and
additions provided that: (i) Tenant supplies any necessary permits; (ii) such
alterations and improvements do not, in Landlord's judgment, impair the
structural strength of the Building or any other improvements or reduce the
value of the Building or the Property and are at least equal in quality to the
Minimum Standard Tenant Improvements; (iii) Tenant takes or causes to be taken
all steps that are otherwise required by Section 16 of this Lease and that are
required or permitted by law in order to avoid the imposition of any mechanic's,
laborer's or materialman's lien upon the Premises, the Building or the Property;
(iv) Tenant uses a contractor reasonably approved by Landlord; (v) the occupants
of the Building and of any adjoining real estate owned by Landlord are not
unreasonably annoyed or disturbed by such work; (vi) the alterations,
improvements or additions shall be installed in accordance with the approved
plans and specifications and completed according to a construction schedule
reasonably acceptable to Landlord; and (vii) Tenant provides insurance of the
types and coverage amounts reasonably required by Landlord. Any and all
alterations, improvements and additions to the Premises which are constructed,
installed or otherwise made by Tenant shall be the property of Tenant until the
expiration or sooner termination of this Lease; at that time all such
alterations and additions shall remain on the Premises and become the property
of Landlord without payment by Landlord unless, at the time of Landlord's
approval of such alteration or addition, but not thereafter, Landlord advises
Tenant that upon the termination of this Lease Tenant will be required to remove
same, in which event Tenant will remove such alterations, improvements and
additions, and repair and restore any damage to the Building or the Premises
caused by the installation or removal. Tenant without Landlord's prior approval
and without the necessity of supplying Landlord with plans and specifications,
unless required by law, may paint or wall paper the Premises, install carpeting
or other flooring and otherwise make cosmetic changes and improvements to the
interior of the Premises provided the cost of such improvements do not exceed
the sum of Twenty Five Thousand Dollars ($25,000.00) in any given calendar year.
Notwithstanding anything to the contrary contained in this Lease, Landlord may
withhold its approval, where required, to any proposed alterations, additions or
improvements to the Premises in its absolute and sole discretion with respect to
any such alteration, addition or improvement which Landlord determines involves
any modification to the Building's exterior or impairment of its structural,
electrical, mechanical or plumbing systems, or any components thereof.

        16. MECHANIC'S LIENS. Tenant shall promptly pay any contractors and
materialmen who supply labor, work or materials to Tenant at the Premises or the
Building so as to minimize the possibility of a lien attaching to the Premises,
the Building or the Property. Tenant shall take all steps permitted by law in
order to avoid the imposition of any mechanic's, laborer's or

                                      -19-
<PAGE>

materialman's lien upon the Premises, the Building or the Property. Should any
such lien or notice of lien be filed for work performed for Tenant other than by
Landlord, Tenant shall cause such lien or notice of lien to be discharged of
record by payment, deposit, bond or otherwise within thirty (30) days after
Tenant's receipt of notice thereof, regardless of the validity of such lien or
claim. If Tenant shall fail to cause such lien or claim to be discharged and
removed from record within such thirty (30) day period, then, without obligation
to investigate the validity thereof and in addition to any other right or remedy
Landlord may have, Landlord may, but shall not be obligated to, contest the lien
or claim or discharge it by payment, deposit, bond or otherwise; and Landlord
shall be entitled to compel the prosecution of an action for the foreclosure of
such lien by the lienor and to pay the amount of the judgment in favor of the
lienor with interest and costs. Any amounts so paid by Landlord and all costs
and expenses including, without limitation, attorneys' fees incurred by Landlord
in connection therewith, together with Interest from the respective dates of
Landlord's making such payment or incurring such cost or expense, which shall
constitute Additional Rent payable under this Lease promptly upon demand
therefor. Nothing in this Lease is intended to authorize Tenant to do or cause
any work or labor to be done or any materials to be supplied for the account of
Landlord, all of the same to be solely for Tenant's account and at Tenant's risk
and expense. Further, notwithstanding anything to the contrary contained in this
Lease, nothing contained in or contemplated by this Lease shall be deemed or
construed in any way to constitute the consent or request by Landlord for the
performance of any work or services or the furnishing of any materials for which
any lien could be filed against the Premises, the Building or the Property or
any part of any thereof, nor as giving Tenant any right, power or authority to
contract or permit the performance of any work or services or the furnishing of
any materials within the meaning of 49 P.S. Sections 1101-1902, as amended, or
under the Contractor and Subcontractor Payment Act or any amendment thereof or
otherwise for which any lien could be filed against the Premises, the Building,
the Property or any part of any thereof. Throughout this Lease the term
"mechanic's lien" is used to include any lien, encumbrance or charge levied or
imposed upon the Premises, the Building or the Property or any interest therein
or income therefrom on account of any mechanic's, laborer's or materialman's
lien or arising out of any debt or liability to or any claim or demand of any
contractor, mechanic, supplier, materialman or laborer and shall include without
limitation any mechanic's notice of intention given to Landlord or Tenant, any
stop order given to Landlord or Tenant, any notice of refusal to pay naming
Landlord or Tenant and any injunctive or equitable action brought by any person
entitled to any mechanic's lien.

        17. LANDLORD'S RIGHT OF ENTRY.

                 a) Tenant shall permit Landlord and the authorized
representatives of Landlord and of any mortgagee or any prospective mortgagee to
enter the Premises at all reasonable times, with prior notice to Tenant, for the
purpose of (i) inspecting the Premises or (ii) making any necessary repairs to
the Premises or to the Building and performing any work therein. During the
progress of any work on the Premises or the Building, Landlord will attempt not
to inconvenience Tenant, but shall not be liable for inconvenience, annoyance,
disturbance, loss of business or other damage to Tenant by reason of making any
repair or by bringing or storing materials, supplies, tools and equipment in the
Premises during the performance of any work, and the obligations of Tenant under
this Lease shall not be thereby affected in any manner whatsoever.
Notwithstanding the foregoing and except in the event of an emergency, in the
event that (i) ten percent (10%) or more of the Premises becomes untenantable as
a result of the

                                      -20-
<PAGE>

exercise by Landlord of its rights under this subsection 17(a) (except due to
Tenant's negligence, gross negligence or willful misconduct) and such
untenantable conditions continue to exist for a period of at least two (2)
consecutive days following notice from Tenant to Landlord, then from the third
(3rd) day until such untenantable portion of the Premises is restored to
Tenant's full use and occupancy, Tenant shall receive a pro rata abatement of
Rent due under this Lease for the Premises (or such portion thereof as shall be
rendered untenantable).

                 b) Landlord shall have the right at all reasonable times, with
prior notice to Tenant, to enter and to exhibit the Premises for the purpose of
inspection or showing the Premises in connection with a sale or mortgage and,
during the last nine (9) months of the Term, to enter upon and to exhibit the
Premises to any prospective tenant.

                 c) If the Premises are vacated or abandoned by Tenant, Landlord
shall be permitted to show the Premises at any time and to prepare the Premises
for re-occupancy.

        18. DAMAGE BY FIRE OR OTHER CASUALTY.

                 a) If the Premises or Building is damaged or destroyed by fire
or other casualty, Tenant shall promptly notify Landlord whereupon Landlord
shall, subject to the consent of Landlord's present or future mortgagee and to
the conditions set forth in this Section 18, repair, rebuild or replace such
damage and restore the Premises to substantially the same condition as the
Premises were in immediately prior to such damage or destruction; provided,
however, that Landlord shall only be obligated to restore such damage or
destruction to the extent of the proceeds of fire and other extended coverage
insurance policies. Notwithstanding the foregoing, if the Premises is destroyed
or damaged to the extent that in the judgment of Landlord's architect (which
architect shall be reasonably acceptable to Tenant) the Premises cannot be
repaired or restored within one hundred eighty (180) days after such casualty,
Landlord or Tenant may terminate this Lease by written notice to the other
within ninety (90) days after the date of such casualty. Landlord shall provide
Tenant with the architect's estimate of the time required to repair and restore
any such damage within sixty (60) days following the date of such casualty.
Moreover, in the event such fire or other casualty occurs during the last one
(1) year of the Term and the Premises are made untenantable thereby and will
require more than one (1) month to repair in the judgment of Landlord's
architect (which architect shall be reasonably acceptable to Tenant), Tenant may
terminate this Lease upon five (5) days written notice to Landlord after the
date of such fire or other casualty.

                 b) The repair, rebuilding or replacement work shall be
commenced promptly and completed with due diligence, taking into account the
time required by Landlord to effect a settlement with, and procure insurance
proceeds from, the insurer, and for delays beyond Landlord's reasonable control.

                 c) The net amount of any insurance proceeds recovered by reason
of the damage or destruction of the Building (meaning the gross insurance
proceeds excluding proceeds received pursuant to a rental coverage endorsement
and the cost of adjusting the insurance claim and collecting the insurance
proceeds) shall be applied towards the cost of restoration. Notwithstanding
anything to the contrary in this Lease, if in the judgment of Landlord's
architect (which architect shall be reasonably acceptable to Tenant) the net
insurance proceeds plus the

                                      -21-
<PAGE>

amount of any of Landlord's deductibles payable in connection therewith will not
be adequate to complete such restoration, Landlord shall have the right to
terminate this Lease and all the unaccrued obligations of the parties hereto by
sending a written notice of such termination to Tenant specifying a termination
date no less than thirty (30) days after its transmission; provided, however,
that Tenant may require Landlord, except during the last two (2) years of the
Term, to withdraw the notice of termination by agreeing to pay the cost of
restoration in excess of the net insurance proceeds and by giving Landlord
adequate security for such payment prior to the termination date specified in
Landlord's notice of termination. If the net insurance proceeds are more than
adequate, the amount by which the net insurance proceeds exceed the cost of
restoration will be retained by Landlord or applied to repayment of any mortgage
secured by the Building.

                 d) Landlord's obligation or election to restore the Premises
under this Section or to terminate this Lease shall be subject to the terms of
any present or future mortgage affecting the Premises and to the mortgagee's
consent if required in the mortgage and shall not, in any event, include the
repair, restoration or replacement of the fixtures, improvements, alterations,
furniture or any other property owned, installed, made by, or in the possession
of Tenant.

                 e) If Tenant is not reasonably able to conduct its normal
business operations in the Premises and in fact ceases such operations, due to
fire or other casualty, Tenant will receive an abatement of all rent obligations
during the period Tenant is dispossessed and not able to conduct its business in
the ordinary course.

                 f) If neither Landlord nor Tenant terminates this Lease as
provided above in Section 18(a) and Landlord undertakes the necessary repairs or
restoration but fails to substantially complete same within sixty (60) days
after the first date Landlord advises Tenant that same will be substantially
completed, Tenant upon fifteen (15) days prior written notice may terminate this
Lease so long as during such fifteen (15) day period, Landlord does not
substantially complete such repairs or restoration.

        19. NON-ABATEMENT OF RENT. Except as otherwise expressly provided in
this Lease there shall be no abatement or reduction of the Fixed Basic Rent,
Additional Rent or other sums payable under this Lease for any cause whatsoever
and this Lease shall not terminate, nor shall Tenant be entitled to surrender
the Premises, in the event of fire, casualty or condemnation or any default by
Landlord under this Lease.

        20. INDEMNIFICATION.

                 a) Except to the extent that such loss, costs or damages were
caused by negligence or misconduct of Landlord, its employees, agents,
contractors or invitees and subject to the provisions of subsection 10(c) above,
Tenant hereby agrees to indemnify, defend and hold the Landlord and its
employees, agents and contractors harmless from any loss, costs and damages
(including reasonable attorney's fees and costs) suffered by Landlord, its
agents, employees or contractors, as a result of (i) any claim by a third party,
its agents, employees or contractors arising from Tenant's use or occupancy of
the Premises and (ii) any breach of any representations and warranties made by
Tenant hereunder. Tenant shall have the right to

                                      -22-
<PAGE>

designate counsel acceptable to Landlord, such approval not to be unreasonably
withheld, to assume the defense of any such third party claim on behalf of
itself and Landlord. Landlord shall not have the right to settle any claim
without the consent of Tenant. This indemnity shall survive the expiration of
the Term or earlier termination of this Lease.

                 b) Except to the extent that such loss, costs or damages were
caused by negligence or misconduct of Tenant, its employees, agents, contractors
or invitees and subject to the provisions of subsection 10(c) above, Landlord
hereby agrees to indemnify, defend and hold the Tenant and its employees, agents
and contractors harmless from any loss, costs and damages (including reasonable
attorney's fees and costs) suffered by Tenant, its agents, employees or
contractors, as a result of (i) any claim by a third party, its agents,
employees or contractors arising from Landlord's ownership and operation of the
Building and (ii) any breach of any representations and warranties made by
Landlord hereunder. Landlord shall have the right to designate counsel
acceptable to Tenant, such approval not to be unreasonably withheld, to assume
the defense of any such third party claim on behalf of itself and Tenant. Tenant
shall not have the right to settle any claim without the consent of Landlord.
This indemnity shall survive the expiration of the Term or earlier termination
of this Lease.

        21. CONDEMNATION.

                 a) TERMINATION. If (i) all of the Premises are covered by a
condemnation; or (ii) any of the Premises is covered by a condemnation and the
remaining part is insufficient for the reasonable operation therein of Tenant's
business or there is no reasonable access to the Premises; (iii) subject to the
provisions of Subsection 21(b)(i) hereof, any of the Property is covered by a
condemnation and, in Landlord's sole opinion, it would be impractical or the
condemnation proceeds are insufficient to restore the remainder of the Property
or (iv) any of the Property is taken and the number of parking spaces at the
Property (or which can be constructed at the Property within ninety (90) days
following the taking) is less than three spaces for every one thousand rentable
square feet of space within the Property or such greater number as may be
currently required by applicable law; then, in any such event, this Lease shall
terminate and all obligations under this Lease shall cease (except for those
specifically set forth in the Lease as surviving the expiration of the Term or
earlier termination of this Lease) as of the date upon which possession is taken
by the condemnor. Upon such termination the Fixed Basic Rent and all Additional
Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord
to that date and all such rent prepaid for periods beyond that date shall
forthwith be repaid by Landlord to Tenant.

                 b) PARTIAL CONDEMNATION.

                          (i) If there is a partial condemnation and Landlord
decides to terminate pursuant to Subsection 21(a)(iii) hereof, then Tenant may
require Landlord, except during the last two (2) years of the Term, to withdraw
its notice of termination by: [A] giving Landlord written notice thereof within
ten (10) days from transmission of Landlord's notice to Tenant of Landlord's
intention to terminate, [B] agreeing to pay the cost of restoration in excess of
the condemnation proceeds reduced by those sums expended by Landlord in
collecting the condemnation proceeds, and [C] giving Landlord adequate security
for such payment within such ten (10) day period.

                                      -23-
<PAGE>

                          (ii) If there is a partial condemnation and this Lease
has not been terminated pursuant to subsection (a) hereof, Landlord shall
restore the Building and the improvements which are part of the Premises to a
condition and size as nearly comparable as reasonably possible to the condition
and size thereof immediately prior to the date upon which possession shall have
been taken by the condemnor and shall likewise cause the Project (including the
parking facilities) to be restored to a condition as nearly comparable as
reasonably possible to the condition thereof immediately prior to the date upon
which possession shall have been taken by the condemnor; provided, however, that
Landlord shall only be obligated to restore such damage from condemnation to the
extent possible with the award damage. If the condemnation proceeds are more
than adequate to cover the cost of restoration and the Landlord's expenses in
collecting the condemnation proceeds, any excess proceeds shall be retained by
Landlord or applied to repayment of any mortgage secured by the Building.

                          (iii) If there is a partial condemnation and this
Lease has not been terminated by the date upon which the condemnor obtains
possession, the obligations of Landlord and Tenant under this Lease shall be
unaffected by such condemnation except that there shall be an equitable
abatement for the balance of the Term of the Fixed Basic Rent according to the
value of the Premises before and after the date upon which the condemnor takes
possession. In the event that the parties are unable to agree upon the amount of
such abatement, either party may submit the issue to arbitration.

                 c) AWARD. In the event of a condemnation affecting Tenant,
Tenant shall have the right to make a claim against the condemnor for removal
expenses and moving expenses, loss of business and any other claims Tenant may
have; provided and to the extent, however, that such claims or payments do not
reduce the sums otherwise payable by the condemnor to Landlord. Except as
aforesaid, Tenant hereby waives all claims against Landlord and against the
condemnor, and Tenant hereby assigns to Landlord all claims against the
condemnor including, without limitation, all claims for leasehold damages and
diminution in value of Tenant's leasehold interest.

        22. QUIET ENJOYMENT. Tenant, upon paying the Fixed Basic Rent,
Additional Rent and other charges herein required and observing and keeping all
covenants, agreements and conditions of this Lease, shall quietly have and enjoy
the Premises during the Term without hindrance or molestation by anyone claiming
by or through Landlord, subject, however, to the exceptions, reservations and
conditions of this Lease, the Declaration, the Protective Covenants and any
mortgage to which this Lease shall be subordinate.

        23. RULES AND REGULATIONS. The Landlord hereby reserves the right to
prescribe, from time to time, at its sole discretion, reasonable rules and
regulations (herein called the "Rules and Regulations") attached hereto as
Exhibit G governing the use and enjoyment of the Premises, the Building and the
remainder of the Property. The Rules and Regulations shall not interfere with
the Tenant's use and enjoyment of the Premises in accordance with the provisions
of this Lease for the Permitted Use and shall not increase or modify Tenant's
obligations under this Lease. In the event of a conflict between the Lease and
such rules and regulations, the Lease shall control. The Tenant shall comply at
all times with the Rules and Regulations and shall cause its agents, employees,
invitees, visitors, and guests to do so. Landlord shall not be responsible to
Tenant for non-observance or violation of any of the Rules and Regulations by
any tenant of the Building

                                      -24-
<PAGE>

however Landlord shall enforce the Rules and Regulations in a reasonable and
non-discriminatory manner.

        24. ASSIGNMENT AND SUBLEASE.

                 a) In the event Tenant desires to assign this Lease or
sublease all or part of the Premises to any other party, Tenant shall provide
written notice of the terms and conditions of such assignment or sublease to
Landlord prior to the effective date of any such sublease or assignment, and,
prior to such effective date, except as hereinafter provided, the Landlord shall
have the option, exercisable by written notice to Tenant within ten (10) days of
Landlord's receipt of written notice from Tenant, to recapture (in the case of
subletting) that portion of the Premises to be sublet or all of the Premises (in
the case of an assignment) ("Recapture Space") for Landlord's own use, whereupon
Tenant shall be fully released from any and all obligations hereunder with
respect to the Recapture Space.

                 b) In the event that the Landlord elects not to recapture the
Lease as hereinabove provided, the Tenant may assign this Lease or sublet the
whole or any portion of the Premises, subject to the Landlord's prior written
consent, not to be unreasonably withheld, conditioned or delayed, on the basis
of the following terms and conditions:

                          (i)  The Tenant shall provide to the Landlord the
following:

                                  (1) The name and address and address of the
proposed assignee or subtenant;

                                  (2) All the terms and conditions of the
assignment or subletting;

                                  (3) The nature and character of the business
of the proposed assignee or subtenant;

                                  (4) Banking, financial and other credit
information relating to the proposed assignee or subtenant reasonably sufficient
to enable Landlord to determine the proposed assignee's or sublessee's financial
responsibility; and

                                  (5) In the event of a subleasing of only a
portion of the Premises, plans and specifications for tenant's layout,
partitioning, and electrical installations for the portion of the Premises to be
subleased.

                          (ii) Tenant shall not be permitted to assign or
sublet to the following:

                                  (1) To a government or quasi-government
agency;

                                  (2) To an entity whose financial or business
character is not reasonably consistent with the other tenants in the Building
or at the Project;

                                  (3) To an existing tenant of the Building or
the Project, and such tenant has expansion options in its lease;

                                      -25-
<PAGE>

                                  (4) To a Tenant of any other Building owned
by an affiliate of Landlord located within three (3) miles of the Building;

                                  (5) For a rental rate more than twenty five
percent (25%) less than that which Tenant is paying, when the Building, or other
buildings at the Project are less than 85% leased; and

                                  (6) To a tenant or prospect with whom Landlord
currently is negotiating for space in the Building or at the Project and for
whom Landlord has prepared a preliminary space plan and has tendered a written
proposal.

                          (iii) The assignee or subtenant shall assume, by
written instrument, all of the obligations of the Tenant thereafter arising as
provided by this Lease, and a copy of such assumption agreement shall be
furnished to the Landlord within ten (10) days of its execution, provided,
however, any such subtenants shall only be obligated to assume Tenant's
obligations arising under this Lease with respect to the portion of the Premises
sublet. Any sublease shall expressly acknowledge that said subtenant's rights
against Landlord shall be no greater than those of Tenant. In addition, any
request by Tenant for Landlord's consent to an assignment or sublease shall not
include any option or right of expansion, renewal, first refusal, or any other
right or option with respect to the Premises, any other portion of the Building
or for any period of time beyond the original Term, Tenant hereby acknowledging
that such rights and options, if any, are personal to Tenant.

                          (iv) The Tenant and each assignee shall be and remain
liable for the observance of all the covenants and provisions of this Lease,
including, but not limited to, the payment of Fixed Basic Rent and Additional
Rent reserved herein, through the entire Term, as the same may be renewed,
extended or otherwise modified.

                          (v) The Tenant and any assignee or subtenant, as
applicable, shall promptly pay to Landlord one half (1/2) of the net profit
received from such subleasinG or assignment. Net profit will be calculated after
deducting the Tenant's direct costs of implementing the assignment or sublet.

                          (vi) In any event, the acceptance by the Landlord of
any rent from the assignee or from any of the subtenants or the failure of the
Landlord to insist upon a strict performance of any of the terms, conditions and
covenants herein shall not release the Tenant herein, nor any assignee or
subtenant, from any and all of the obligations to be performed by it in
accordance herewith during and for the entire Term.

                          (vii) Tenant shall pay to Landlord the sum of One
Thousand Five Hundred Dollars ($1,500.00) to cover its handling charges for each
request for consent to any sublet or assignment prior to its consideration of
the same. Tenant acknowledges that its sole remedy with respect to any assertion
that Landlord's failure to consent to any sublet or assignment is unreasonable
shall be the remedy of specific performance and Tenant shall have no other claim
or cause of action against Landlord as a result of Landlord's actions in
refusing to consent thereto.

                                      -26-
<PAGE>

                 c) If Tenant is a corporation other than a corporation whose
stock is listed and traded on a nationally recognized stock exchange or
securities exchange, the provisions of subsection (a) hereof shall apply to a
transfer (however accomplished, whether in a single transaction or in a series
of related or unrelated transactions) of stock (or any other mechanism such as,
by way of example, the issuance of additional stock, a stock voting agreement or
change in class(es) of stock) which results in a change of control of Tenant as
if such transfer of stock (or other mechanism) which results in a change of
control of Tenant were an assignment of this Lease, and if Tenant is a
partnership or joint venture, said provisions shall apply with respect to a
transfer (by one or more transfers) of an interest in the distributions of
profits and losses of such partnership or joint venture (or other mechanism,
such as, by way of example, the creation of additional general partnership or
limited partnership interests) which results in a change of control of such a
partnership or joint venture, as if such transfer of an interest in the
distributions of profits and losses of such partnership or joint venture which
results in a change of control of such partnership or joint venture were an
assignment of this Lease; but said provisions shall not apply to transactions
with a corporation or other entity into or with which Tenant is merged or
consolidated or to which all or substantially all of Tenant's assets are
transferred or to any corporation or other entity which controls or is
controlled by Tenant or is under common control with Tenant, provided that in
the event of such merger, consolidation or transfer of all or substantially all
of Tenant's assets (i) the successor to Tenant has a net worth computed in
accordance with generally accepted accounting principles at least equal to the
greater of (1) the net worth of Tenant immediately prior to such merger,
consolidation or transfer, or (2) the net worth of Tenant herein named on the
date of this Lease, and (ii) proof reasonably satisfactory to Landlord of such
net worth shall have been delivered to Landlord at least ten (10) days prior to
the effective date of any such transaction.

                 d) Nothing in this Lease shall limit or prohibit any public
offering or subsequent trading of Tenant's stock on any recognized securities
exchange or market or the distribution of Tenant's stock to shareholders of
Thermo Electron, or any change in stock ownership or control resulting
therefrom.

                 e) In the event that any or all of Tenant's interest in the
Premises and/or this Lease is transferred by operation of law to any trustee,
receiver, or other representative or agent of Tenant in a bankruptcy or
insolvency proceeding, or to Tenant as a debtor in possession, and subsequently
any or all of Tenant's interest in the Premises and/or this Lease is offered or
to be offered by Tenant or any trustee, receiver, or other representative or
agent of Tenant as to its estate or property (such person, firm or entity being
hereinafter referred to as the "Grantor", for assignment, conveyance, lease, or
other disposition to a person, firm or entity other than Landlord (each such
transaction being hereinafter referred to as a "Disposition"), it is agreed that
Landlord has and shall have a right of first refusal to purchase, take, or
otherwise acquire, the same upon the same terms and conditions as the Grantor
thereof shall accept upon such Disposition to such other person, firm, or
entity; and as to each such Disposition the Grantor shall give written notice to
Landlord in reasonable detail of all of the terms and conditions of such
Disposition within twenty (20) days next following its determination to accept
the same but prior to accepting the same, and Grantor shall not make the
Disposition until and unless Landlord has failed or refused to accept such right
of first refusal as to the Disposition, as set forth herein. Landlord shall have
sixty (60) days next following its receipt of the written notice as to such
Disposition in which to exercise the option to acquire Tenant's interest by such
Disposition, and

                                      -27-
<PAGE>

the exercise of the option by Landlord shall be effected by notice to that
effect sent to the Grantor; but nothing herein shall require Landlord to accept
a particular Disposition or any Disposition, nor does the rejection of any one
such offer of first refusal constitute a waiver or release of the obligation of
the Grantor to submit other offers hereunder to Landlord. In the event Landlord
accept such offer of first refusal, the transaction shall be consummated
pursuant to the terms and conditions of the Disposition described in the notice
to Landlord. In the event Landlord rejects such offer of first refusal, Grantor
may consummate the Disposition with such other person, firm, or entity; but any
decrease in price of more than two percent (2%) of the price sought from
Landlord or any change in the terms of payment for such Disposition shall
constitute a new transaction requiring a further option of first refusal to be
given to Landlord hereunder.

                 f) Without limiting any of the provisions of this Section 24,
if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"),
or any similar law hereafter enacted having the same general purpose, Tenant is
permitted to assign this Lease notwithstanding the restrictions contained in
this Lease, adequate assurance of future performance by an assignee expressly
permitted under such Code shall be deemed to mean the deposit of cash security
in an amount equal to the sum of six (6) months' Fixed Basic Rent plus an amount
equal to the Additional Rent for the calendar year preceding the year in which
such assignment is intended to become effective, which deposit shall be held by
Landlord for the balance of the Term, without interest, as security for the full
performance of all of Tenant's obligations under this Lease, to be held and
applied in the manner specified for any security deposit required hereunder.

                 g) Except as specifically set forth above or elsewhere in this
Lease, no portion of the Premises or of Tenant's interest in this Lease may be
acquired by any other person or entity, whether by assignment, mortgage,
sublease, transfer, operation of law or act of the Tenant, nor shall Tenant
pledge its interest in this Lease or in any security deposit required hereunder.

                 h) In the event Tenant desires to assign its lease or sublet
any portion of the Premises, Tenant shall cause any and all advertisements or
notices of availability to be delivered to Landlord for Landlord's approval
prior to releasing or publishing same.

        25. [Intentionally Omitted]

        26. SUBORDINATION. This Lease and Tenant's rights under this Lease
shall be subject and subordinate at all times in lien and priority to any first
mortgage or other primary encumbrance now or hereafter placed upon or affecting
the Building or the Premises, and to any second mortgage or encumbrance with the
consent of the first mortgagee, and to all renewals, modifications,
consolidations and extensions thereof, without the necessity of any further
instrument or act on the part of Tenant, provided however, that any holder of
such lien or mortgage agrees not to disturb the use and occupancy of the
Premises in accordance with the terms of this Lease upon any foreclosure or deed
in lieu thereof. Tenant shall execute and deliver upon demand any further
instrument or instruments confirming the subordination of this Lease to the lien
of any such first mortgage or to the lien of any other mortgage, if requested to
do so by Landlord with the consent of the first mortgagee, and any further
instrument or instruments of attornment that may be desired by any such
mortgagee or Landlord, provided, however, that any holder of such lien or
mortgage agrees not to disturb the use and occupancy of

                                      -28-
<PAGE>

the Premises in accordance with the terms of this Lease upon any foreclosure.
Notwithstanding the foregoing, any mortgagee may at any time subordinate its
mortgage to this Lease, without Tenant's consent, by giving notice in writing to
Tenant and thereupon this Lease shall be deemed prior to such mortgage without
regard to their respective dates of execution and delivery. In that event such
mortgagee shall have the same rights with respect to this Lease as though this
Lease had been executed prior to the execution and delivery of the mortgage and
had been assigned to such mortgagee. Landlord shall use its reasonable efforts
to obtain a subordination, non-disturbance and attornment agreement in a form
reasonably acceptable to Tenant and the applicable lender(s) from its current
and future mortgage lender(s).

        27. CURING TENANT'S DEFAULTS. If Tenant defaults in the performance of
any of its obligations under this Lease, Landlord may, without any obligation to
do so and in addition to any other rights it may have in law or equity, elect to
cure such default on behalf of Tenant after written notice (except in the case
of emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any
reasonable sums paid or costs incurred by Landlord in curing such default,
including Interest thereon from the respective dates of Landlord's making the
payments and incurring such costs, which sums and costs together with interest
thereon shall be deemed Additional Rent payable within ten (10) days of demand.

        28. SURRENDER.

                 a) At the expiration of the Term or earlier termination of this
Lease, Tenant shall promptly yield up the Premises and all improvements,
alterations and additions thereto, and all fixtures and equipment servicing the
Premises in a condition which is clean of garbage and debris and broom clean and
in the same condition, order and repair in which they are required to be kept
throughout the Term, ordinary wear and tear, fire, casualty, condemnation and
Landlord's obligations alone excepted.

                 b) If Tenant, or any person claiming through Tenant, continues
to occupy the Premises after the expiration of the Term or earlier termination
of this Lease or any renewal thereof without prior written consent of Landlord,
the tenancy under this Lease shall become month-to-month terminable by Landlord
on thirty (30) days prior notice, under the same terms and conditions set forth
in this Lease; (ii) the Fixed Basic Rent during such continued occupancy shall
be one hundred fifty percent (150%) of the amount set forth in Section 6; and
(iii) Tenant shall indemnify Landlord for any loss or damage incurred by reason
of Tenant's failure to surrender the Premises. Anything to the contrary
notwithstanding, any holding over by Tenant without Landlord's prior written
consent shall constitute an event of default under this Lease and shall be
subject to all the remedies set forth in Subsection 29(b) of this Lease.

        29. DEFAULTS-REMEDIES.

                 a) DEFAULTS. It shall be an event of default under this Lease
if any one or more of the following events occurs:

                          (i) Tenant fails to pay in full, when due and without
demand, any and all installments of Fixed Basic Rent or Additional Rent or any
other charges or payments due and

                                      -29-
<PAGE>

payable under this Lease whether or not herein included as rent and such rent
remains unpaid for more than ten (10) days next following notice of the
delinquency.

                          (ii) Tenant violates or fails to perform or otherwise
breaches any agreement, term, covenant or condition contained in this Lease and
such violation or failure remains uncured for more than twenty (20) days next
following notice of such violation or failure unless such violation or failure
is reasonably expected to take longer than twenty (20) days to cure and Tenant
has commenced such cure and is diligently pursuing same to completion.

                          (iii) Tenant abandons the Premises without notice.

                          (iv) Tenant becomes insolvent or bankrupt in any
sense or makes an assignment for the benefit of creditors or if a petition in
bankruptcy or for reorganization or for an arrangement with creditors under any
federal or state law is filed by or against Tenant, or a bill in equity or other
proceeding for the appointment of a receiver or similar official for any of
Tenant's assets is commenced, or if any of the real or personal property of
Tenant shall be levied upon by any sheriff, marshal or constable; provided,
however, that any proceeding brought by anyone other than the parties to this
Lease under any bankruptcy, reorganization arrangement, insolvency,
readjustment, receivership or similar law shall not constitute an event of
default until such proceeding, decree, judgment or order has continued unstayed
for more than sixty (60) consecutive days.

                 b) REMEDIES. Upon the occurrence of an event of default under
this Lease, Landlord shall have all of the following rights:

                          (i) Landlord may charge a late payment charge of five
(5%) percent of any amount owed to Landlord pursuant to this Lease which is not
paid within ten (10) days of the due date which is set forth in the Lease or, if
a due date is not specified in this Lease, within thirty (30) days of the
mailing of a bill therefor by Landlord. If Landlord incurs a late charge in
connection with any payment which Tenant has failed to make within the times
required in this Lease, Tenant shall pay Landlord, in addition to such payment
due, the full amount of such late charge incurred by Landlord. Nothing in this
Lease shall be construed as waiving any rights of Landlord arising out of any
default of Tenant, by reason of Landlord's imposing or accepting any such late
charge(s) and/or interest; the right to collect such late charge(s) and/or
interest is separate and apart from any rights relating to remedies of Landlord
after default by Tenant including, without limitation, the rights and remedies
of Landlord provided herein.

                          (ii) Landlord may accelerate the whole or any part of
the Fixed Basic Rent and all Additional Rent for the entire unexpired balance of
the Term, as well as all other charges, payments, costs and expenses herein
agreed to be paid by Tenant, and any Fixed Basic Rent or other charges,
payments, costs and expenses so accelerated shall, in addition to any and all
installments of rent already due and payable and in arrears and any other charge
or payment herein reserved, included or agreed to be treated or collected as
rent and any other charge, expense or cost herein agreed to be paid by Tenant
which may be due and payable and in arrears, be deemed due and payable as if, by
the terms and provisions of this Lease, such accelerated rent and other charges,
payments, costs and expenses were on that date payable in advance. All such

                                      -30-
<PAGE>

accelerated amounts shall be discounted to the present value thereof as of the
date of payment using a discount factor equal to the Prime Rate minus two
percent (2%).

                          (iii) Landlord may re-enter the Premises and, at the
option of Landlord, remove all persons and all or any property therefrom, either
by summary dispossess proceedings or by any suitable action or proceeding at law
or by force or otherwise, without being liable for prosecution or damages
therefor, and Landlord may repossess and enjoy the Premises. Upon recovering
possession of the Premises by reason of or based upon or arising out of a
default on the part of Tenant, Landlord may, at Landlord's option, either
terminate this Lease or make such alterations and repairs as may be necessary in
order to relet the Premises and may relet the Premises or any part or parts
thereof, either in Landlord's name or otherwise, for a term or terms which may,
at Landlord's option, be less than or exceed the period which would otherwise
have constituted the balance of the Term and at such rent or rents and upon such
other terms and conditions as in Landlord's sole discretion may seem advisable
and to such person or persons as may in Landlord's discretion seem best; upon
each such reletting all rents received by Landlord from such reletting shall be
applied as follows: first, to the payment of any reasonable costs and expenses
of such reletting, including all costs of alterations and repairs; second, to
the payment of any indebtedness other than Fixed Basic Rent, Additional Rent or
other charges due hereunder from Tenant to Landlord; third, to the payment of
Fixed Basic Rent, Additional Rent and other charges due and unpaid hereunder;
and the residue, if any, shall be held by Landlord and applied in payment of
future rent as it may become due and payable hereunder. If rentals received from
reletting during any month are less than that to be paid during that month by
Tenant, Tenant shall pay any such deficiency to Landlord. Such deficiency shall
be calculated and paid monthly. No such re-entry or taking possession of the
Premises or the making of alterations or improvements thereto or the reletting
thereof shall be construed as an election on the part of Landlord to terminate
this Lease unless written notice of termination is given to Tenant. Landlord
shall in no event be liable in any way whatsoever for failure to relet the
Premises or, in the event that the Premises or any part or parts thereof are
relet, for failure to collect the rent thereof under such reletting.
Notwithstanding any such reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for such previous breach.

                          (iv) Landlord may terminate this Lease and the Term
without any right on the part of Tenant to waive the forfeiture by payment of
any sum due or by other performance of any condition, term or covenant broken.

                          (v) CONFESSION OF JUDGMENT FOR POSSESSION. UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT OR UPON THE EXPIRATION OR TERMINATION OF THE
TERM OF THIS LEASE, FOR THE PURPOSE OF OBTAINING POSSESSION OF THE PREMISES,
TENANT HEREBY AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY
COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY
FOR TENANT AND ALL PERSONS CLAIMING UNDER OR THROUGH TENANT, TO APPEAR FOR AND
CONFESS JUDGMENT AGAINST TENANT FOR POSSESSION OF THE PREMISES, AND AGAINST ALL
PERSONS CLAIMING UNDER OR THROUGH TENANT, IN FAVOR OF LANDLORD, FOR RECOVERY BY
LANDLORD OF POSSESSION THEREOF, FOR WHICH THIS AGREEMENT OR A COPY HEREOF
VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON

                                      -31-
<PAGE>

A WRIT OF POSSESSION MAY IMMEDIATELY ISSUE FOR POSSESSION OF THE PREMISES,
WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT ANY STAY OF
EXECUTION. IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED THE SAME SHALL
BE TERMINATED AND THE POSSESSION OF THE PREMISES REMAINS IN OR IS RESTORED TO
TENANT, LANDLORD SHALL HAVE THE RIGHT UPON THE OCCURRENCE OF ANY SUBSEQUENT
EVENT OF DEFAULT TO CONFESS JUDGMENT IN ONE OR MORE FURTHER ACTIONS IN THE
MANNER AND FORM SET FORTH ABOVE TO RECOVER POSSESSION OF SAID PREMISES FOR SUCH
SUBSEQUENT DEFAULT. TENANT WAIVES ALL ERRORS IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT. NO SUCH TERMINATION OF THIS LEASE, NOR TAKING, NOR
RECOVERING POSSESSION OF THE PREMISES SHALL DEPRIVE LANDLORD OF ANY REMEDIES OR
ACTION AGAINST TENANT FOR FIXED BASIC RENT, ADDITIONAL RENT OR FOR OTHER SUMS
DUE HEREUNDER OR FOR DAMAGES DUE OR TO BECOME DUE FOR THE BREACH OF ANY
CONDITION OR COVENANT HEREIN CONTAINED, NOR SHALL THE BRINGING OF ANY SUCH
ACTION FOR RENT AND/OR OTHER SUMS DUE HEREUNDER, OR BREACH OF COVENANT OR
CONDITION NOR THE RESORT TO ANY OTHER REMEDY HEREIN PROVIDED FOR THE RECOVERY OF
RENT AND/OR OTHER SUMS DUE HEREUNDER OR DAMAGES FOR SUCH BREACH BE CONSTRUED AS
A WAIVER OF THE RIGHT TO INSIST UPON THE FORFEITURE AND TO OBTAIN POSSESSION IN
THE MANNER HEREIN PROVIDED.

                  c) WAIVER OF JURY TRIAL. IT IS MUTUALLY AGREED BY AND BETWEEN
LANDLORD AND TENANT THAT (A) THEY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTER-CLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OF OCCUPANCY OF THE
PREMISES OR CLAIM OF INJURY OR DAMAGE, AND (B) IN ANY ACTION ARISING HEREUNDER,
THE LEGAL FEES OF THE PREVAILING PARTY WILL BE PAID BY THE OTHER PARTY TO THE
ACTION.

                 d) NON-WAIVER. No waiver by Landlord of any breach by Tenant
of any of Tenant's obligations, agreements or covenants herein shall be a waiver
of any subsequent breach or of any other obligation, agreement or covenant, nor
shall any forbearance by Landlord to seek a remedy for any event of default by
Tenant be a waiver by Landlord of any rights and remedies with respect to such
or any subsequent event of default.

                 e) RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to Landlord is intended to be exclusive of any other
right or remedy provided herein or by law, but each shall be cumulative and in
addition to every other right or remedy given herein or now or hereafter
existing at law or in equity or by statute.

                 f) DUTY TO MITIGATE. Landlord shall be required to use
commercially reasonable efforts to relet the Premises only if and when Tenant
vacates the Premises in the condition required under Section 28 above and
notifies Landlord in writing of such vacation, provided,

                                      -32-
<PAGE>

however, that Landlord shall not be required in any event to solicit prospective
tenants for the Premises during any time period when Landlord or its affiliates
shall have similar space in the vicinity of the Premises available to lease. In
any event, Landlord shall not be liable for any failure to relet the Premises or
any part thereof, or for any failure to collect any rent due upon a reletting.

         30. CONDITION OF PREMISES. Subject to Landlord Substantially Completing
the Landlord's Work in compliance with this Lease, the completion of the
punchlist prepared in accordance with the Work Letter and Landlord's continuing
obligations under this Lease, Tenant's occupancy of the Premises shall
constitute acceptance of the work performed by Landlord pursuant to Section 3.

        31. HAZARDOUS SUBSTANCES.

                 a) Tenant shall not cause or allow the generation, treatment,
storage or disposal of Hazardous Substances on or near the Premises, the
Building or the Property. "Hazardous Substances" shall mean (i) any hazardous
substance as that term is now or hereafter defined in the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
9601 ET SEQ., as amended, (ii) any hazardous waste or hazardous substance as
those terms are now or hereafter defined in any local, state or Federal law,
regulation or ordinance not inapplicable to the Premises and Property, or (iii)
petroleum including crude oil or any fraction thereof. In the event Tenant uses
any Hazardous Substances, Tenant shall dispose of such substances in accordance
with all applicable Federal, state and local laws, regulations and ordinances.

                 b) Tenant agrees to indemnify, defend and hold harmless the
Landlord, its employees, agents, successors, and assigns, from and against any
and all damage, claim, liability, or loss, including reasonable attorneys' and
other fees, arising out of or in any way connected to the generation, treatment,
storage or disposal of Hazardous Substances by Tenant, its employees, agents,
contractors, or invitees, on or near the Premises or Property. Such duty of
indemnification shall include, but not be limited to damage, liability, or loss
pursuant to all Federal, state and local environmental laws, rules and
ordinances, strict liability and common law.

                 c) Tenant agrees to notify Landlord immediately of any disposal
of Hazardous Substances in the Premises or Property, of any discovery of
Hazardous Substances in the Premises or the Property, or of any notice by a
governmental authority or private party alleging or suggesting that a disposal
of Hazardous Substances on or near the Premises or Property may have occurred.
Furthermore, Tenant shall provide the Landlord with full and complete access to
any documents or information in its possession or control relevant to the
question of the generation, treatment, storage, or disposal of Hazardous
Substances on or near the Premises or the Property.

                 d) Landlord represents and warrants that, to the best of its
knowledge, except as disclosed in Environmental Reports (as defined below),
there are no Hazardous Substances in, under or about the Building or Property,
which require response, removal or remediation under any applicable law and that
there exist no violations of any laws, rules or regulations applicable

                                      -33-
<PAGE>

thereto. The term Environmental Reports shall mean the following: (i) Phase I
Environmental Site Assessment of 227 Washington Street, Conshohocken,
Pennsylvania prepared by Oxford Engineers & Consultants, Inc. dated August 8,
1998; (ii) Phase I Environmental Site Assessment for the Amcar Property, 225
Washington Street, Conshohocken, Pennsylvania prepared by Oxford Engineers &
Consultants, Inc. dated October, 1999; (iii) Phase I Environmental Site
Assessment for Conshohocken Industrial Park and SEPTA Parcel prepared by Oxford
Engineers & Consultants, Inc. dated June, 1997; and (iv) Phase II Environmental
Site Investigation of the Amcar Facility dated January 2000.

                 e) Landlord agrees to indemnify, defend and hold harmless the
Tenant, its employees, agents, successors, and assigns, from and against any and
all damage, claim, liability, or loss, including reasonable attorneys' and other
fees, arising out of or in any way connected to the generation, treatment,
storage or disposal of Hazardous Substances by Landlord, its employees, agents,
or contractors on or near the Premises or Property. Such duty of indemnification
shall include, but not be limited to damage, liability, or loss pursuant to all
Federal, state and local environmental laws, rules and ordinances, strict
liability and common law.

        32. RECORDING. Neither this Lease nor a memorandum of this Lease shall
be recorded in any public records without the written consent of Landlord.

        33. BROKERS' COMMISSION. a) Tenant represents and warrants to Landlord
that the Brokers (as defined in the Preamble) are the sole brokers with whom
Tenant has negotiated in bringing about this Lease and Tenant agrees to
indemnify and hold Landlord and its mortgagee(s) harmless from any and all
claims of other brokers claiming to have represented Tenant and expenses in
connection therewith arising out of or in connection with the negotiation of or
the entering into this Lease by Landlord and Tenant.

                 b) Landlord represents and warrants to Tenant that the Brokers
(as defined in the Preamble) are the sole brokers with whom Landlord has
negotiated in bringing about this Lease and Landlord agrees to indemnify and
hold Tenant harmless from any and all claims of the Brokers and other brokers
claiming to have represented Landlord and expenses in connection therewith
arising out of or in connection with the negotiation of or the entering into
this Lease by Landlord and Tenant.

                 c) Provided that this Lease shall have been executed and
delivered by each party to the other, Landlord shall pay the Brokers a
commission in accordance with duly executed written agreements between such
Brokers and Landlord. In no event shall Landlord's mortgagee(s) have any
obligation to any broker involved in this transaction.

        34. NOTICES. All notices, demands, requests, consents, certificates,
and waivers required or permitted hereunder from either party to the other shall
be in writing and sent by United States certified mail, return receipt
requested, postage prepaid, or by recognized overnight courier, addressed as
follows:

                                      -34-

<PAGE>

                  If to Tenant:

                  :Prior to the Commencement Date:

                  Viasys Healthcare
                  700 South Henderson Road
                  Suite 202
                  King of Prussia, PA  19406

                  After the Commencement Date:

                  Viasys Healthcare

                  At the Premises

                  In all cases with a copy to:

                  Morgan, Lewis & Bockius LLP
                  1701 Market Street
                  Philadelphia, PA  19103
                  Atten:  Eric L. Stern, Esquire

                  If to Landlord:

                  Washington Street Associates II, L.P.
                  700 South Henderson Road
                  Suite 225
                  King of Prussia, PA  19406
                  Atten:  General Partner

                  with a copy to:

                  Kevin W. Walsh, Esquire
                  Pepper Hamilton LLP
                  3000 Two Logan Square
                  Eighteenth and Arch Streets
                  Philadelphia, PA  19103

Either party may at any time, in the manner set forth for giving notices to the
other, specify a different address to which notices to it shall thereafter be
sent. All notices shall be effective upon receipt or rejection of receipt by the
addressee.

        35. IRREVOCABLE OFFER: NO OPTION. This Lease shall become effective and
shall bind the parties only upon execution thereof by an authorized officer of
the general partner of the Landlord on behalf of Landlord and by an authorized
officer of Tenant.

        36. INABILITY TO PERFORM. If either party is delayed or prevented from
performing any of its obligations under this Lease by reason of strike, labor
troubles, or any cause whatsoever

                                      -35-
<PAGE>

beyond such party's control, the period of such delay or such prevention shall
be deemed added to the time herein provided for the performance of any such
obligation by such party, provided, however, such party shall give notice to the
other party of any such delay within five (5) business days following the
happening of such event that gave rise to such delay.

        37. SURVIVAL. Notwithstanding anything to the contrary contained in this
Lease, the expiration of the Term, whether by lapse of time or otherwise, shall
not relieve Tenant or Landlord from their respective obligations accruing prior
to the expiration of the Term.

        38. AUTHORITY.

                 a) If Tenant is a corporation, the person(s) executing this
Lease on behalf of Tenant hereby covenant(s) and warrant(s) that: Tenant is a
duly formed corporation qualified to do business in the state in which the
Property is located; Tenant will remain qualified to do business in said state
throughout the Term and any renewals thereof; and such persons are duly
authorized by such corporation to execute and deliver this Lease on behalf of
the corporation.

                 b) Landlord hereby represents that as of the date of this
Lease it is a Pennsylvania limited partnership, duly formed and qualified to do
business in the Commonwealth of Pennsylvania and the persons executing this
Lease on behalf of the Landlord are duly authorized by the general partner of
the Landlord to execute and deliver this Lease on behalf of the Landlord.

        39. TENANT REPRESENTATIONS AND WARRANTIES. Tenant hereby represents
and warrants to Landlord (i) that Tenant is currently operating as a wholly
owned subsidiary of Thermo Electron Corporation, (ii) that Tenant's most recent
financial statements delivered to Landlord in connection with the execution of
this Lease are true in all material respects and no material adverse changes
have occurred with respect thereto and (iii) that on each anniversary of the
Commencement Date, Tenant will deliver to Landlord current financial statements
which shall be prepared in accordance with generally accepted accounting
principles consistently applied or shall otherwise be consistent with the form
previously supplied.

        40. WAIVER OF INVALIDITY OF LEASE. Each party agrees that it will not
raise or assert as a defense to any obligation under the Lease or make any claim
that the Lease is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements including, without limitation,
requirements for corporate seals, attestations, witnesses, notarizations or
other similar requirements and each party hereby waives the right to assert any
such defenses or make any claim of invalidity or unenforceability due to any of
the foregoing.

        41. SECURITY DEPOSIT. As additional security for the full and prompt
performance by Tenant of the terms and covenants of this Lease, Tenant has
deposited with Landlord the Security Deposit. The Security Deposit shall not
constitute rent for any month (unless so applied by Landlord after notice to
Tenant on account of Tenant's default hereunder). Tenant shall, upon demand,
restore any portion of the Security Deposit which may be applied by Landlord to
cure any default by Tenant hereunder. Provided that Landlord shall not have
declared an event of default under this Lease during the first fifteen (15)
consecutive calendar months of the Term, which default shall not have been cured
by the Tenant, then Tenant shall be entitled to be

                                      -36-
<PAGE>

refunded the sum of $21,569.17 from the Security Deposit promptly following
Tenant's written request therefor. To the extent that Landlord has not applied
the Security Deposit or any portion thereof on account of a default, the
Security Deposit, or such remaining portion of the Security Deposit, shall be
returned to Tenant, without interest, within thirty (30) days next following the
termination of this Lease.

        42. ESTOPPEL CERTIFICATE. Tenant shall from time to time, within twenty
(20) days after Landlord's request or that of any mortgagee of Landlord,
execute, acknowledge and deliver to Landlord a written instrument in recordable
form, substantially in the form attached hereto as Exhibit H (the "Tenant
Estoppel Certificate"). Any certification delivered pursuant to the provisions
of this Section shall be intended to be relied upon by Landlord and any
mortgagee or prospective mortgagee or purchaser of the Building or of any
interest therein. Notwithstanding the foregoing, Tenant's failure to furnish the
Tenant Estoppel Certificate within a period of five (5) business days next
following Landlord's written notice to Tenant reporting Tenant's failure to
deliver the same within the initial twenty (20) day period shall constitute an
event of default under this Lease.

        43. RIGHTS RESERVED BY LANDLORD. Landlord waives no rights, except
those that may be specifically waived herein, and explicitly retains all other
rights including, without limitation, the following rights, each of which
Landlord may exercise without notice to Tenant, except as provided to the
contrary below or elsewhere in the Lease, and without liability to Tenant for
damage or injury to property, person or business on account of the exercise
thereof, and the exercise of any such rights shall not be deemed to constitute
an eviction or disturbance of Tenant's use or possession of the Premises and
shall not give rise to any claim for set-off or abatement of Rent or any other
claim:

                 a) To change the name or street address of the Building and the
Project upon no less than ninety (90) prior written notice to Tenant of any
changes;

                 b) The exclusive right to use the name of the Building and the
Project for all purposes, except that Tenant may use the name on its business
address and for no other purpose;

                 c) To install, affix and maintain any and all signs on the
exterior and on the interior of the Building or the Property (subject to
Tenant's rights as set forth in Section 14 above);

                 d) To decorate or to make repairs, alterations, additions, or
improvements, whether structural or otherwise, in and about the buildings, or
any part thereof, and for such purposes to enter upon the Premises and during
the continuance of any of such work, to temporarily close doors, entry ways,
public space and corridors in the Building and to interrupt or temporarily
suspend services or use of Common Facilities, all without affecting any of
Tenant's obligations hereunder, so long as the Premises are reasonably
accessible and usable and the services provided by Landlord hereunder are not
unreasonably delayed or interfered with;

                 e) To furnish door keys for the entry door(s) in the Premises
on the Commencement Date and to retain at all times, and to use in appropriate
instances, keys to all doors within and into the Premises. Tenant agrees to
purchase only from Landlord additional

                                      -37-
<PAGE>

duplicate keys as required, to change no locks, and not to affix locks on doors
without the prior written consent of the Landlord which consent shall not be
unreasonably withheld or delayed. Upon the expiration of the Term or Tenant's
right to possession, Tenant shall return all keys to Landlord and shall disclose
to Landlord the combination of any safes, cabinets or vaults left in the
Premises;

                 f) To designate and approve all window coverings used in the
Premises;

                 g) To approve the weight, size and location of safes, vaults
and other heavy equipment and articles in and about the Premises and the
Building so as not to exceed the legal load per square foot designated by the
structural engineers for the Building, and to require all such items and
furniture and similar items to be moved into or out of the Building and Premises
only at such times, in such manner and upon such terms as Landlord shall direct
in writing;

                 h) To regulate delivery of supplies and the usage of the
loading docks, receiving areas and freight elevators;

                 i) To erect, use and maintain pipes, ducts, wiring and
conduits, and appurtenances thereto, behind the walls and columns or above the
ceiling of the Premises;

                 j) To grant to any person or to reserve unto itself the
exclusive right to conduct any business or render any service in the Building or
on the Property, provided, however, such reservation shall not prohibit Tenant
from obtaining services from any particular service provider;

                 k) To alter the layout, design and/or use of the Building and
the Project in such manner as Landlord, in its sole discretion, deems
appropriate, so long as the character of the Building as a first class office
building is maintained; and,

                 l) The exclusive right to use or dispose of the use of the roof
of the Building provided, however, Tenant shall have the right to access the
roof of the Building for the installation, operation and maintenance of
communication equipment on such terms and conditions as Landlord may reasonably
prescribe from time to time.

        44. MISCELLANEOUS.

                 a) ENTIRE AGREEMENT. This Lease represents the entire agreement
between the parties hereto and there are no collateral or oral agreements or
understandings between Landlord and Tenant with respect to the Premises or the
Building. No rights, easements or licenses are acquired in the Property or any
land adjacent to the Property by Tenant by implication or otherwise except as
expressly set forth in the provisions of this Lease.

                 b) MODIFICATION. This Lease shall not be modified in any manner
except by an instrument in writing executed by the parties. In addition, Tenant
agrees to make such changes to this Lease as are required by any mortgagee,
provided such changes do not substantially affect Tenant's rights and obligation
under this Lease.

                                      -38-
<PAGE>

                 c) INTERPRETATION. The masculine (or neuter) pronoun, singular
number, shall include the masculine, feminine and neuter genders and the
singular and plural number.

                 d) EXHIBITS. Each writing or plan referred to herein as being
attached as an Exhibit or otherwise designated herein as an Exhibit hereto is
hereby made a part of this Lease.

                 e) CAPTIONS AND HEADINGS. The captions and headings of
sections, subsections and the table of contents herein are for convenience only
and are not intended to indicate all of the subject matter in the text and they
shall not be deemed to limit, construe, affect or alter the meaning of any
provisions of this Lease and are not to be used in interpreting this Lease or
for any other purpose in the event of any controversy.

                 f) SEVERABILITY. If any term or provision of this Lease, or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.

                 g) JOINT AND SEVERAL LIABILITY. If two or more individuals,
corporations, partnerships or other persons (or any combination of two or more
thereof) shall sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other persons to pay the Rent and perform all other
obligations under this Lease shall be deemed to be joint and several, and all
notices, payments and agreements given or made by, with or to any one of such
individuals, corporations, partnerships or other persons shall be deemed to have
been given or made by, with or to all of them. In like manner, if Tenant shall
be a partnership or other legal entity, the members of which are, by virtue of
any applicable law or regulation, subject to personal liability, the liability
of each such member shall be joint and several.

                 h) NO REPRESENTATIONS BY LANDLORD. Landlord and Landlord's
agents have made no representations, agreements, conditions, warranties,
understandings or promises, either oral or written, other than as expressly set
forth in this Lease, with respect to this Lease, the Premises, the Building,
and/or the Property.

                 i) RELATIONSHIP OF PARTIES. This Lease shall not create any
relationship between the parties other than that of Landlord and Tenant.

                 j) CHOICE OF LAW. The terms of this Lease shall be construed
under the laws of the Commonwealth of Pennsylvania, and that exclusive
jurisdiction and venue shall be in the Court of Common Pleas of the County in
which the Property is located without regard to principles of choice or conflict
of law; the personam jurisdiction to which each party submits.

                 k) TIME IS OF THE ESSENCE. Time is of the essence in all
provisions of this Lease.

        45. ADDITIONAL DEFINITIONS.

                 a) "Date of this Lease" or "date of this Lease" shall mean the
date of acceptance and execution of this Lease by the Landlord, following
execution and delivery thereof to Landlord by Tenant and that date shall be
inserted in the space provided in the Preamble.

                                      -39-
<PAGE>

                 b) "Landlord" as used in this Lease includes the Landlord named
above as well as its successors and assigns, each of whom shall have the same
rights, remedies, powers, authorities and privileges as it would have had it
originally signed this lease as Landlord. Any such person, whether or not named
herein, shall have no liability hereunder for defaults in performance which
arise after the date such person no longer owns the Building. Neither Landlord
nor any principal of Landlord nor any owner of the Building or the Property,
whether disclosed or undisclosed, shall have any personal liability with respect
to any of the provisions of this Lease, the Premises or the Property, and if
Landlord is in breach or default with respect to Landlord's obligations under
this Lease or otherwise, Tenant shall look solely to the equity of Landlord in
the Premises, the rents, issues and profits thereof and the proceeds therefrom
for the satisfaction of Tenant's remedies.

                 c) "Tenant" as used in this Lease includes the Tenant named
above as well as its heirs, successors and assigns, each of which shall be under
the same obligations, liabilities and disabilities and each of which shall have
the same rights, privileges and powers as it would have possessed had it
originally signed this Lease as Tenant. Each and every person named above as
Tenant shall be bound formally and severally by the terms, covenants and
agreements contained herein. However, no such rights, privileges or powers shall
inure to the benefit of any assignee of Tenant, immediate or remote, unless the
assignment to such assignee is permitted or has been approved in writing by
Landlord.

                 d) "Mortgage" and "Mortgagee" as used in this Lease includes
any lien or encumbrance on the Premises, the Building or the Property or on any
part of or interest in or appurtenance to any of the foregoing, including
without limitation any ground rent or ground lease if Landlord's interest is or
becomes a leasehold estate. The word "mortgagee" is used herein to include the
holder of any mortgage, including any ground Landlord if Landlord's interest is
or becomes a leasehold estate. Wherever any right is given to a mortgagee, that
right may be exercised on behalf of such mortgagee by any representative or
servicing agent of such mortgagee.

                 e) "Person" as used in this Lease includes a natural person, a
partnership, a corporation, an association, and any other form of business
association or entity.

                 f) "Rent" or "rent" as used in this Lease shall mean all Fixed
Basic Rent and Additional Rent and any other rent or other sums due under this
Lease reserved under this Lease.

                                      -40-
<PAGE>

         SECTION 29(b) HEREOF SETS FORTH A WARRANT OR AUTHORITY FOR AS ATTORNEY
TO CONFESS JUDGMENT AGAINST TENANT. IN GRANTING THIS WARRANT OF ATTORNEY TO
CONFESS JUDGMENT AGAINST TENANT, TENANT HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, AND (ON THE ADVICE OF THE SEPARATE COUNSEL OF TENANT, IF TENANT HAS
USED COUNSEL IN REGARD TO ENTERING INTO THIS LEASE) UNCONDITIONALLY WAIVES ANY
AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR
HEARING UNDER THE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE
COMMONWEALTH OF PENNSYLVANIA.

         IN WITNESS WHEREOF, and in consideration of the mutual entry into this
Lease and for other good and valuable consideration, and intending to be legally
bound, each party hereto has caused this agreement to be duly executed under
seal.

LANDLORD:

Date Signed:________________               Washington Street Associates II, L.P.
                                           By: Washington Street Associates II
                                           Acquisition Corporation

                                           By:__________________________________

                                              Name:_____________________________

                                              Title:____________________________


TENANT:

Date Signed:________________               VIASYS HEALTHCARE INC.

                                           By:__________________________________

                                              Name:_____________________________

                                              Title:____________________________



                                      -41-
<PAGE>

                                     RIDER A

                       RIGHT OF FIRST OFFER AND EXPANSION


Tenant's rights pursuant to the terms of this Rider A shall be subject to (a)
Tenant not being in default after the delivery of notice and beyond any
applicable notice and cure periods, if any, under this Lease at the time of the
exercise of its rights hereunder, (b) the rights of other tenants of the
Building under their leases as the same exist as of the date of this Lease, if
any, and (c) such limitations as are imposed by other tenant leases which exist
as of the date of this Lease.

At any time following the sixth (6th) month anniversary of the Commencement
Date, Landlord shall notify Tenant ("Landlord's Notice") in the event Landlord
desires to lease the Marketing Suite as shown on Exhibit A (the "Additional
Space") to a third party. In the event Tenant desires to lease the Additional
Space from Landlord, it shall provide Landlord with written notice of its
election to lease the Additional Space within fifteen (15) days following the
date of Landlord's Notice. In the event Tenant elects to lease the Additional
Space, the Additional Space shall be added to the Premises by an amendment to
this Lease and all the terms and conditions of the Lease shall apply to the
Additional Space including the then current rate of Fixed Basic Rent except that
Tenant's Operating Expense Share and Tenant's Tax Share shall be adjusted to
account for the additional space being leased by Tenant and the Additional Space
shall be delivered to Tenant in its then current condition (Landlord not being
required to perform any tenant improvements thereto or to provide Tenant with
any allowances therefor) within sixty (60) days of Tenant's election to lease
such space. If Tenant shall not elect to lease such Additional Space within such
fifteen (15) day period, then Tenant's rights to lease the Additional Space
shall lapse and terminate, and Landlord may, at its discretion, lease the
Additional Space on such terms and conditions as Landlord shall determine.
Landlord shall not lease the Additional Space to any party during the first six
(6) months following the Commencement Date without Tenant's consent, which
consent may be withheld in Tenant's sole discretion.

In addition to the foregoing, and so long as Tenant has not previously elected
not to lease the Additional Space following Landlord's Notice, Tenant upon
written notice to Landlord, given at any time following the eighteenth full
calendar month of the Term, shall be permitted to lease the Additional Space. If
Tenant so elects to expand the Premises to include the Additional Space, the
Additional Space shall be delivered to Tenant within sixty (60) days of
Landlord's receipt of Tenant's notice and shall be added to the Premises by
amendment to this Lease as provided above.

Tenant's rights hereunder shall not include the right to lease less than all of
the Additional Space.

Landlord shall construct the Additional Space in accordance with the plans and
specifications attached hereto as Exhibit K and in the event Tenant elects to
occupy the Additional Space, the Additional Space shall be delivered to Tenant
with the improvements specified on such Exhibit K unless otherwise expressly
provided thereon, Tenant acknowledging that Landlord shall be permitted to
remove any furniture, fixtures and equipment which may be located in the
Additional Space from time to time prior to the exercise of Tenant's rights
hereunder. Landlord shall, anything in this Right of First Offer and Expansion
to the contrary notwithstanding, and at


                                   Rider A-1
<PAGE>

Landlord's sole cost and expense, make any repairs and improvements to the
Additional Space necessitated either by the installation or removal of any
furniture, fixtures or equipment which Landlord may determine to remove.



                                    Rider A-2


<PAGE>

                                    RIDER B

                                 RENEWAL OPTION

Tenant is hereby granted one option to renew this Lease upon the following terms
and conditions:

Tenant shall not be in default, after the delivery of notice and beyond any
applicable notice and cure periods, if any, under this Lease at the time of the
exercise of its rights hereunder and shall be in possession of the Premises
pursuant to this Lease.

Notice of the exercise of the option shall be sent to the Landlord in writing at
least nine (9) months but not more than fifteen (15) months before the
expiration of the Term.

The renewal term shall be for a period of five (5) years and three (3) months,
to commence at the expiration of the Term, and all of the terms and conditions
of this Lease, except as expressly set forth below, shall apply during any such
renewal term.

The annual Fixed Basic Rent to be paid during the renewal term shall be
calculated and payable as follows:

                               Rate Per
                Rentable       Rentable            Yearly           Monthly
   Months        Sq. Ft.       Sq. Foot             Rate          Installment
                          (net of utilities)
     1-3         7,964         $ 0.00               None             None
    4-15         7,964         $ 35.00           $278,740.00      $23,228.33
    16-27        7,964         $ 35.50           $282,722.00      $23,560.17
    28-39        7,964         $ 36.00           $286,704.00      $23,892.00
    40-51        7,964         $ 36.50           $290,686.00      $24,223.83
    52-63        7,964         $ 37.00           $294,668.00      $24,555.67


As indicated above, Tenant shall be entitled to three (3) months abatement of
Fixed Basic Rent during the first three (3) calendar months of the renewal term.
In addition to the foregoing, in the event Tenant does not elect to renew the
term of this Lease as provided in this Rider B, but rather enters into a new
lease for space, owned by Washington Street Associates II, L.P. or another
affiliate of O'Neill Properties Group, L.P. with a term commencing within six
(6) months after the expiration of the Term hereof, then Tenant shall be
entitled to three (3) months abatement of Fixed Basic Rent during the first
three (3) months of the term of such new lease.

                                  [End of Page]


                                    Rider B-1

<PAGE>

                                    EXHIBIT A

                                    PREMISES



                                    Rider B-1

<PAGE>


                                    EXHIBIT B

                          LEGAL DESCRIPTION OF PROPERTY



                                       B-1

<PAGE>


                                    EXHIBIT C

                        BUILDING AND PREMISES MEASUREMENT




                                       C-1

<PAGE>

                                    EXHIBIT D

                                   WORK LETTER
                          ATTACHED TO AND MADE PART OF
                              OFFICE LEASE BETWEEN
               WASHINGTON STREET ASSOCIATES II, L.P.. AS LANDLORD,
                        AND VIASYS HEALTHCARE, AS TENANT

         As material inducement to Tenant to enter into the Lease, and in
consideration of the covenants herein contained, Landlord and Tenant, intending
to be legally bound, agree as follows:

         1.   LEASE: DEFINED TERMS.  The Lease is hereby incorporated by
reference to the extent that the provisions of this Work Letter apply thereto.
Terms not otherwise defined in this Work Letter shall have the meanings given to
them in the Lease.

         2. PREMISES WORK. Tenant has prepared its initial tenant improvement
plans and specifications which together with Tom Tadley's August 8 , 2001 letter
to O'Neill Properties Group and an August 9 , 2001 memorandum from O'Neill
Properties Group are attached hereto (collectively, the "Initial Plans") as
Schedule 1. Promptly following the execution of the Lease, Landlord and Tenant
shall mutually endeavor to complete architectural plans and specifications and
related design plans for the improvement of the Premises (the "Premises Work"),
to be prepared by Thomas E. Hall Associates (the "Architect") which shall
provide improvements equivalent or better in quality than the Minimum Standard
Tenant Improvements (as set forth on Schedule 2), shall identify all items
requiring more than four (4) weeks to obtain after ordering ("Long Lead Items"),
shall be substantially consistent with the Initial Plans and shall show the
following details: partition layout (dimensioned); door location and door
schedule; reflected ceiling plans; electric outlets with locations dimensioned;
occupancy requirements by room or space; all necessary drawings, sections,
details and specifications for special equipment and fixtures; 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; specifications of all specialty systems or equipment to be
installed in the Premises; and such other details, drawings and specifications
to adequately represent the Premises Work. Following approval of such plans,
Tenant shall cause Tenant's engineers to prepare such mechanical plans,
electrical plans, fire protection plans, plumbing plans and structural plans as
are required for the Premises Work (together, the "Mechanical Plans") (such
architectural plans and specifications and related Mechanical Plans are together
referred to as the "Premises Plans").

         3.   SCHEDULE; CONTRACT; CONSTRUCTION

              (a) Landlord and Tenant have caused the Premises Plans to be
reviewed, approved and completed in accordance with the schedule attached hereto
as Schedule 3.

              (b) As soon as practicable after full execution of this Lease,
Landlord shall enter into a construction contract with a contractor (the
"Construction Contract") for the performance of the Premises Work. The total
cost of the Premises Work shall include the

                                      D-1
<PAGE>

cost of the Premises Plans, permit and inspection fees relating to the Premises
Work, the cost of the Construction Contract and an overhead, general conditions
and administrative fee equal to five percent (5%) of the Premises Work Costs
(collectively, the "Premises Work Costs").

         4.   CONSTRUCTION.

                  (a) Landlord shall provide all labor, materials, and expertise
necessary for the Premises Work and the Base Building Work (as set forth on
Schedule 4 attached hereto). Landlord reserves the right, however: (i) to make
substitutions of material of equivalent grade, quality and usefulness when and
if any specified material shall not be readily and reasonably available, and
(ii) to make reasonable changes necessitated by conditions met in the course of
construction which shall not substantially deviate from the intended results of
the Premises Plans; provided in either case that Tenant's consent is first
obtained, which consent shall not be unreasonably withheld and shall be given or
denied promptly so as not to unreasonably delay construction.

                  (b) Landlord shall perform, or cause to be performed, Premises
Work in accordance with the Premises Plans such that same is Substantially
Completed (as defined below) on or before the Target Date. The Premises shall be
deemed substantially completed ("Substantially Completed" or "Substantially
Complete") when Tenant is in receipt of a Certificate of Occupancy or Temporary
Certificate of Occupancy (punchlist items excepted) and when the Building
lobbies, common areas, passenger elevators and freight elevators, if any, are
all substantially complete and functioning and the parking fields serving the
Building are complete. The period of time for Landlord to Substantially Complete
the Premises shall be extended for additional periods of time equal to the
actual time lost by Landlord or Landlord's contractors and timely reported to
Tenant by Landlord, subcontractors or suppliers due to strikes or other labor
troubles; changes to the Premises Plans; Tenant Delay (as defined below);
governmental restrictions and limitations; unavailability or delays in obtaining
fuel, labor or materials; war or other national emergency; accidents; floods;
defective materials; fire damage or other casualties; adverse weather
conditions; or any cause similar or dissimilar to the foregoing which is beyond
the reasonable control of Landlord or Landlord's contractors, subcontractors or
suppliers.

                  (c) Except as permitted by paragraph 4(a) above, changes in
the Premises Work may be accomplished only by a Change Order (defined below).
Tenant shall have the right to require changes in the Premises Work by making a
written demand to Landlord describing the required change, but Landlord shall
not perform any requested change unless a Change Order is issued with respect
thereto. As used in this Work Letter, a "Change Order" shall mean a written
instrument prepared by Landlord and signed by Landlord and the Tenant stating
their agreement upon all of the following: (i) the change in the Premises Work;
(ii) the extent of the adjustment in the Premises Work Cost; and (iii) the
extent of the adjustment in the Target Date, if any. Landlord shall act
reasonably and diligently in preparing a Change Order following its receipt of
Tenant's demand therefor. Changes in the Premises Work Cost due to a Change
Order shall be limited to (x) the actual net increase in the costs of the
Premises Work including a five percent (5%) overhead, general conditions and
administration fee but without any further mark-up by Landlord, plus (y) if the
Change Order results in an extension of the Target Date after having accounted
for any delays not attributable to Tenant Delay, a sum equal

                                      D-2
<PAGE>

to the per diem Fixed Basic Rent that would have otherwise been paid by Tenant
for the period by which the Commencement Date is delayed due to such Change
Order, as agreed by Landlord and Tenant in such Change Order.

                  (d) Landlord shall provide Tenant with not less than ten (10)
days prior notice of the date Landlord anticipates the Premises Work to be
Substantially Completed. Three (3) business days prior to the date when Landlord
anticipates the Premises Work will be Substantially Completed, Landlord and
Tenant shall inspect the Premises. Upon completion of the inspection, unless
Tenant shall notify Landlord in writing regarding any observed deficiencies in
the Premises Work that go beyond punch list items, which notice shall be
delivered to Landlord, if at all, within five (5) business days next following
Tenant's inspection, it shall be presumed that the Premises Work is
Substantially Completed, except for punch list items. Within three (3) business
days after the Premises Work is Substantially Completed, Landlord and Tenant
shall inspect the Premises, and Tenant shall create a punch list of minor
finishing and adjustment or other work which Landlord has not completed
substantially in accordance with the Premises Plans or which needs to be
repaired or corrected. Landlord agrees to complete the items set forth on the
punch list within sixty (60) days of receipt of such list. Failure to include an
item on the punch list will not diminish the responsibility of Landlord to
complete all Premises Work in accordance with the Premises Plans. Any dispute as
to whether a particular item constitutes a punchlist item shall be resolved by
the reasonable determination of Landlord's Architect.

         5. PREMISES WORK COSTS. Landlord shall perform the Premises Work at its
sole cost and expense. If the costs of the Premises Work is increased due to a
Change Order Tenant shall pay the excess amount to Landlord within thirty (30)
days after Tenant's receipt of Landlord's written invoice for same, which
request shall specify the nature and amount of the cost for which payment is
sought together with reasonable supporting documentation.

         6.  TENANT DELAY. As used in this Work Letter, the term "Tenant Delay"
shall mean any:

                           (i) delays caused by Tenant's failure to comply with
the specific time periods established in this Work Letter;

                           (ii) delays resulting from Long Lead Items not being
available , where Tenant fails to select an alternative item within three
(3) business days next following Tenant's receipt of written notice from
Landlord advising of the unavailability of the Long Lead Item and offering at
least two (2) reasonable alternatives therefor;

                           (iii) delays agreed to in a Change Order (not to
exceed the amount of time agreed to pursuant to Paragraph 4(c) for the extension
of the Target Date);

                           (iv) delays, not caused by Landlord, in furnishing
materials or procuring labor for completion of the Premises Work with
respect to improvements which are not customarily provided by Landlord for
office tenants in the Building provided that the Premises Plans have, prior to
approval by Landlord and Tenant, been annotated by Landlord to clearly designate
improvements not customarily provided by Landlord for office tenants in the
Building; and provided, further, that upon

                                      D-3
<PAGE>

determination that a delay with respect to such improvements is likely to occur,
Landlord has so advised Tenant and Tenant has not elected within three (3)
business days next following Tenant's receipt of such written notice, to select
reasonable alternative improvements suggested by Landlord which will eliminate
such delay;

                           (v) delays caused by Tenant Work (as defined in

paragraph 7 below) actually interfering with the progress of Premises Work,
where such interference persists for one (1) business day after written notice
is received by Tenant from Landlord advising with regard thereto; or

                           (vi) Tenant's failure to execute this Lease on or
before October 5, 2001.

Landlord shall promptly advise Tenant in writing of the occurrence of any Tenant
Delay, provided, however, such failure shall not excuse the delay. Landlord
shall at all times use commercially reasonable efforts to mitigate any such
Tenant Delay.

         7. TENANT WORK. Tenant shall have access to the Building and the
Premises during normal working hours prior to the date of substantial completion
for the purpose of (i) installing voice and data cabling, (ii) installing
furniture, fixtures and equipment within the Premises and (iii) taking
measurements, and (iv) performing other work approved by Landlord, which
approval shall not be unreasonably withheld, conditioned or delayed
(collectively, "Tenant Work"); provided, however, that in connection with the
performance of Tenant Work, Tenant shall use reasonable efforts to avoid
interfering with or delaying the completion of Premises Work. Tenant Work shall
be subject to the reasonable coordination of Landlord and Tenant's Architect.

         8.   WORK STANDARDS.

                  (a) Landlord shall cause Premises Work and the Base Building
Work to be done in a good and workmanlike manner in conformity with the Premises
Plans and all applicable federal, state and local laws, ordinances and building
and zoning codes, and requirements of public authorities and insurance
underwriters. Landlord shall cause the Architect to prepare the Premises Plans
in accordance with applicable law, codes and regulations. Landlord shall cause
Premises Work to be carried forward expeditiously and with adequate work forces
so as to achieve Substantial Completion of the Premises on or before the Target
Date (as defined in the Lease). Landlord shall comply with and give all notices
required by all applicable federal, state and local laws, ordinances and
building codes, and requirements of public authorities and insurance
underwriters. Landlord shall be responsible for initiating, maintaining, and
supervising all safety precautions and programs in connection with performance
of Premises Work. Landlord shall be responsible for the removal of all debris
within and adjacent to the Premises, except debris created by Tenant's Work.
Landlord shall obtain all customary warranties available from contractors and
manufacturers in connection with Premises Work. Landlord shall enforce all
warranties from contractors and manufacturers on behalf of Landlord and Tenant
to the extent such warranties are not solely in favor of Tenant. Landlord,
without cost to Tenant, shall promptly repair, replace, restore, or rebuild any
work included in Premises Work that Landlord has been given notice (during the
one (1) year period following the Commencement Date) contains defects in
material or workmanship, or to which

                                      D-4
<PAGE>

damage has occurred because of such defects. Without limitation of the
foregoing, Landlord shall, without cost to Tenant, promptly repair, replace,
restore, or rebuild any work included in Premises Work that Landlord has been
given notice contains latent defects in material or workmanship, or to which
damage has occurred because of latent defects in material or workmanship.

                  (b) Tenant shall cause the Tenant Work to be done in a good
and workmanlike manner in conformity with all applicable federal, state and
local laws, ordinances and building codes, and requirements of public
authorities and insurance underwriters. Tenant shall secure and pay for all
permits and fees, licenses, and inspections necessary for the proper execution
and completion of the Tenant Work. Tenant shall comply with and give all notices
required by all applicable federal, state and local laws, ordinances and
building codes, and requirements of public authorities and insurance
underwriters. Tenant shall be responsible for initiating, maintaining, and
supervising all safety precautions and programs in connection with performance
of the Tenant Work. Tenant shall procure insurance of the types and coverage
amounts required pursuant to the Lease or as otherwise may be appropriate given
the nature and extent of Tenant's Work. Tenant shall be responsible for the
removal of all debris within and adjacent to the Premises created by Tenant's
Work.

                                      D-5
<PAGE>
                                   SCHEDULE 1

                                  INITIAL PLANS


                  1. Plans prepared by Thomas E. Hall Associates:  CS.1, A 0.1,
A 1.1 and A1.2 each dated August 22, 2001 and approved by Tenant on or before
August 31, 2001.

                  2.    Memorandum for Craig Guers to Tom Coyne and John Spitz
dated August 9, 2001 (see attached).

                  3.    Letter from Tom Tadley to Thomas Coyne dated August 8,
2001 (see attached).

                                      S-1

<PAGE>



                                   SCHEDULE 2
                      MINIMUM STANDARD TENANT IMPROVEMENTS



                                      S-2
<PAGE>

                                   SCHEDULE 3
                           PLAN/CONSTRUCTION SCHEDULE


   Select contractor by:      Within two (2) business days of Lease execution

   Construction start:        Within three (3) business days of Lease Execution

   Occupancy by:              Target Date


                                      S-3
<PAGE>


                                   SCHEDULE 4


                   BASE BUILDING CORE AND SHELL SPECIFICATIONS



                                      S-4
<PAGE>

                                    EXHIBIT E

                                BUILDING HOLIDAYS

* NEW YEAR'S DAY *


* MEMORIAL DAY *


* INDEPENDENCE DAY *


* LABOR DAY *


* THANKSGIVING DAY *


* CHRISTMAS DAY *


                                      E-1
<PAGE>

                                    EXHIBIT F

                            JANITORIAL SPECIFICATIONS


                                      F-1
<PAGE>

                                    EXHIBIT G

                              RULES AND REGULATIONS

1. OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts,
elevators, vestibules, stairways, corridors and public parts of the Building
shall not be obstructed or encumbered by Tenant or used by Tenant for any
purpose other than ingress and egress. Landlord shall, at Landlord's expense,
keep the sidewalks and curbs directly in front of the Premises and the Building
clean and free from ice, snow and refuse.

2. WINDOWS: Windows in the Premises shall not be covered or obstructed by
Tenant. No bottles, parcels or other articles shall be placed on the window
sills, in the halls, or in any other part of the Building other than the
Premises. No article shall be thrown out of the doors or windows of the
Premises.

3. PROJECTIONS FROM BUILDING: No awnings, air-conditioning units, or other
fixtures shall be attached to the outside walls or the window sills of the
Building or otherwise affixed so as to project from the Building, without prior
written consent of Landlord.

4. SIGNS: No sign or lettering shall be affixed by Tenant to any part of the
outside of the Premises, or any part of the inside of the Premises so as to be
clearly visible from the outside of the Premises, without the prior written
consent of Landlord. However, Tenant shall have the right to place its name on
any door leading into the Premises the size, color and style thereof to be
subject to the Landlord's approval.

5. FLOOR COVERING: Tenant shall not lay linoleum or other similar floor covering
so that the same shall come in direct contact with the floor of the Premises. If
linoleum or other similar floor covering is desired to be used, an interlining
of builder's deadening felt shall first be fixed to the floor by a paste or
other material that may easily be removed with water, the use of cement or other
similar adhesive material being expressly prohibited.

6. LOCKS: Tenant, before closing and leaving the Premises, shall ensure that all
windows are closed and entrance doors locked.

7. CONTRACTORS: No contract of any kind with any supplier of towels, water,
toilet articles, waxing, rug shampooing, venetian blind washing, furniture
polishing, lamp servicing, cleaning of electrical fixtures, removal of waste
paper, rubbish, garbage, or other like service shall be entered into by Tenant,
nor shall any machine of any kind (other than those typically used by general
office users) be installed in the Premises without the prior written consent of
the Landlord. Tenant shall not employ any persons other than Landlord's janitors
for the purpose of cleaning the Premises without prior written consent of
Landlord. Landlord shall not be responsible to Tenant for any loss of property
from the Premises however occurring, or for any damage to the effects of Tenant
by such janitors or any of its employees, or by any other person or any other
cause.

8. PROHIBITED ON PREMISES: Tenant shall not conduct, or permit any other person
to conduct, any auction upon the Premises, manufacture or store goods, wares or
merchandise

                                      G-1
<PAGE>

upon the Premises without the prior written approval of Landlord, except the
storage of usual supplies and inventory to be used by Tenant in the conduct of
its business, permit the Premises to be used for gambling, make any unusual
noises in the Building, permit to be played musical instrument on the Premises,
permit any radio to be played, or television, recorded or wired music in such
loud manner as to disturb or annoy other tenants, or permit any unusual odors to
be produced on the Premises. Tenant shall not permit any portion of the Premises
to be occupied as an office for a public stenographer or typewriter, or for the
storage, manufacture, or sale of intoxicating beverages, narcotics, tobacco in
any form or as a barber or manicure shop. Canvassing, soliciting and peddling in
the Building and the Premises are prohibited and Tenant shall cooperate to
prevent the same. No vehicles or animals of any kind shall be brought into or
kept in or about the Premises. Bicycles are to be stored at bike racks, if
available.

9. PLUMBING AND ELECTRIC FACILITIES: Plumbing facilities shall not be used for
any purpose other than those for which they were constructed; and no sweepings,
rubbish, ashes, newspaper or other substances of any kind shall be thrown into
them. Waste and excessive or unusual amounts of electricity or water is
prohibited.

10. MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out of
freight, furniture or bulky matter of any description must take place during
such hours as Landlord may from time to time reasonably determine and only after
advance notice to the superintendent of the Building. The persons employed by
Tenant for such work must be reasonably acceptable to the Landlord. Tenant may,
subject to these provisions, move freight, furniture, bulky matter, and other
material into or out of the Premises during normal business hours, and on
Saturdays between the hours of 9:00 a.m. and 1:00 p.m., provided Tenant pays
additional costs, if any, incurred by Landlord for elevator operators or
security guards, and for any other expenses occasioned by such activity of
Tenant. There shall not be used in the Building or Premises, either by Tenant or
by others in the delivery or receipt of merchandise, any hand trucks except
those equipped with rubber tires and side guards, and no hand trucks will be
allowed in the elevators without the consent of the superintendent of the
Building.

11. SAFES AND OTHER HEAVY EQUIPMENT: The Building is designed to normal building
standards for floor-loading capacity. Tenant shall not use the Premises in such
ways which, in Landlord's judgment, exceed such load limits. Landlord reserves
the right to prescribe the weight and position of all safes and other heavy
equipment so as to distribute properly the weight thereof and to prevent any
unsafe condition from arising.

12. ADVERTISING: Landlord shall have the right to prohibit any advertising by
Tenant which in Landlord's reasonable opinion tends to impair the reputation of
the Building or its desirability as a building for offices, and upon written
notice from Landlord, Tenant shall refrain from or discontinue such advertising.

13. AFTER HOURS USE: Landlord reserves the right to exclude from the Building
between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on Saturdays,
Sundays and Building Holidays, all persons who do not possess a card key or key
punch access code issued by Tenant. Each Tenant shall be responsible for all
persons for whom such a keys or codes are issued and shall be liable to the
Landlord for the acts of such persons.

                                      G-2
<PAGE>

14. PARKING: Tenant and its employees shall park their cars only in those
portions of the parking area designated by Landlord.

                                   -- END --

                                      G-3

<PAGE>

                                    EXHIBIT H

                           TENANT ESTOPPEL CERTIFICATE

TO:      ______________________ ("_______") pursuant to that certain _________
Agreement (the "Agreement") dated _________, 200_, by and between _________
and ____________________________________________ ("Landlord").

        1. The undersigned ("Tenant") is the tenant under that certain Office
Space Lease dated __________, 200__, by and between Landlord and Tenant (the
"Lease"), covering a portion of those certain premises commonly known and
designated as_____________________________________, Pennsylvania, consisting of
approximately ________ square feet (the "Premises"). A true, complete and
correct copy of the Lease is attached hereto as Exhibit "A".

        2. The Lease has not been modified, changed, altered or amended in any
respect (except as indicated following this sentence) and is the only lease or
agreement between the undersigned and the Landlord affecting the Premises. If
none, state "none".

________________________________________________________________________________

__________________________________________________________________

3. The undersigned has made no agreements with Landlord or its agents or
employees, which are not described in the Lease concerning free rent, partial
rent, rebate of rental payments or any other type of rental concession with
respect to the Lease (except as indicated following this sentence). If none,
state "none".

________________________________________________________________________________

___________________________________________________________________

        4. The undersigned accepted possession of the Premises on ____________,
200_, currently occupies the Premises and has been open for business since
__________, 200_. The current term of the Lease began on __________, 200_. The
current term of the Lease will expire on __________, 200_, and Tenant has no
present right to cancel or terminate the Lease under the terms thereof, or
otherwise. No rent payable pursuant to the Lease has been prepaid for more than
one (1) month, and no monies otherwise payable to Landlord under the Lease have
been paid in advance of the due date therefor as set forth in the Lease. The
Fixed Basic Rent currently being paid under the Lease is $__________ per month.
Future changes to the Fixed Basic Rent are as set forth in the Lease. The
undersigned also pays amounts on account of its share of Operating Expenses, as
set forth in the Lease, which amounts have been paid to and including _________,
200_.

        5. The Lease is fully valid and enforceable and is currently in full
force and effect. To Tenant's knowledge, Landlord is not in default of
thereunder (except as indicated below), Tenant has not received any notice of
default from Landlord and, to its knowledge, is not in default thereunder
(except as indicated below), and (except as indicated below) all conditions and
obligations on the part of Landlord to be fulfilled under the terms of the Lease
have been

                                      H-1
<PAGE>

satisfied or fully performed including, without limitation, all required tenant
improvements, allowances, alterations, installations and construction, and
payment therefor has been made in full. To Tenant's knowledge, Tenant has no
offset, claim, defense or counterclaim against any rent or other sum payable by
Tenant under the Lease or against any other obligation of Tenant under the Lease
(except as indicated below). To Tenant's knowledge, no condition exists which
with the giving of notice or the passage of time, or both, would constitute a
default under the Lease.

______________________________________________________________________________

        6. Tenant has not suffered any assignment of the Lease or sublet the
Premises or any portion thereof, and no person or entity, other than Tenant, has
any possessory interest in the Premises or right to occupy the Premises or any
portion thereof, except as permitted under the Lease or as previously approved
by Landlord.

        7. Tenant claims no right, title or interest in or to the Premises or
right to possession of the Premises, except as tenant under the terms of the
Lease. The Lease does not contain and the undersigned does not have any
outstanding options or rights of first refusal to purchase the Premises or any
portion thereof or the Property of which the Premises are a part, except as
otherwise set forth below. If none, state "none".

________________________________________________________________________________

_______________________________________________________________________

        8. No actions, whether voluntary or otherwise, are pending against the
undersigned under the bankruptcy laws of the United States or any state thereof,
and Tenant knows of no fact or pending or threatened claim or litigation that
might result in the insolvency or bankruptcy of Tenant.

        9. To Tenant's knowledge, and except as noted below, All inspections,
licenses, permits, consents, permissions, approvals and certificates required,
whether by law, regulation or insurance standards, to be made or issued with
respect to the conduct of Tenant's business, the Premises and the use and
occupancy of the Premises by Tenant have been made by or issued by all
appropriate governmental or quasi-governmental authorities or other authorities
having jurisdiction over the Premises and/or Tenant's business, are in full
force and effect, and Tenant has not received notification from any such
authority that Tenant or the Premises is in material noncompliance with such
laws, regulations or standards, that the Premises is being used, operated or
occupied unlawfully or that Tenant has failed to obtain such inspections,
permits, consents, permissions, approvals, licenses or certificates, as the case
may be. Tenant has not received notice of any violation or failure to conform
with any such law, ordinance, regulation, standard, license, permit, consent,
permission, approval or certificate.___________________________________________

_______________________________________________________________________________

        10. This certification is made as of the date noted below knowing that
______________________ is relying upon the truth of this Tenant Estoppel
Certificate in [entering into the Agreement,] [providing such financing] and
that [the acquisition of

                                      H-2
<PAGE>

the Premises by __________________________ pursuant to the Agreement] [the
financing provided to Landlord] shall be deemed good and valuable consideration
to Landlord for the foregoing representations made by Tenant.

Dated this ____ day of _________, 200_.


                                        TENANT:

                                        _______________________________________,

                                        a ______________________________________


                                        BY:_____________________________________

                                           Name:________________________________

                                           Title:_______________________________

                                      H-3


<PAGE>

                                    EXHIBIT I

                           CONFIRMATION OF LEASE TERM

         THIS MEMORANDUM is made as of the ___ day of _________, 2001, between
____________, a _____, with an office at ____________("Landlord") and ______,
a______, with its principal place of business at ______________________________
______________________ ("Tenant"), who entered into a lease dated for reference
purposes as of ___________ __, 2001 (the "Lease"), covering certain premises
located at _____________________. All capitalized terms, if not defined herein,
shall be defined as they are defined in the Lease.

         1. The Parties to this Memorandum hereby agree that the date of
______________, 2001 is the "Commencement Date" of the Term and the date
_________ is the expiration date of the Lease.

         2.       Tenant hereby confirms the following:

                  (a)      That it has accepted possession of the Premises
         pursuant to the terms of the Lease;

                  (b)      That the Premises Work has been Substantially
         Completed;

                  (c)      That the $______ Security Deposit has been paid as
         provided in the Lease;

                  (d)      That as of the date first written above there is no
         default by Landlord under the Lease and the Lease is in full force
         and effect.

         3. Landlord hereby confirms that as of the date first written above
         there is no default by Tenant under the Lease and the Lease is in full
         force and effect.

         4. This Memorandum, each and all of the provisions hereof, shall inure
to the benefit, or bind, as the case may require, the parties hereto, and their
respective successors and assigns, subject to the restrictions upon assignment
and subletting contained in the Lease.

LANDLORD:

Date Signed:________________                 ___________________________________

                                             BY:________________________________

                                             By:________________________________

                                                Name:___________________________

                                                Title:__________________________


                                      I-1

<PAGE>

TENANT:

Date Signed:________________                 ___________________________________

                                             BY:________________________________

                                             By:________________________________

                                                Name:___________________________

                                                Title:__________________________



                                      I-2

<PAGE>


                                    EXHIBIT J

                                   COMPETITORS

1.       GE Medical
2.       Tyco
3.       Respironics
4.       Res-Med
5.       Drager
6.       Siemens Medical
7.       XL Tech
8.       Bio-logic
9.       Zimmer
10.      Johnson & Johnson
11.      Stryker


                                      J-1

<PAGE>


                                    EXHIBIT K

                    ADDITIONAL SPACE PLANS AND SPECIFICATIONS




                                      K-1