ex10-4.htm


    
      	 
      
	
              Exhibit
      10.4

            


    

     

    HIGHWOODS
PROPERTIES

     

    OFFICE
LEASE


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

    
      
        
          	 
      	 
      	 
      	 
      	 
      
	
                  1.

                	 
      	
                  BASIC
      DEFINITIONS AND PROVISIONS

                	 
      	
                  1

                
	 	 	 	 	 
	 
      	
                  a.

                	
                  Premises

                	 
      	
                  1

                
	 
      	
                  b.

                	
                  Term

                	 
      	
                  1

                
	 
      	
                  c.

                	
                  Permitted
      Use

                	 
      	
                  1

                
	 
      	
                  d.

                	
                  Occupancy
      Limitation

                	 
      	
                  1

                
	 
      	
                  e.

                	
                  Base
      Rent

                	 
      	
                  2

                
	 
      	
                  f.

                	
                  Rent
      Payment Address

                	 
      	
                  2

                
	 
      	
                  g.

                	
                  Security
      Deposit

                	 
      	
                  2

                
	 
      	
                  h.

                	
                  Business
      Hours

                	 
      	
                  2

                
	 
      	
                  i.

                	
                  Electrical
      Service

                	 
      	
                  2

                
	 
      	
                  j.

                	
                  After
      Hours HVAC Rate

                	 
      	
                  2

                
	 
      	
                  k.

                	
                  Parking

                	 
      	
                  2

                
	 
      	
                  l.

                	
                  Construction
      Fee

                	 
      	
                  2

                
	 
      	
                  m.

                	
                  Notice
      Addresses

                	 
      	
                  2

                
	 
      	
                  n.

                	
                  Broker

                	 
      	
                  3

                
	 
      	 
      	 
      	 
      	 
      
	
                  2.

                	 
      	
                  LEASED
      PREMISES

                	 
      	
                  3

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  a.

                	
                  Premises

                	 
      	
                  3

                
	 
      	
                  b.

                	
                  Rentable
      Square
      Foot Determination

                	 
      	
                  3

                
	 
      	
                  c.

                	
                  Common
      Areas

                	 
      	
                  3

                
	 
      	 
      	 
      	 
      	 
      
	
                  3.

                	 
      	
                  TERM

                	 
      	
                  4

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  a.

                	
                  Commencement
      and
      Expiration Dates

                	 
      	
                  4

                
	 
      	
                  b.

                	
                  Adjustments
      to Commencement
      Date

                	 
      	
                  4

                
	 
      	
                  c.

                	
                  Termination
      by
      Tenant for Failure to Deliver Possession

                	 
      	
                  5

                
	 
      	
                  d.

                	
                  Delivery
      of
      Possession

                	 
      	
                  5

                
	 
      	
                  e.

                	
                  Right
      to
      Occupy

                	 
      	
                  5

                
	 
      	
                  f.

                	
                  Commencement
      Agreement

                	 
      	
                  5

                
	 
      	 
      	 
      	 
      	 
      
	
                  4.

                	 
      	
                  USE

                	 
      	
                  5

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  a.

                	
                  Permitted
      Use

                	 
      	
                  5

                
	 
      	
                  b.

                	
                  Prohibited
      Uses

                	 
      	
                  5

                
	 
      	
                  c.

                	
                  Prohibited
      Equipment in
      Premises

                	 
      	
                  6

                
	 
      	
                  d.

                	
                  Parking

                	 
      	
                  6

                
	 
      	 
      	 
      	 
      	 
      
	
                  5.

                	 
      	
                  RENT

                	 
      	
                  7

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  a.

                	
                  Payment
      Obligations

                	 
      	
                  7

                
	 
      	
                  b.

                	
                  Base
      Rent

                	 
      	
                  7

                
	 
      	
                  c.

                	
                  Additional
      Rent

                	 
      	
                  7

                
	 
      	
                  d.

                	
                  Operating
      Expenses

                	 
      	
                  8

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              e.

            	
              Review

            	 
      	
              11

            
	 
      	 
      	 
      	 
      	 
      
	
              6.

            	 
      	
              SECURITY
      DEPOSIT

            	 
      	
              11

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Amount
      of
      Deposit

            	 
      	
              11

            
	 
      	
              b.

            	
              Application
      of Deposit

            	 
      	
              11

            
	 
      	
              c.

            	
              Refund
      of Deposit

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      
	
              7.

            	 
      	
              SERVICES
      BY LANDLORD

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Base
      Services

            	 
      	
              12

            
	 
      	
              b.

            	
              Landlord’s
      Maintenance

            	 
      	
              13

            
	 
      	
              c.

            	
              No
      Abatement

            	 
      	
              13

            
	 
      	
              d.

            	
              Tenant’s
      Obligation to Report Defects

            	 
      	
              13

            
	 
      	
              e.

            	
              Limitation
      on Landlord’s Liability

            	 
      	
              13

            
	 
      	 
      	 
      	 
      	 
      
	
              8.

            	 
      	
              TENANT’S
      ACCEPTANCE AND MAINTENANCE OF PREMISES

            	 
      	
              14

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Acceptance
      of
      Premises

            	 
      	
              14

            
	 
      	
              b.

            	
              Move-In
      Obligations

            	 
      	
              14

            
	 
      	
              c.

            	
              Tenant’s
      Maintenance

            	 
      	
              14

            
	 
      	
              d.

            	
              Alterations
      to Premises

            	 
      	
              14

            
	 
      	
              e.

            	
              Restoration
      of Premises

            	 
      	
              15

            
	 
      	
              f.

            	
              Landlord’s
      Performance
      of Tenant’s Obligations

            	 
      	
              15

            
	 
      	
              g.

            	
              Construction
      Liens

            	 
      	
              16

            
	 
      	
              h.

            	
              Communications
      Compliance

            	 
      	
              16

            
	 
      	
              i.

            	
              Landlord’s
      Representations and
      Warranties

            	 
      	
              17

            
	 
      	 
      	 
      	 
      	 
      
	
              9.

            	 
      	
              PROPERTY
      OF TENANT

            	 
      	
              17

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Property
      Taxes

            	 
      	
              17

            
	 
      	
              b.

            	
              Removal

            	 
      	
              17

            
	 
      	
              c.

            	
              Waiver

            	 
      	
              17

            
	 
      	 
      	 
      	 
      	 
      
	
              10.

            	 
      	
              SIGNS

            	 
      	
              18

            
	 
      	 
      	 
      	 
      	 
      
	
              11.

            	 
      	
              ACCESS
      TO PREMISES

            	 
      	
              18

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Tenant’s
      Access

            	 
      	
              18

            
	 
      	
              b.

            	
              Landlord’s
      Access

            	 
      	
              18

            
	 
      	
              c.

            	
              Emergency
      Access

            	 
      	
              18

            
	 
      	 
      	 
      	 
      	 
      
	
              12.

            	 
      	
              TENANT’S
      COMPLIANCE

            	 
      	
              18

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Laws

            	 
      	
              18

            
	 
      	
              b.

            	
              Rules
      and
      Regulations

            	 
      	
              19

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              13.

            	 
      	
              ADA
      COMPLIANCE

            	 
      	
              19

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Tenant’s Compliance

            	 
      	
              19

            
	 
      	
              b.

            	
              Landlord’s
      Compliance

            	 
      	
              19

            
	 
      	
              c.

            	
              ADA
      Notices

            	 
      	
              19

            
	 
      	 
      	 
      	 
      	 
      
	
              14.

            	 
      	
              INSURANCE
      REQUIREMENTS

            	 
      	
              19

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Tenant’s Liability
      Insurance

            	 
      	
              19

            
	 
      	
              b.

            	
              Tenant’s
      Property Insurance

            	 
      	
              20

            
	 
      	
              c.

            	
              Certificates
      of Insurance

            	 
      	
              20

            
	 
      	
              d.

            	
              Insurance
      Policy Requirements

            	 
      	
              20

            
	 
      	
              e.

            	
              Landlord’s
      Property Insurance

            	 
      	
              20

            
	 
      	
              f.

            	
              Mutual
      Waiver of Subrogation

            	 
      	
              20

            
	 
      	 
      	 
      	 
      	 
      
	
              15.

            	 
      	
              INDEMNITY

            	 
      	
              21

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Indemnity

            	 
      	
              21

            
	 
      	
              b.

            	
              Defense
      Obligation

            	 
      	
              21

            
	 
      	
              c.

            	
              Landlord’s
      Indemnity

            	 
      	
              21

            
	 
      	 
      	 
      	 
      	 
      
	
              16.

            	 
      	
              QUIET
      ENJOYMENT

            	 
      	
              21

            
	 
      	 
      	 
      	 
      	 
      
	
              17.

            	 
      	
              SUBORDINATION;
      ATTORNMENT; NON-DISTURBANCE;
      AND
      ESTOPPEL
      CERTIFICATE

            	 
      	
              22

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Subordination
      and Attornment

            	 
      	
              22

            
	 
      	
              b.

            	
              Non-Disturbance

            	 
      	
              22

            
	 
      	
              c.

            	
              Estoppel
      Certificates

            	 
      	
              22

            
	 
      	 
      	 
      	 
      	 
      
	
              18.

            	 
      	
              ASSIGNMENT
      - SUBLEASE

            	 
      	
              23

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Landlord
      Consent

            	 
      	
              23

            
	 
      	
              b.

            	
              Definition
      of
      Assignment

            	 
      	
              23

            
	 
      	
              c.

            	
              Permitted
      Assignments/Subleases

            	 
      	
              23

            
	 
      	
              d.

            	
              Notice
      to
      Landlord

            	 
      	
              23

            
	 
      	
              e.

            	
              Prohibited
      Assignments/Subleases

            	 
      	
              23

            
	 
      	
              f.

            	
              Limitation
      on
      Rights
      of Assignee/Sublessee

            	 
      	
              24

            
	 
      	
              g.

            	
              Tenant
      Not Released

            	 
      	
              24

            
	 
      	
              h.

            	
              Landlord’s
      Right to
      Collect Sublease Rents upon Tenant Default

            	 
      	
              24

            
	 
      	
              i.

            	
              Excess
      Rents

            	 
      	
              24

            
	 
      	
              j.

            	
              Landlord’s
      Fees

            	 
      	
              24

            
	 
      	
              k.

            	
              Unauthorized
      Assignment or
      Sublease

            	 
      	
              24

            
	 
      	 
      	 
      	 
      	 
      
	
              19.

            	 
      	
              DAMAGES
      TO PREMISES

            	 
      	
              24

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Landlord’s
      Restoration
      Obligations

            	 
      	
              24

            
	 
      	
              b.

            	
              Termination
      of Lease by Landlord

            	 
      	
              25

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              c.

            	
              Termination
      of Lease by
      Tenant

            	 
      	
              25

            
	 
      	
              d.

            	
              Tenant’s
      Restoration Obligations

            	 
      	
              25

            
	 
      	
              e.

            	
              Rent
      Abatement

            	 
      	
              25

            
	 
      	
              f.

            	
              Waiver
      of Claims

            	 
      	
              25

            
	 
      	 
      	 
      	 
      	 
      
	
              20.

            	 
      	
              EMINENT
      DOMAIN

            	 
      	
              26

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Effect
      on
      Lease

            	 
      	
              26

            
	 
      	
              b.

            	
              Right
      to
      Condemnation Award

            	 
      	
              26

            
	 
      	 
      	 
      	 
      	 
      
	
              21.

            	 
      	
              ENVIRONMENTAL
      COMPLIANCE

            	 
      	
              26

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Environmental
      Laws

            	 
      	
              26

            
	 
      	
              b.

            	
              Tenant’s
      Responsibility

            	 
      	
              26

            
	 
      	
              c.

            	
              Tenant’s
      Liability

            	 
      	
              27

            
	 
      	
              d.

            	
              Limitation
      on Tenant’s Liability

            	 
      	
              27

            
	 
      	
              e.

            	
              Inspections
      by Landlord

            	 
      	
              27

            
	 
      	
              f.

            	
              Landlord’s
      Liability

            	 
      	
              27

            
	 
      	
              g.

            	
              [Title]

            	 
      	
              28

            
	 
      	
              h.

            	
              Property

            	 
      	
              28

            
	 
      	
              i.

            	
              Liability
      After Termination of Lease

            	 
      	
              28

            
	 
      	 
      	 
      	 
      	 
      
	
              22.

            	 
      	
              DEFAULT

            	 
      	
              28

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Tenant’s
      Default

            	 
      	
              28

            
	 
      	
              b.

            	
              Landlord’s
      Remedies

            	 
      	
              29

            
	 
      	
              c.

            	
              Landlord’s
      Expenses;
      Attorneys Fees

            	 
      	
              29

            
	 
      	
              d.

            	
              Remedies
      Cumulative

            	 
      	
              29

            
	 
      	
              e.

            	
              No
      Accord and
      Satisfaction

            	 
      	
              30

            
	 
      	
              f.

            	
              No
      Reinstatement

            	 
      	
              30

            
	 
      	
              g.

            	
              Summary
      Ejectment

            	 
      	
              30

            
	 
      	
              h.

            	
              Landlord
      Default

            	 
      	
              30

            
	 
      	 
      	 
      	 
      	 
      
	
              23.

            	 
      	
              MULTIPLE
      DEFAULTS

            	 
      	
              30

            
	 
      	 
      	 
      	 
      	 
      
	
              24.

            	 
      	
              BANKRUPTCY

            	 
      	
              31

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Trustee’s
      Rights

            	 
      	
              31

            
	 
      	
              b.

            	
              Adequate
      Assurance

            	 
      	
              31

            
	 
      	
              c.

            	
              Assumption
      of Lease Obligations

            	 
      	
              31

            
	 
      	 
      	 
      	 
      	 
      
	
              25.

            	 
      	
              NOTICES

            	 
      	
              31

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Addresses

            	 
      	
              31

            
	 
      	
              b.

            	
              Form;
      Delivery; Receipt

            	 
      	
              32

            
	 
      	
              c.

            	
              Address
      Changes

            	 
      	
              32

            
	 
      	
              d.

            	
              Notice
      by Legal Counsel

            	 
      	
              32

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              26.

            	 
      	
              HOLDING
      OVER

            	 
      	
              32

            
	 
      	 
      	 
      	 
      	 
      
	
              27.

            	 
      	
              RIGHT
      TO RELOCATE

            	 
      	
              32

            
	 
      	 
      	 
      	 
      	 
      
	
              28.

            	 
      	
              BROKER’S
      COMMISSIONS

            	 
      	
              32

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Broker

            	 
      	
              32

            
	 
      	
              b.

            	
              Landlord’s
      Obligation

            	 
      	
              32

            
	 
      	
              c.

            	
              Indemnity

            	 
      	
              32

            
	 
      	 
      	 
      	 
      	 
      
	
              29.

            	 
      	
              MISCELLANEOUS

            	 
      	
              33

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              No
      Agency

            	 
      	
              33

            
	 
      	
              b.

            	
              Force
      Majeure

            	 
      	
              33

            
	 
      	
              c.

            	
              Building
      Standard Improvements

            	 
      	
              33

            
	 
      	
              d.

            	
              Limitation
      on Damages

            	 
      	
              33

            
	 
      	
              e.

            	
              Satisfaction
      of Judgments
      Against Landlord

            	 
      	
              33

            
	 
      	
              f.

            	
              Interest

            	 
      	
              33

            
	 
      	
              g.

            	
              Legal
      Costs

            	 
      	
              33

            
	 
      	
              h.

            	
              Sale
      of
      Premises or Building

            	 
      	
              33

            
	 
      	
              i.

            	
              Time
      of the Essence

            	 
      	
              34

            
	 
      	
              j.

            	
              Transfer
      of Security Deposit

            	 
      	
              34

            
	 
      	
              k.

            	
              Tender
      of Promises

            	 
      	
              34

            
	 
      	
              l.

            	
              Tenant’s
      Financial Statements

            	 
      	
              34

            
	 
      	
              m.

            	
              Recordation

            	 
      	
              34

            
	 
      	
              n.

            	
              Partial
      Invalidity

            	 
      	
              34

            
	 
      	
              o.

            	
              Binding
      Effect

            	 
      	
              34

            
	 
      	
              p.

            	
              Entire
      Agreement

            	 
      	
              34

            
	 
      	
              q.

            	
              Good
      Standing

            	 
      	
              34

            
	 
      	
              r.

            	
              Terminology

            	 
      	
              35

            
	 
      	
              s.

            	
              Headings

            	 
      	
              35

            
	 
      	
              t.

            	
              Choice
      of Law

            	 
      	
              35

            
	 
      	
              u.

            	
              Effective
      Date

            	 
      	
              35

            
	 
      	
              v.

            	
              Generator
      License Agreement and Satellite Antenna
    Agreement

            	 
      	
              35

            
	 
      	
              w.

            	
              Confidentiality

            	 
      	
              35

            
	 
      	 
      	 
      	 
      	 
      
	
              30.

            	 
      	
              OPTIONS
      TO RENEW LEASE TERM

            	 
      	
              35

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Option
      to Extend

            	 
      	
              35

            
	 
      	
              b.

            	
              Exercise
      of Option

            	 
      	
              36

            
	 
      	
              c.

            	
              Term

            	 
      	
              36

            
	 
      	
              d.

            	
              Suspension
      of Renewal Option
      on Transfer
      by Tenant

            	 
      	
              36

            
	 
      	
              e.

            	
              Base
      Rent
      for Renewal Lease
      Term

            	 
      	
              36

            
	 
      	 
      	 
      	 
      	 
      
	
              31.

            	 
      	
              EXPANSION
      OPTIONS OF TENANT

            	 
      	
              38

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              a.

            	
              Right
      of
      First Refusal

            	 
      	
              38

            
	 
      	
              b.

            	
              Other
      Tenant
      Leases

            	 
      	
              38

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              c.

            	
              Exercise
      of
      Right of First Refusal

            	 
      	
              38

            
	 
      	
              d.

            	
              Contingency

            	 
      	
              39

            
	 
      	
              e.

            	
              Rent
      and
      Term

            	 
      	
              39

            
	 
      	
              f.

            	
              Improvement
      Allowance

            	 
      	
              39

            
	 
      	
              g.

            	
              Space
      in Other Buildings

            	 
      	
              39

            
	 
      	 
      	 
      	 
      	 
      
	
              32.

            	 
      	
              ASSIGNMENT
      AND ASSUMPTION OF TENANT’S EXISTING LEASE

            	 
      	
              40

            
	 
      	 
      	 
      	 
      	 
      
	
              33.

            	 
      	
              EXHIBITS

            	 
      	
              41

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    State
of Tennessee:

    County
of Davidson:

     

    OFFICE
LEASE

     

                          THIS
LEASE (“Lease”), made this 17th day of
February, 2003 by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North
Carolina limited partnership (“Landlord”) and ICON CLINICAL RESEARCH, INC., a
Pennsylvania corporation (“Tenant”), provides as follows:

     

             
 1.         BASIC DEFINITIONS AND
PROVISIONS. The following basic definitions and provisions apply to
this Lease:

    
      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                a.

              	
                Premises.

              	 
      	
                Rentable
      Square Feet:

              	 
      	
                Initial
      Premises: 70,000

                Swing
      Premises: 11,891

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Suite:

                Building:

                Street
      Address:

                City/County:

                State/Zip
      Code:

              	 
      	
                Entire
      3rd, 4th and 5th Floors

                Seven
      Springs I

                320
      Seven Springs Way

                Brentwood,
      Davidson

                Tennessee,
      37027

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                b.

              	
                Term.

              	 
      	
                Number
      of Months:

                Commencement
      Date:

              	 
      	
                120

                July
      1, 2003, subject to adjustment

                under
      Section 3(b)

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Expiration
      Date:

              	 
      	
                June
      30, 2013, subject to adjustment

                under
      Section 3(b)

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                c.

              	
                Permitted
      Use.

              	 
      	
                General
      office space and data center space, including without limitation a
      raised-floor computer area, FM 200 fire suppression system, a supplemental
      HVAC system and structural improvements sufficient to support a movable
      file system

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                d.

              	
                Occupancy
      Limitation.

              	 
      	
                No
      more than 5.3 persons per one thousand (1,000) rentable square
      feet.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                e.         Base Rent. The minimum base
rent for the Term is $18,609,151.44, payable in monthly installments on the 1st
day of each month in accordance with the following Base Rent Schedule:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	

                                    MONTHS

                                  	 	 	

                                    MONTHLY
      RENT

                                  	 	 	

                                    $/SQ.
      FT.

                                  	 	 	

                                    CUMULATIVE
      RENT

                                  
	 
      	 	 	 
      	 	 	 
      	 	 	 
      
	
                                    01-12

                                  	 	 	
                                    $124,016.67

                                  	 
      	 	 	
                                    $21.26

                                  	 	 	
                                    $1,488,200.04

                                  
	
                                    13-24

                                  	 	 	
                                    $147,062.59

                                  	 
      	 	 	
                                    $21.55

                                  	 	 	
                                    $1,764,751.08

                                  
	
                                    25-36

                                  	 	 	
                                    $149,928.77

                                  	 
      	 	 	
                                    $21.97

                                  	 	 	
                                    $1,799,145.24

                                  
	
                                    37-48

                                  	 	 	
                                    $152,794.96

                                  	 
      	 	 	
                                    $22.39

                                  	 	 	
                                    $1,833,539.52

                                  
	
                                    49-60

                                  	 	 	
                                    $155,661.14

                                  	 
      	 	 	
                                    $22.81

                                  	 	 	
                                    $1,867,933.68

                                  
	
                                    61-72

                                  	 	 	
                                    $158,527.33

                                  	 
      	 	 	
                                    $23.23

                                  	 	 	
                                    $1,902,327.96

                                  
	
                                    73-84

                                  	 	 	
                                    $161,393,51

                                  	 
      	 	 	
                                    $23.65

                                  	 	 	
                                    $1,936,722.12

                                  
	
                                    85-96

                                  	 	 	
                                    $164,259.70

                                  	 
      	 	 	
                                    $24.07

                                  	 	 	
                                    $1,971,116.40

                                  
	
                                    97-108

                                  	 	 	
                                    $167,125.88

                                  	 
      	 	 	
                                    $24.49

                                  	 	 	
                                    $2,005,510.56

                                  
	
                                    109-120

                                  	 	 	
                                    $169,992.07

                                  	 
      	 	 	
                                    $24.91

                                  	 	 	
                                    $2,039,904.84

                                  
	
                                    BASE
      RENT:

                                  	 	 	 
      	 
      	 	 	 
      	 	 	
                                    $18,609,151.44

                                  
	 
      	 	 	 
      	 
      	 	 	 
      	 	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          	 
      	 
      	 
      	 
      
	 
      	
                  f.

                	
                  Rent Payment
      Address.

                	
                  Highwoods
      Realty Limited Partnership

                  P.O.
      Box 409355

                  Atlanta,
      GA 30384

                  Tax
      ID# 56-1869557

                
	 
      	 
      	 
      	 
      
	 
      	
                  g.

                	
                  Security
      Deposit.

                	
                  $155,076.26

                
	 
      	 
      	 
      	 
      
	 
      	
                  h.

                	
                  Business
      Hours.

                	
                  7:00
      A.M. to 6:00 P.M. Monday through Friday (excluding National and State
      Holidays).

                
	 
      	 
      	 
      	 
      
	 
      	
                  i.

                	
                  Electrical
      Service.

                	
                  No
      more than five (5) watts per useable square foot for convenience outlets
      and lighting.

                
	 
      	 
      	 
      	 
      
	 
      	
                  j.

                	
                  After Hours HVAC
      Rate.

                	
                  $25.00
      per hour, per zone, with a minimum of two (2) hours per
      occurrence.

                
	 
      	 
      	 
      	 
      
	 
      	
                  k.

                	
                  Parking.

                	
                  Unreserved;
      not less than 4.5 spaces per 1,000 rentable square
feet.

                
	 
      	 
      	 
      	 
      
	 
      	
                  l.

                	
                  Construction
      Fee.

                	
                  The
      Construction Supervision Fee for alterations is three percent (3%) of the
      cost of the work. The construction supervision fee for Tenant Improvements
      is set forth in the Workletter attached as Exhibit
    B.

                
	 
      	 
      	 
      	 
      
	 
      	
                  m.

                	
                  Notice
      Addresses.

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  LANDLORD:

                	
                  HIGHWOODS
      REALTY LIMITED

                  PARTNERSHIP

                  c/o
      Highwoods Properties, Inc.

                  3100
      Smoketree Court, Suite 600

                  
                    Raleigh,
      North Carolina 27604

                    Attn:
      Manager, Lease Administration

                    Facsimile
      #:
919/876-2448

                  

                


        

      

    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	 
      	 
      	 
      
	 
      	 
      	
                    with
      a copy to:

                  	
                    Highwoods
      Properties, Inc.

                    2120
      West End Avenue

                    Suite
      100

                    Nashville,
      TN 37203

                    Facsimile:
      615-320-5607

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    TENANT:

                  	
                    Icon
      Clinical Research Inc.

                    212
      Church Road

                    North
      Wales, Pennsylvania 19454

                    Attn:     
      Ms. Lois Valentine and

                                  Mr.
      David Peters

                    Facsimile
      #:215-616-3089

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    with
      a copy to:

                  	
                    Stephan
      K. Pahides, Esquire

                    McCausland,
      Keen & Buckman

                    Radnor
      Court, Suite 160

                    259
      N. Radnor-Chester Road

                    Radnor,
      PA 19087

                    Facsimile:
      610-341-1099

                  
	 
      	 
      	 
      	 
      
	 
      	
                    n.

                  	
                    Broker.

                  	
                    Julien
      J. Studley, Inc.

                    3390
      Peachtree Road, NE #800

                    Atlanta,
      GA 30326

                    Facsimile
      #: 404-467-0710

                  


          

        

      

    

     

              2.          LEASED
PREMISES.

     

              a.          Premises. Landlord leases to
Tenant and Tenant leases from Landlord the Initial Premises identified in
Section 1.a and as more particularly shown on Exhibit A, attached hereto. On
the first anniversary of the Commencement Date, the Swing Premises, as more
particularly shown on Exhibit
A-1 attached hereto, shall be and become a part of the Premises, without
the need for any further action by Tenant or Landlord. As to Tenant’s right to
use and obligation set forth herein with respect to the Swing Premises, from and
after the first anniversary of the Commencement Date, the term “Premises” shall
refer collectively to the Initial Premises and the Swing
Premises.

     

              b.          Rentable Square Foot
Determination. The parties acknowledge
that the square foot measurements of the Initial Premises and Swing Premises are
as shown above.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

              c.          Common Areas. Tenant shall
have non-exclusive right to use and access the Common Areas of Seven Springs I
(the “Building”). The common areas generally include space that is not included
in portions of the Building set aside for leasing to tenants or reserved for
Landlord’s exclusive use, and include entrances, hallways, lobbies, elevators,
restrooms, walkways, driveways, parking areas and plazas (“Common Areas”).
Landlord has the exclusive right to (i) designate the Common Areas, (ii) change
the designation of any Common Area and otherwise modify the Common Areas, and
(iii) permit special use of the Common Areas, including temporary exclusive use
for special occasions; provided, that (a) no such change shall materially
adversely affect Tenant, its access to the Building or the Premises, Tenant’s
use and occupancy of the Premises (or the conduct of its business therein) or
the exercise or realization of Tenant’s other rights under this Lease, and (b)
no such change in or to the parking areas serving the Building shall be made in
violation of Section 4.d hereof. Tenant shall not interfere with the rights of
others to use the Common Areas. All use of the Common Areas shall be subject to
the Rules and Regulations promulgated by Landlord. Tenant shall also have the
nonexclusive right to use and access all common driveways, walkways and plaza of
the Seven Springs office campus of which the Building is a part, as shown on the
site plan attached hereto as Exhibit J (as now or hereafter existing, the
“Office Campus”), to the extent controlled by Landlord or as permitted by any
applicable easements, subject to the Rules and Regulations and the rights of
others and shall have unimpeded access between the Premises and a public
road.

     

              3.          TERM.

     

              a.          Commencement and Expiration
Dates. The Lease Term commences on Commencement Date and expires on the
Expiration Date, as set forth in Section 1.b.

     

              b.          Adjustments to Commencement
Date. The
Commencement Date shall be adjusted as follows:

    
      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                i.

              	
                If
      Tenant requests possession of the Premises prior to the Commencement Date,
      and Landlord consents, the Commencement Date shall be the date of
      possession, provided, however, that, absent such a request by Tenant,
      Landlord agrees that the Commencement Date shall be the date that is
      twenty-one (21) days after possession shall be given to Tenant, during
      which time Tenant may install telephones, computers, fixtures, furniture
      and equipment.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                ii.

              	
                If
      Landlord, for any reason, cannot deliver possession of the Premises to
      Tenant on the projected commencement date set forth in Section 1.b, then
      the Commencement Date, Expiration Date, and all other dates that may be
      affected by their change, shall be revised to conform to the date of
      Landlord’s delivery of possession of the Premises to Tenant plus
      twenty-one (21) days. Any such delay shall not relieve Tenant of its
      obligations under this Lease, and neither Landlord nor Landlord’s agents
      shall be liable to Tenant for any loss or damage resulting from the delay
      in delivery of possession, except as provided
  below.

              


      

    


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

              c.          Termination by Tenant for Failure to
Deliver Possession. In the event Landlord is unable to deliver possession
of the Initial Premises as required herein within sixty (60) days after the
projected Commencement Date set forth in Section 1.b due to any reason other
than an Excused Delay (“Landlord Delay”), Tenant shall receive for each day past
the projected commencement date, until Landlord does deliver possession of the
Premises as required herein, an abatement of Base Rent for each day of Landlord
Delay, which abatement shall be taken commencing on the Commencement Date. In
the event Landlord is unable to deliver possession of the Premises as required
herein within ninety (90) days after the projected Commencement Date set forth
in Section 1.b (excluding any delays resulting from force majeure or caused by
Tenant –
“Excused Delays”), then Tenant may terminate this Lease by giving notice to
Landlord within one hundred (100) days of the projected Commencement Date
(excluding Excused Delays). Tenant may not terminate the Lease, however, if
Tenant has taken possession of any part of the Premises.

     

              d.          Delivery of Possession. Unless
otherwise specified in the Workletter attached as Exhibit B, “delivery of
possession” of the Initial Premises shall mean, following Landlord’s completion
of the Work, the earlier of: (i) the date Landlord has the Initial Premises
ready for occupancy by Tenant as evidenced by a permanent or temporary
Certificate of Occupancy issued by a proper governmental authority, and (ii) the
date Landlord could have had the Initial Premises ready had there been no Delays
attributable to Tenant, including without limitation Tenant’s failure to obtain
permits and install low voltage equipment and to install modular furnishings. In
the event a temporary Certificate of Occupancy is issued, Landlord shall
complete all requirements set forth in such temporary Certificate of Occupancy
within the time limits required thereby. Landlord shall provide notice to Tenant
that Landlord is making delivery of possession on the date that delivery of
possession occurs.

     

              e.          Right to Occupy. Tenant shall not occupy
the Initial Premises until Tenant has complied with all of the following
requirements to the extent applicable under the terms of this Lease: (i)
delivery of all certificates of insurance, (ii) payment of Security Deposit,
(iii) execution and delivery of any required Guaranty of Lease, and (iv) if
Tenant is an entity, receipt of a good standing certificate from the State where
it was organized and a certificate of authority to do business in the State in
which the Premises are located (if different). Tenant’s failure to comply with
these (or any other conditions precedent to occupancy under the terms of this
Lease) shall not delay the Commencement Date.

     

              f.          Commencement Agreement. The Commencement Date,
Term, and Expiration Date shall be set forth in a Commencement Agreement similar
to Exhibit D, attached
hereto, to be prepared by Landlord and executed by the parties after the
Commencement Date.

     

              4.          USE.

     

              a.          Permitted Use. The Premises
may be used only for general office purposes and data center in connection with
Tenant’s Permitted Use as defined in Section 1c and in accordance with the
Occupancy Limitation as set forth in Section 1d (“Permitted
Use”).

     

              b.          Prohibited Uses. Tenant shall
not use the Premises:

    
      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                i.

              	
                In
      violation of any restrictive covenants which apply to the
      Premises;

              


      

    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ii.

                	
                  In
      any manner that constitutes a nuisance or trespass;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  iii.

                	
                  In
      any manner which increases any insurance premiums, or makes such insurance
      unavailable to Landlord on the Building; provided that, in the event of an
      increase in Landlord’s insurance premiums which results from Tenant’s use
      of the Premises in any manner in
      violation of this Lease, Landlord may elect to permit the use and charge
      Tenant for the increase in premiums, and Tenant’s failure to pay Landlord,
      on demand, the amount of such Increase shall be an event of
      default;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  iv.

                	
                  In
      any manner that creates unusual demands for electricity, heating or air
      conditioning without the consent of Landlord as provided hereinbelow in
      Section 4.c.; or

                
	 	 	 	 
	 
      	 
      	
                  v.

                	
                  For
      any purpose except the Permitted Use, unless consented to by Landlord in
      writing.

                


        

      

    

     

    Landlord
represents and acknowledges that Tenant’s use of the Premises for the Permitted
Use shall not cause a violation of any restrictive covenants which apply to the
Premises.

     

              c.          Prohibited Equipment in
Premises. Tenant shall not
install any equipment in the Premises that places unusual demands on the
electrical, heating or air conditioning systems (“High Demand Equipment”)
without Landlord’s prior written consent. No such consent will be given if
Landlord determines, in its opinion, that such equipment may not be safely used
in the Premises or that electrical service is not adequate to support the
equipment. Landlord’s consent may be conditioned, without limitation, upon
separate metering of the High Demand Equipment and Tenant’s payment of all
actual and reasonable engineering, equipment, installation, maintenance, removal
and restoration costs and utility charges associated with the High Demand
Equipment and the separate meter incurred by Landlord. If High Demand Equipment
used in the Premises by Tenant affect the temperature otherwise maintained by
the heating and air conditioning system, Landlord shall have the right to
install supplemental air conditioning units in the Premises with the actual and
reasonable cost of engineering; installation, operation and maintenance of the
units to be paid by Tenant. All costs and expenses relating to High Demand
Equipment and Landlord’s reasonable administrative costs (such as reading meters
and calculating invoices) shall be Additional Rent, payable by Tenant upon
demand. Tenant shall not operate any electrical device (other than normal office
equipment) that may emanate waves that could unreasonably and materially
interfere with or impair radio or television broadcasting or reception from or
in the Building.

     

              d.          Parking. At all times during the
term of this Lease, Landlord shall maintain on the property on which the
Building is located, available 24 hours a day, seven days a week (without
charge), parking spaces equal to at least 4.5 spaces per 1,000 rentable square
feet in the Building, and Tenant shall have the nonexclusive right to use such
spaces, together with the employees, invitees, contractors and guests of those
parties with possessory rights or managerial duties in the Building and Tenant
shall have parking rights as set forth in Section 1k of this Lease. If during
the Lease Term Landlord offers reserved parking to any tenant in the Building,
Tenant shall be entitled to reserve parking in similar locations and in the same
ratio of rentable square feet of leased premises to reserved parking spaces as
afforded such other tenant.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

              5.          RENT.

     

              a.          Payment Obligations. Tenant shall pay Base
Rent and Additional Rent (collectively, “Rent”) on or before the first day of
each calendar month during the Term, as follows:

    
      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                i.

              	
                Rent
      payments shall be sent to the Rent Payment Address set forth in Section
      1f.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                ii.

              	
                Rent
      shall be paid without previous demand or notice and without set off or
      deduction. Except as otherwise specifically provided, Tenant’s obligation
      to pay Rent under this Lease is completely separate and independent from
      any of Landlord’s obligations under this Lease.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                iii.

              	
                If
      the Term commences on a day other than the first day of a calendar month,
      then Rent for such month shall be (i) prorated for the period between the
      Commencement Date and the last day of the month in which the Commencement
      Date falls, and (ii) due and payable on the Commencement
    Date.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                iv.

              	
                For
      each Rent payment that is due on a monthly basis and that Landlord
      receives after the fifth (5th) day of the month, Landlord shall be
      entitled to all default remedies provided under the terms of this Lease,
      and a late charge in the amount of five percent (5%) of all Rent due
      for such month.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                v.

              	
                If
      Landlord presents Tenant’s check to any bank and Tenant has insufficient
      funds to pay for such check, then Landlord shall be entitled to all
      default remedies provided under the terms of this Lease and the maximum
      lawful bad check fee or five percent (5%) of the amount of such check,
      whichever amount is less.

              


      

    

     

              b.          Base Rent. Tenant shall pay
Base Rent as set forth in Section 1e.

     

              c.          Additional Rent. In addition to Base Rent,
Tenant shall pay as rent all sums and charges due and payable by Tenant under
this Lease (“Additional Rent”), including, but not limited to, the
following:

    
      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                i.

              	
                Tenant’s
      Proportionate Share of the increase in Landlord’s Operating Expenses as
      set forth below in Section 5.d;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                ii.

              	
                Any
      sales or use tax imposed on rents collected by Landlord or any tax on
      rents in lieu of ad valorem taxes on the Building, even though laws
      imposing such taxes attempt to require Landlord to pay the same; provided,
      however, if any such sales or use tax are imposed on Landlord and Landlord
      is prohibited by applicable law from collecting the amount of such tax
      from Tenant as Additional Rent, then Landlord, upon sixty (60) days prior
      notice to Tenant, may terminate this Lease;
and

              


      

    


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

    


    
      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                iii.

              	
                Any
      construction supervision fees in connection with the construction of
      Tenant Improvements or alterations to the
  Premises.

              


      

    

     

              d.          Operating Expenses. For each
Calendar Year (as hereinafter defined) during the Term after 2004, Tenant agrees
to pay to Landlord, as Additional Rent, in monthly installments, Tenant’s
Proportionate Share of any increase in Operating Expenses (as hereinafter
defined) incurred by Landlord’s operation or maintenance of the Building, above
$5.80 per rentable square foot of the Building (the “Expense Stop”). So long as
the Operating Expenses of the Building do not exceed the Expense Stop, Tenant
shall pay no Proportionate Share.

     

                        If
during any Calendar Year the occupancy of rentable area in the Building is less
than 95% full, then Operating Expenses (as hereinafter defined), for variable
costs only, will be adjusted for such Calendar Year as though at least 95% of
the rentable area had been occupied. Tenant’s Proportionate Share shall be
calculated by dividing the rentable square feet of the Premises at the beginning
of such Calendar Year by approximately 129,900 net rentable square feet of the
Building, which as of the Commencement Date equals 53.89%, and as of January 1,
2004, shall equal 62.99%.

     

                        For
the Calendar Year commencing on January 1, 2005 and for each
Calendar Year thereafter during the Term, Landlord shall estimate the amount the
Operating Expenses shall increase for such Calendar Year above the Expense Stop.
Landlord shall send to Tenant on or before March 1 of each such year a written
statement of the amount of Tenant’s Proportionate Share of any estimated
increase in Operating Expenses and Tenant shall pay to Landlord, monthly or
annually, Tenant’s Proportionate Share of such increase in Operating Expenses.
Within ninety (90) days after the end of each Calendar Year, Landlord shall send
a copy of the Annual Statement to Tenant. Pursuant to the Annual Statement,
Tenant shall pay to Landlord Tenant’s proportionate share of Operating Expense
as owed or Landlord shall adjust Tenant’s Rent payments if Landlord owes Tenant
a credit. After the Expiration Date or any termination of this Lease, Landlord
shall send Tenant the final Annual Statement for the Term, and Tenant shall pay
to Landlord Additional Rent as owed or if Landlord owes Tenant a credit, then
Landlord, promptly, but in any event within sixty (60) days, shall pay Tenant a
refund. If there is a decrease in Operating Expenses in any year below Expense
Stop then no additional rent shall be due on account of Operating Expenses, but
Tenant shall not be entitled to any credit, refund or other payment that would
reduce the amount of other additional rent or Base Rent owed. If this Lease
expires or terminates on a day other than the December 31, then Additional Rent
shall be prorated on a 365-day Calendar Year (or 366 if a leap year). All
payments or adjustments for Additional Rent shall be made within thirty (30)
days after the applicable Statement is sent to Tenant.


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

                        The
term “Calendar Year” shall mean each of the twelve month periods (or any portion
thereof) during the Term beginning on January 1 and ending on the next following
December 31.

     

                        The
term “Operating Expenses” shall mean all direct costs incurred by Landlord in
the provision of services to tenants and in the operation, repair and
maintenance of the Building and Common Areas (on a proportionate basis allocated
to the Building as to common areas serving the Office Campus) as determined by
generally accepted accounting principles, including, but not limited to ad
valorem real and personal property taxes assessed on the Building and the land
on which it is located (provided, however, in the event the Building is not
located on a tax parcel separate from other buildings on the Office Campus,
taxes included in the Operating Expenses shall be limited to the percentage of
the land within such tax parcel reasonably allocated to the Building), hazard
and liability insurance premiums, utilities, heat, air conditioning, janitorial
service, labor, materials, supplies, equipment and tools, permits, licenses,
inspection fees, management fees (on an annual basis not to exceed four percent
(4%) of the Rent (minus an amount equal to $2.90 times the rentable square feet
of the Premises), and common area expenses; provided, however, the term
“Operating Expenses” shall not include depreciation on the Building or equipment
therein, interest, executive salaries, real estate brokers’ commissions, or
other expenses that do not relate to the operation of the Building. The annual
statement of Operating Expenses shall be accounted for and reported in
accordance with generally accepted accounting principles (the “Annual
Statement”). In addition, “Operating Expenses” shall not include any of the
following:

     

                        (i)           Leasing
commissions, attorneys’ fees, costs, disbursements and other expenses incurred
by Landlord or its agents in connection with negotiations for leases with
tenants, other occupants or prospective tenants or other occupants of the
Building, and similar costs incurred in connection with disputes with and/or
enforcement of any lease with tenants, other occupants, or prospective tenants
or other occupants of the Building;

     

                        (ii)           “Tenant
allowances”, “tenant concessions”, work letter payments, and other costs or
expenses (including permit, license and inspection fees) incurred in completing,
fixturing, furnishing, renovating or otherwise improving, decorating or
redecorating space for tenants or other occupants of the Building, or vacant,
leasable space in the Building, including space planning/interior design fees
for same;

     

                       
 (iii)         Depreciation
and other “non-cash” expense items;

     

                       (iv)         Services,
items and benefits for which Tenant or any other tenant or occupant of the
Building specifically reimburses Landlord;

     

                       (v)          Costs
or expenses (including fines, penalties and legal fees) incurred due to the
violation by Landlord of any terms and conditions of this Lease or of the leases
of other tenants in the Building, that would not have incurred but for such
violation by Landlord;

     

                        (vi)        Penalties
for late payment of any Operating Expenses by Landlord, including, without
limitation, with respect to taxes, equipment leases, etc.;


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

                        (vii)         Payments
in respect of overhead and/or profit to any subsidiary or affiliate of Landlord,
as a result of a non-competitive selection process for services (other than the
management fee) on or to the Building, or for goods, supplies or other
materials, to the extent that the costs of such services, goods, supplies or
materials exceed the costs that would have been paid if the services, goods,
supplies or materials had been provided by parties unaffiliated with Landlord,
of similar skill, competence and experience, on a competitive
basis;

     

                        (viii)        Payments
of principal, finance charges or interest on debt or amortization on any deed of
trust or other debt encumbering the Building, and rental payments (or increases
in same) under any ground or underlying lease or leases encumbering the Building
(except to the extent the same may be made to pay or reimburse property
taxes);

     

                        (ix)          The
costs of any “tax fees” or one-time lump sum sewer, water or other utility
connection or tapping fees for the Building;

     

                        (x)           Rentals
and other related expenses, if any, incurred in leasing air conditioning systems
or other equipment ordinarily considered to be of a capital nature, except
equipment which is used in providing janitorial services and which is not
affixed to the Building and equipment which is leased on a temporary basis in
emergency situations;

     

                        (xi)          Advertising
and promotional expenses;

     

                        (xii)         Costs
or expenses for the acquisition of sculpture, paintings or other works of art,
but not the reasonable expenses of maintaining, repairing and insuring
same;

     

                        (xiii)        Costs
for which Landlord is compensated through or reimbursed by
insurance;

     

                        (xiv)        Contributions
to operating expense reserves (including tax reserves);

     

                        (xv)         Contributions
to political or charitable organizations;

     

                        (xvi)        Costs
incurred in removing the property of former tenants and/or other occupants of
the Building;

     

                        (xvii)       Costs
or fees relating to the defense of Landlord’s title to or interest in the
Building, or any part thereof,

     

                        (xviii)     
Costs or expenses that under generally accepted accounting principles
consistently applied, would be construed as capital expenses; and

     

                        (xix)         Any
other expense which, under generally accepted accounting principles,
consistently applied, would not be considered to be a normal maintenance or
operating expense of the Building or Common Areas.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

            
  e.         Review. If Tenant disputes the
amount of Operating Expenses as set forth in the Annual Statement from the
Landlord, then Tenant may have Landlord’s books and records relating to
Operating Expenses audited by a qualified professional selected by Tenant or by
Tenant itself, provided Tenant gives written notice of the audit within
forty-five (45) days of Tenant’s receipt of the Annual Statement. No subtenant
shall have any right to conduct an audit and no assigns shall conduct an audit
for any period during which such assignee was not in possession of the
Premises.

     

              Books
and records necessary to accomplish any audit permitted under this Section shall
be retained for twelve (12) months after the end of each calendar year, and on
receipt of notice of Tenant’s dispute of the Operating Expenses shall be made
available to Tenant to conduct the audit, which (at Landlord’s option) may be
either at the Premises, at the Landlord’s division office for the area in which
the Premises are located, or at Landlord’s home office in Raleigh, North
Carolina. If Tenant and Landlord dispute the amount of Operating Expenses after
Tenant’s Audit, then Landlord’s independent certified public accountant shall
consult with Tenant’s professional to reconcile any discrepancies.

     

              In
the event that the Tenant elects to have a professional audit Landlord’s
Operating Expenses as provided in this Lease, such audit must be conducted by an
independent nationally or regionally recognized accounting firm that is not
being compensated by Tenant on a contingency fee basis. All information obtained
through such audit as well as any compromise, settlement or adjustment reached
as a result of such audit shall be held in strict confidence by Tenant and its
officers, agents and employees and as a condition to such audit, the Tenant’s
auditor shall execute a written agreement agreeing that the auditor is not being
compensated on a contingency fee basis and that all information obtained through
such audit as well as any compromise, settlement or adjustment reached as a
result of such audit , shall be held in strict confidence and shall not be
revealed in any manner to any person except upon the prior written consent of
the Landlord, which consent may be withheld in Landlord’s sole discretion, or
required pursuant to any litigation between Landlord and Tenant materially
related to the facts disclosed by such audit, or if required by
law.

     

              If
Operating Expenses were overstated by four percent (4%) or more, then Landlord
shall reimburse Tenant for its reasonable audit costs; otherwise, Tenant shall
pay its own costs and shall reimburse Landlord for the reasonable costs of
Landlord’s certified public accountant. Pending resolution of any dispute, the
Tenant shall pay to Landlord the sum so billed by Landlord, subject to ultimate
resolution.

     

              6.         SECURITY
DEPOSIT.

     

             a.         
 Amount of
Deposit. Tenant shall deposit with Landlord a Security Deposit in the
amount set forth in Section 1.g , which sum Landlord shall retain as security
for the performance by Tenant of each of its obligations hereunder. The Security
Deposit shall not bear interest.

     

              b.          Application of Deposit. If
Tenant at any time fails to perform any of its obligations under this Lease,
including its Rent or other payment obligations, its restoration obligations, or
its insurance and indemnity obligations, then Landlord may, at its option, apply
the Security Deposit (or any portion) to cure Tenant’s default or to pay for
damages caused by Tenant’s default. If the Lease has been terminated, then
Landlord may apply the Security Deposit (or any portion) against the damages
incurred as a consequence of Tenant’s breach. The application of the Security
Deposit shall not limit Landlord’s remedies for default under the terms of this
Lease. If Landlord depletes the Security Deposit, in whole or in part, prior to
the Expiration Date or any termination of this Lease, then Tenant, upon notice
from Landlord of such depletion, shall restore immediately the amount so used by
Landlord.


    
      
         


      

      
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              c.          Refund of Deposit. Unless
Landlord uses the Security Deposit to cure a default of Tenant, to pay damages
for Tenant’s breach of the Lease, or to restore the Premises to the condition to
which Tenant is required to leave the Premises upon the expiration or any
termination of the Lease, then Landlord shall, within thirty (30) days after the
Expiration Date or any termination of this Lease, refund to Tenant any funds
remaining in the Security Deposit. Tenant may not credit the Security Deposit
against any month’s Rent.

     

              7.          SERVICES BY
LANDLORD.

     

              a.          Base Services. Provided that
Tenant is not then in default, Landlord shall cause to be furnished, twenty-four
(24) hours a day, seven (7) days a week (unless otherwise provided), to the
Building, or as applicable, the Premises, in common with other tenants the
following services:

    
      
        	 
      	 
      	 
      
	 
      	
                i.

              	
                Cold
      and hot water (if available from city mains) for drinking, lavatory and
      toilet purposes.

              
	 
      	 
      	 
      
	 
      	
                ii.

              	
                Electricity
      (if available from the utility supplier) for the building standard
      fluorescent lighting and for the operation of general office machines,
      such as electric typewriters, desk top computers, dictating equipment,
      adding machines and calculators, and general service non-production type
      office copy machines; provided that Landlord shall have no obligation to
      provide more than the amount of power for convenience outlets and lighting
      as set forth in Section 1i.

              
	 
      	 
      	 
      
	 
      	
                iii.

              	
                Operatorless
      elevator service.

              
	 
      	 
      	 
      
	 
      	
                iv.

              	
                Building
      standard fluorescent lighting composed of 2’ x 4’ fixtures, bulbs and
      ballasts; Tenant shall service, replace and maintain at its own expense
      any incandescent fixtures, table lamps, or lighting other than the
      building standard fluorescent light, and any dimmers or lighting controls
      other than controls for the building standard fluorescent
      lighting.

              
	 
      	 
      	 
      
	 
      	
                v.

              	
                Heating
      and air conditioning for the reasonably comfortable use and occupancy of
      the Premises as set forth on Exhibit F during
      Business Hours as set forth in Section 1h; provided that, heating and
      cooling conforming to any governmental regulation prescribing limitations
      thereon shall be deemed to comply with this
  service.

              


      

    

     

    
      
         


      

      
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                vi.

              	
                After
      Business Hours, weekend and holiday heating and air conditioning at the
      After Hours HVAC rate set forth in Section 1j, with such charges subject
      to commercially reasonable annual increases as determined by
      Landlord.

              
	 
      	 
      	 
      
	 
      	
                vii.

              	
                Janitorial
      services five (5) days a week (excluding National and State holidays)
      after Business Hours as set forth on Exhibit
    G.

              


      

    

     

              b.          Landlord’s Maintenance.
Landlord shall keep and maintain the Building and all Common Areas in good
condition and repair, to a level consistent with similar “first-class A” office
buildings in the Nashville area. Landlord shall keep and maintain the Common
Areas reasonably clean and the sidewalks and parking areas well lit, paved and
striped, in good repair, and free from accumulations of snow, ice and trash.
Landlord shall replace all lighting tubes, lamp ballasts and bulbs for the
building standard lighting within the Premises and in the Common Areas. Landlord
shall make all repairs and replacements to the Building (including Building
fixtures and equipment), Common Areas and Building Standard Improvements in the
Premises, except for repairs and replacements that Tenant must make under
Section 8. Landlord’s maintenance shall include the roof, foundation, exterior
walls, interior structural walls, all structural components, and all Building
systems, such as mechanical, electrical, HVAC, and plumbing. Repairs or
replacements shall be made within a reasonable time (depending on the nature of
the repair or replacement needed) after receiving notice from Tenant or Landlord
having actual knowledge of the need for a repair or
replacement.

     

              c.          No Abatement. There shall be
no abatement or reduction of Rent by reason of any of the foregoing services not
being continuously provided to Tenant. Landlord shall have the right to shut
down the Building systems (including electricity and HVAC systems) for required
maintenance and safety inspections, and in cases of emergency. In making all
repairs and restorations and in fulfilling its obligations under this Lease,
Landlord shall use best efforts to minimize the disruption of Tenant’s use and
enjoyment of the Premises, consistent with the task undertaken in connection
with such repair or restoration. Notwithstanding the foregoing, in the event
Tenant’s ability to reasonably conduct Tenant’s business at the Premises during
normal operating hours, as contemplated by this Lease, is interrupted for
seventy-two (72) continuous hours as a result of the interruption of the
services to be provided to Tenant referenced in Section 7.a above where such
interruption is not the result of a force majeure, Base Rent shall abate
for the period commencing on the expiration of such seventy-two (72) hour period
and ending at such time as Tenant is able to resume the reasonable conduct of
Tenant’s business at the Premises.

     

              d.          Tenant’s Obligation to Report
Defects. Tenant shall use its reasonable efforts to report to Landlord
promptly any defective condition in or about the Premises known to
Tenant.

     

              e.          Limitation on Landlord’s
Liability. Landlord shall not be liable to Tenant for any damage caused
to Tenant and its property due to the Building or any part or appurtenance
thereof being or becoming out of repair, or arising from the leaking of gas,
water, sewer or steam pipes, or from problems with electrical service, unless
such damage results from the willful misconduct or gross negligence of
Landlord.


    
      
         


      

      
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              8.          TENANT’S ACCEPTANCE AND MAINTENANCE OF
PREMISES.

     

              a.          Acceptance of Premises. Subject to the terms of
the attached Workletter ― Exhibit B, Tenants occupancy
of the Premises is Tenant’s representation to Landlord that (i) Tenant has
examined and inspected the Premises, (ii) finds the Premises to be as
represented by Landlord and satisfactory for Tenant’s intended use, and (iii)
constitutes Tenant’s acceptance of the Premises “as is”. Landlord makes no
representation or warranty as to the condition of the Premises except as may be
specifically set forth herein or in the Workletter.

     

              b.          Move-In Obligations. Tenant
shall schedule its move-in with the Landlord’s Property Manager. During Tenant’s
move-in, a representative of Tenant must be on-site with Tenant’s moving company
to insure proper treatment of the Building and the Premises. Elevators,
entrances, hallways and other Common Areas must remain in use for the general
public during business hours. Any specialized use of elevators or other Common
Areas must be coordinated with Landlord’s Property Manager. Tenant must properly
dispose of all packing material and refuse in accordance with the Rules and
Regulations. Any damage or destruction to the Building or the Premises due to
moving will be the sole responsibility of Tenant.

     

              c.          Tenant’s Maintenance. Tenant shall: (i) keep
the Premises and fixtures in good order, (ii) make repairs and replacements to
the Premises or Building needed because of Tenant’s misuse or negligence; (iii)
repair and replace Non-Standard Improvements, including any special equipment or
decorative treatments, installed by or at Tenant’s request that serve the
Premises other than lights and mechanical, electrical or HVAC systems, other
than any special HVAC, mechanical, lighting or electrical systems installed by
Tenant (unless the Lease is ended because of casualty loss or condemnation); and
(iv) not commit waste.

     

              d.          Alterations to Premises.
Tenant shall make no structural alterations to the Premises. If Tenant requests
such alterations, then Tenant shall provide Landlord with a complete set of
construction drawings. If Landlord consents to the alterations, then the
Landlord shall determine the actual cost of the work to be done (to include a
construction supervision fee to be paid to Landlord in the amount set forth in
Section 1l). Tenant may then either agree to pay Landlord to have the work done
or withdraw its request for alterations. All such alterations are subject to the
prior written approval of Landlord. Tenant shall have the right to make
non-structural alterations to the Premises of up to $5,000.00 without the prior
written approval of Landlord (“Permitted Alterations”), provided such Permitted
Alterations (i) do not require a building permit, (ii) do not create an
unreasonable burden on the load bearing capability of the floor or any other
Building structure, (iii) do not modify, connect to, or interfere with any
Building systems (such as the HVAC or electrical systems) and (iv) are not
visible outside of the Premises. Tenant shall notify Landlord in writing prior
to making any such Permitted Alterations. Prior to making any alterations to any
Building systems (such as the HVAC or electrical systems) or any other work for
which a permit is required, Tenant shall obtain Landlord’s approval, which
approval shall not be unreasonably withheld, conditioned or delayed, provided,
however, that Landlord’s approval may include considerations of the impact of
such alterations on HVAC or electrical systems service and capacity for other
spaces in the Building. (Any such alterations approved by Landlord are referred
to herein as “Approved Alterations”). Notwithstanding the foregoing, Tenant
shall be permitted to conduct ongoing decorative activities such as painting and
replacement of carpet without prior approval of Landlord, but shall provide
notice of such activities.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

                        Tenant
may use its own contractor for alterations approved by Landlord provided that:
(i) the contractor holds a valid license in the State in which the Premises are
located for the work to be performed, (ii) the contractor meets with Landlord’s
reasonable approval, and (iii) all work performed is subject to Landlord’s
inspection and reasonable approval. In the event Tenant uses its own contractor
for alterations, Tenant shall pay Landlord a fee of three percent (3%) to cover
Landlord’s reasonable costs for such things as reviewing the plans, approving
the contractor and inspecting the work.

     

                        Landlord
hereby acknowledges and agrees that Tenant may elect to install, at Tenant’s
expense, in the Building a movable storage file system (the “File System”) that
requires structural support to the floor or floors beneath the Premises.
Landlord grants to Tenant access to all parts of the Building, including without
limitation space leased to other tenants, to engineer, study, install, construct
and use such structural support as Tenant deems necessary or desirable in
connection with the File System (the “Support System”), provided, however, that
Tenant shall not interfere with the use of any other tenant in connection with
such activity beyond the level of interference enjoyed by Landlord and permitted
under the lease with such tenant. Any Support System shall be designed by an
engineer licensed in the State of Tennessee who shall prepare and seal the
design and construction plans relating to the Support System. Landlord shall
make available to such engineer copies of the Building’s plans and
specifications. Any such design and construction plans for the Support System,
including without limitation the location of the File System, shall be subject
to the approval of Landlord, which such approval shall not be unreasonably
withheld, conditioned or delayed. In addition, Landlord agrees not to
unreasonably withhold its consent to a request by Tenant to install similar file
systems and support systems, at Tenant’s expense, in any Related Building, as
hereinafter defined, in which Tenant leases space from Landlord pursuant to a
right granted in this Lease.

     

              e.          Restoration of Premises. At the expiration or
earlier termination of this Lease, Tenant shall deliver each and every part of
the Premises in good repair and condition, ordinary wear and tear and damage by
insured casualty excepted. If Tenant has required or installed Non-Standard
Improvements, such improvements shall be removed as part of Tenant’s restoration
obligation. Landlord, however, may elect in writing to require Tenant to leave
any Non-Standard Improvements in the Premises by notice given at the time such
Non-Standard Improvements were installed. Tenant shall repair any damage caused
by the removal of any Non-Standard Improvements. “Non-Standard Improvements”
means such Items as (i) High Demand Equipment and separate meters, (ii) all
wiring and cabling from the point of origin to the termination point, (iii)
raised floors for computer or communications systems, (iv) telephone equipment,
security systems, and UPS systems, (v) equipment racks, (vi) alterations
installed by or at the request of Tenant after the Commencement Date, except
Permitted Alterations, Approved Alterations and Support Systems, and (vii) any
other improvements that are not part of the Building Standard
Improvements.

     

              f.          Landlord’s Performance of Tenant’s
Obligations. If Tenant does not perform its maintenance or restoration
obligations in a timely manner, commencing the same within thirty (30) days
after receipt of notice from Landlord specifying the work needed, and thereafter
diligently and continuously pursuing the work until completion, then Landlord
shall have the right, but not the obligation, to perform such work. Any amounts
expended by Landlord on such maintenance or restoration shall be Additional Rent
to be paid by Tenant to Landlord within thirty (30) days after
demand.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

              g.          Construction Liens. Tenant shall have no
power to do any act or make any contract that may create or be the foundation of
any lien, mortgage or other encumbrance upon the reversionary or other estate of
Landlord, or any interest of Landlord in the Premises. NO CONSTRUCTION LIENS OR
OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL
ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE
BUILDING. Tenant shall keep the Premises and the Building free from any liens
arising out of any work performed, materials furnished, or obligations Incurred
by or on behalf of Tenant. Should any lien or claim of lien be filed against the
Premises or the Building by reason of any act or omission of Tenant or any of
Tenant’s agents, employees, contractors or representatives, then Tenant shall
cause the same to be canceled and discharged of record by bond or otherwise
within ten (10) days after the filing thereof. Should Tenant fail to discharge
or provide security for the lien within ten (10) days, then Landlord may
discharge the lien. The amount paid by Landlord to discharge the lien (whether
directly or by bond), plus all reasonable administrative and legal costs
incurred by Landlord, shall be Additional Rent payable on demand. The remedies
provided herein shall be in addition to all other remedies available to Landlord
under this Lease or otherwise.

     

              h.          Communications Compliance.
Tenant acknowledges and agrees that any and all telephone and telecommunication
services desired by Tenant shall be ordered and utilized at the sole expense of
Tenant. Unless Landlord requests otherwise or consents in writing, all of
Tenant’s telecommunications equipment shall be located and remain solely in the
Premises in accordance with reasonable rules and regulations adopted and
published to Tenant by Landlord from time to time. Landlord shall make available
to Tenant on a non-exclusive basis, at no cost, risers and conduits within the
Building if and to the extent available. Landlord shall not have any
responsibility for the maintenance of Tenant’s telecommunications equipment,
including wiring; nor for any wiring or other infrastructure to which Tenant’s
telecommunications equipment may be connected. Tenant agrees that, to the extent
any telecommunications service is interrupted, curtailed or discontinued,
Landlord shall have no obligation or liability with respect thereto unless
caused by the gross negligence or intentional act of Landlord or its agents or
employees, Landlord shall have the right, upon reasonable prior oral or written
notice to Tenant, to temporarily interrupt or turn off telecommunications
facilities in the event of emergency or as necessary in connection with repairs
to the Building or installation of telecommunications equipment for other
tenants of the Building; provided that Landlord shall use best efforts
consistent with the nature of such repairs to conduct non-emergency or other
repairs during non-business hours. In the event that Tenant wishes at any time
to utilize the services of a telephone or telecommunications provider whose
equipment is not then servicing the Building, the provider shall not be
permitted to install its lines or other equipment within the Building without
first securing the prior written approval of Landlord. Landlord’s approval may
be conditioned in such a manner to as to protect Landlord’s financial interests,
the interest of the Building, and the other tenants therein, all in a
commercially reasonable manner. The refusal of Landlord to grant its approval to
any prospective telecommunications provider shall not be deemed a default or
breach by Landlord of its obligation under this Lease. The provision of this
paragraph may be enforced solely by Tenant and Landlord, are not for the benefit
of any other party, and specifically but without limitation, no telephone or
telecommunications provider shall be deemed a third party beneficiary of this
Lease. Tenant shall not utilize any wireless communications equipment (other
than usual and customary cellular telephones), including antennae and satellite
receiver dishes (other than as provided in the Satellite Agreement between
Landlord and Tenant of even date herewith), within the Premises or the Building,
without Landlord’s prior written consent. Landlord’s consent may be conditioned
in such a manner so as to protect Landlord’s financial interests, the interests
of the Building, and the other tenants therein. At Landlord’s option, Tenant may
be required to remove any and all telecommunications equipment (including
wireless equipment) installed in the Premises or elsewhere in or on the Building
by or on behalf of Tenant, including wiring, or other facilities for
telecommunications transmittal prior to the expiration or termination of the
Lease and at Tenant’s sole cost.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

              i.          Landlord’s Representations and
Warranties. Landlord represents to the best of Landlord’s knowledge,
that: (a) Landlord has not received any notice that the Building is not in
compliance with all applicable laws, ordinances and governmental regulations
(including all Environmental Laws, as hereinafter defined); (b) Landlord has not
received any notice that there exists any violation of building, safety or fire
ordinances or regulations respecting the Building; (c) Landlord has not received
any notice that there are unpaid assessments for the installation of any sewer
and water lines serving the Building or charges for making connection thereto or
for street paving or curbing, or for any other public improvements, nor has
Landlord received any notice that any governmental authority intends to make any
public improvements affecting the Building; (d) Landlord has fee simple title to
the Building and has the right, power and authority to enter into this Lease and
to perform Landlord’s obligations hereunder, and no joinder by any other party
and no approvals or consents of any other persons are necessary in order for
this Lease to be valid and binding upon Landlord in accordance with its terms;
and (e) there are no ground or underlying leases with respect to the Building or
any portion thereof.

     

              9.          PROPERTY OF
TENANT.

     

              a.          Property Taxes. Tenant shall
pay when due all taxes levied or assessed upon Tenant’s equipment, fixtures,
furniture, leasehold Improvements and personal property located in the
Premises.

     

              b.          Removal. Provided Tenant is
not in default, Tenant may remove all fixtures and equipment which it has placed
in the Premises; provided, however, Tenant must repair all damages caused by
such removal. If Tenant does not remove its property from the Premises upon the
expiration or earlier termination (for whatever cause) of this Lease, such
property shall be deemed abandoned by Tenant, and Landlord may dispose of the
same in whatever manner Landlord may elect without any liability to
Tenant.

     

              c.          Waiver. Landlord waives any
statutory or common law lien or security interest that it has or may have on, in
or to any personal property, equipment or fixtures of Tenant to the security
interest of any party with a properly perfected security interest in such
property.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

              10.         SIGNS. Tenant may not erect,
install or display any sign or advertising material upon the exterior of the
Building or Premises (including any exterior doors, walls or windows) without
the prior written consent of Landlord, which consent may be withheld in
Landlord’s sole discretion. Door and directory signage shall be provided and
installed by the Landlord in accordance with building standards at Tenant’s
expense, unless otherwise provided in the Workletter attached as Exhibit B.

     

              11.         ACCESS TO
PREMISES.

     

              a.           Tenant’s Access. Tenant, its
agents, employees, invitees, and guests, shall have access to the Premises and
reasonable ingress and egress to common and public areas of the Building
twenty-four hours a day, seven days a week; provided, however, Landlord by
reasonable regulation may control such access for the comfort, convenience,
safety and protection of all tenants in the Building, or as needed for making
repairs and alterations. Tenant shall be responsible for providing access to the
Premises to its agents, employees, invitees and guests after business hours and
on weekends and holidays, and shall follow all security rules associated with
such access.

     

              b.          Landlord’s Access. Landlord
shall have the right, at all reasonable times and upon reasonable oral notice,
either itself or through its authorized agents, to enter the Premises (i) to
make repairs, alterations or changes as Landlord deems necessary, (ii) to
inspect the Premises, mechanical systems and electrical devices, and (iii) to
show the Premises to prospective mortgagees and purchasers. Within one hundred
eighty (180) days prior to the Expiration Date, Landlord shall have the right,
either itself or through its authorized agents, to enter the Premises at all
reasonable times to show prospective tenants. Landlord shall use best efforts
consistent with the access required to minimize any material disruption of
Tenant’s business operations when undertaking any inspections of or repairs,
replacements or additions, in, to, on or about the Premises or the Building.
Tenant may have a representative present during Landlord’s entry into the
Premises. Landlord agrees to comply, and to cause any prospective mortgagee,
purchaser or tenant with respect to their entry into the Premises to comply with
Tenant’s reasonable safety, security and confidentiality requirements. Entry
Into the Premises by any vendor, contractor or subcontractor of Landlord shall
be subject to the reasonable security regulations adopted by Tenant and made
available to Landlord.

     

              c.          Emergency Access. Landlord
shall have the right to enter the Premises at any time without notice in the
event of an emergency, but shall promptly after such entry provide notice
thereof to Tenant.

     

              12.        TENANT’S
COMPLIANCE.

     

              a.          Laws. Tenant shall comply with
all applicable laws, ordinances and regulations affecting the Premises, whether
now existing or hereafter enacted, provided that Landlord, and not Tenant, shall
be responsible for compliance with all such laws, ordinances or regulations that
are generally applicable to the Building and not limited to Tenant’s particular
use of the Premises.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

              b.          Rules and Regulations. Tenant shall comply
with the Rules and Regulations attached as Exhibit C. The Rules and
Regulations may be reasonably modified from time to time by Landlord, effective
as of the date delivered to Tenant, provided such rules are for the safety, care
and convenience of the tenants of the Building uniformly applicable to all
tenants in the Building and do not materially increase Tenant’s obligations or
materially limit Tenant’s rights hereunder. Any conflict between this. Lease and
the Rules and Regulations shall be governed by the terms of this
Lease.

     

              13.        ADA
COMPLIANCE.

     

              a.          Tenant’s Compliance. Tenant,
at Tenant’s sole expense, shall comply with all laws, rules, orders, ordinances,
directions, regulations and requirements of federal, state, county and municipal
authorities now in force, which shall impose any duty upon Landlord or Tenant
with respect to the specific use or occupation of the Premises (other than any
restrooms located within the Premises, but including any shower facilities
within the Premises) or alteration of the Premises made by Tenant to accommodate
persons with special needs, including using all reasonable efforts to comply
with The Americans With Disabilities Act (collectively, the “ADA”) in connection
with any alteration made to the Premises after the Commencement
Date.

     

              b.          Landlord’s Compliance. Subject
to Section 13.a, Landlord, at Landlord’s sole expense, shall comply with all
laws, rules, orders, ordinances, directions, regulations and requirements of
federal, state, county and municipal authorities now in force, which shall
impose any duty upon Landlord or Tenant with respect to the use or occupation of
the Building or the Common Areas, other than the interior of the Premises (other
than any restrooms (but not shower areas) located within the Premises, which
shall be Landlord’s responsibility) after the Commencement Date, or alteration
of the Building or Common Areas to accommodate persons with special needs,
including using all use all reasonable efforts to meet the requirements of the
ADA as it applies to the Common Areas and restrooms of the Building; but
Landlord shall have no responsibility for ADA compliance with respect to the
Premises other than the elevator doorways and doorways from the Premises to any
stairwells. Landlord shall not be required to make changes to the Common Areas
or restrooms of the Building to comply with ADA standards adopted after
construction of the Building unless specifically required to do so by
law.

     

              c.          ADA Notices. If Tenant
receives any notices alleging a violation of ADA relating to any portion of the
Building or Premises (including any governmental or regulatory actions or
investigations regarding non-compliance with ADA), then Tenant shall notify
Landlord in writing within ten (10) days of such notice and provide Landlord
with copies of any such notice.

     

              14.        INSURANCE
REQUIREMENTS.

     

              a.          Tenant’s Liability Insurance.
Throughout the Term, Tenant, at its sole cost and expense, shall keep or cause
to be kept for the mutual benefit of Landlord, Landlord’s Property Manager, and
Tenant, Commercial General Liability Insurance (1986 ISO Form or its equivalent)
with a combined single limit, each Occurrence and General Aggregate-per location
of at least TWO MILLION DOLLARS ($2,000,000), which policy shall insure against
liability of Tenant, arising out of and in connection with Tenant’s use of the
Premises, and which shall insure the indemnity provisions contained in this
Lease. Not more frequently than once every three (3) years, Landlord may require
the limits to be increased by a commercially reasonable amount if in its
reasonable judgment (or that of its mortgagee) the coverage is
insufficient.


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

              b.          Tenant’s Property Insurance.
Tenant shall also carry the equivalent of ISO Special Form Property Insurance on
Tenant’s Property for full replacement value and with coinsurance waived. For
purposes of this provision, “Tenant’s Property” shall mean Tenant’s personal
property and fixtures, and any Non-Standard Improvements to the Premises. Tenant
shall neither have, nor make, any claim against Landlord for any loss or damage
to the Tenant’s Property, regardless of the cause of the loss or
damage.

     

              c.          Certificates of Insurance.
Prior to taking possession of the Premises, and annually thereafter, Tenant
shall deliver to Landlord certificates or other evidence of insurance
satisfactory to Landlord. All such policies shall be non-assessable and shall
contain language to the extent obtainable that: (i) any loss shall be payable
notwithstanding any act or negligence of Landlord or Tenant that might otherwise
result in forfeiture of the insurance, (ii) that the policies are primary and
non-contributing with any insurance that Landlord may carry, and (iii) that the
policies cannot be canceled, non-renewed, or coverage reduced except after
thirty (30) days’ prior notice to Landlord. If Tenant fails to provide Landlord
with such certificates or other evidence of insurance coverage, Landlord may
obtain such coverage and the cost of such coverage shall be Additional Rent
payable by Tenant upon demand.

     

              d.          Insurance Policy Requirements.
Tenant’s insurance policies required by this Lease shall: (i) be issued by
insurance companies licensed to do business in the state in which the Premises
are located with a general policyholder’s ratings of at least A- and a financial
rating of at least VI in the most current Best’s Insurance Reports available on
the Commencement Date, or if the Best’s ratings are changed or discontinued, the
parties shall agree to a comparable method of rating insurance companies; (ii)
name Landlord as an additional insured as its interest may appear [other
landlords or tenants may be added as additional insureds in a blanket policy];
(iii) provide that the insurance not be canceled, non-renewed or coverage
materially reduced unless thirty (30) days advance notice is given to Landlord;
(iv) be primary policies; (v) provide that any loss shall be payable
notwithstanding any gross negligence of Landlord or Tenant which might result in
a forfeiture thereunder of such insurance or the amount of proceeds payable;
(vi) have no deductible exceeding TEN THOUSAND DOLLARS ($10,000), unless
approved in writing by Landlord; and (vii) be maintained during the entire Term
and any extension terms.

     

              e.          Landlord’s Property Insurance.
Throughout the term of this Lease, Landlord shall keep the Building, including
the improvements (but excluding Tenant’s Property), insured against damage and
destruction by perils insured by the equivalent of ISO Special Form Property
Insurance in the amount of the full replacement value of the Building and shall
keep in force general public liability insurance in a commercially reasonable
amount of coverage.

     

              f.          Mutual Waiver of Subrogation.
Anything in this Lease to the contrary notwithstanding, Landlord hereby releases
and waives unto Tenant (including all partners, stockholders, officers,
directors, employees and agents thereof), its successors and assigns, and Tenant
hereby releases and waives unto Landlord (including all partners, stockholders,
officers, directors, employees and agents thereof), its successors and assigns,
all rights to claim damages for any injury, loss, cost or damage to persons or
to the Premises or any other casualty, as long as the amount of such injury,
loss, cost or damage has been paid either to Landlord, Tenant, or any other
person, firm or corporation, under the terms of any Property, General Liability,
or other policy of insurance, to the extent such releases or waivers are
permitted under applicable law. As respects all policies of insurance carried or
maintained pursuant to this Lease and to the extent permitted under such
policies, Tenant and Landlord each waive the insurance carriers’ rights of
subrogation.


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

              15.        INDEMNITY. Subject to the
insurance requirements, releases and mutual waivers of subrogation set forth in
this Lease, Tenant agrees as follows:

     

              a.          Indemnity. Tenant shall
indemnify and hold Landlord harmless from and against any and all claims,
damages, losses, liabilities, lawsuits, costs and expenses (including reasonable
attorneys’ fees at all tribunal levels) arising out of or related to (i) any
activity, work, or other thing done, by Tenant in or about the Premises or the
Building (except If done by Landlord for Tenant’s account), (ii) any breach or
default by Tenant in the performance of any of its obligations under this Lease,
or (iii) any act or neglect of Tenant, or any officer, agent, employee,
contractor, servant, invitee or guest of Tenant.

     

              b.          Defense Obligation. If any such action is
brought against Landlord, then Tenant, upon notice from Landlord, shall defend
the same through counsel selected by Landlord’s insurer, or other counsel
acceptable to Landlord. The provisions of this Section shall survive the
termination of this Lease.

     

              c.          Landlord’s Indemnity. Subject
to the insurance requirements, releases and mutual waivers of subrogation set
forth in this Lease, Landlord shall indemnify and hold Tenant harmless from and
against any and all claims, damages, losses, liabilities, lawsuits, costs and
expenses (including reasonable attorneys’ fees at all tribunal levels) arising
out of or related to (i) any activity, work, or other thing done, by Landlord in
or about the Premises or the Building, (ii) any breach or default by Landlord in
the performance of any of its obligations under this Lease, or (iii) any act or
neglect of Landlord, or any officer, employee, contractor or servant of
Landlord. This indemnity shall not apply to any claim for property loss or
damage by Tenant or its officers, agents, employees, contractors or servants.
Tenant’s failure to obtain any insurance coverage required under the terms of
this Lease shall void Landlord’s indemnity obligation to the extent such
insurance would have provided coverage for the claim. The provisions of this
Section shall survive the termination of this Lease.

     

              16.        QUIET ENJOYMENT. Tenant shall
have quiet enjoyment and possession of the Premises provided Tenant promptly and
fully complies with all of its obligations under this Lease. No action of
Landlord or other tenants working in other space in the Building, or in
repairing or restoring the Premises, shall be deemed a breach of this covenant,
nor shall such action give to Tenant any right to modify this Lease either as to
term, rent payables or other obligations to be performed. Notwithstanding the
foregoing, if such action constitutes a breach by Landlord of any other
obligation of Landlord under this Lease, Tenant may exercise any and all rights
associated with or arising from such default.


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

     

              17.        SUBORDINATION; ATTORNMENT;
NON-DISTURBANCE; AND ESTOPPEL CERTIFICATE.

     

              a.          Subordination and Attornment.
Tenant agrees to execute within ten (10) business days after request to do so
from Landlord or its mortgagee an agreement, in commercially reasonable
from:

    
      
        	 
      	 
      	 
      
	 
      	
                i.

              	
                Making
      this Lease superior or subordinate to the interests of the
      mortgagee;

              
	 
      	 
      	 
      
	 
      	
                ii.

              	
                Agreeing
      to attorn to the mortgagee;

              
	 
      	 
      	 
      
	 
      	
                iii.

              	
                Giving
      the mortgagee notice of, and a reasonable opportunity (which shall in no
      event be less than thirty (30) days after notice thereof is delivered to
      mortgagee) to cure any Landlord default and agreeing to accept such cure
      if effected by the mortgagee;

              
	 
      	 
      	 
      
	 
      	
                iv.

              	
                Permitting
      the mortgagee (or other purchaser at any foreclosure sale), and its
      successors and assigns, on acquiring Landlord’s interest in the Premises
      and the Lease, to become substitute Landlord hereunder, with liability
      only for such Landlord obligations as accrue after Landlord’s interest is
      so acquired;

              
	 
      	 
      	 
      
	 
      	
                v.

              	
                Agreeing
      to attorn to any successor Landlord; and

              
	 
      	 
      	 
      
	 
      	
                vi.

              	
                Containing
      such other agreements and covenants on Tenant’s part as Landlord’s
      mortgagee may reasonably
request.

              


      

    

     

              b.          Non-Disturbance. Tenant’s
obligation to subordinate its interests or attorn to any mortgagee is
conditioned upon the mortgagee’s agreement in writing, in a commercially
reasonable form reasonably acceptable to Tenant, not to disturb Tenant’s
possession and quiet enjoyment of the Premises under this Lease so long as
Tenant is in compliance with the terms of the Lease.

     

              c.          Estoppel Certificates. Tenant
agrees to execute within ten (10) business days after request, and as often as
requested, estoppel certificates confirming any factual matter requested by
Landlord which is true and is within Tenant’s knowledge regarding this Lease,
and the Premises, including but not limited to: (i) the date of occupancy, (ii)
Expiration Date, (iii) the amount of Rent due and date to which Rent is paid,
(iii) whether Tenant has any defense or offsets to the enforcement of this Lease
or the Rent payable, (iv) any default or breach by Landlord, and (v) whether
this Lease, together with any modifications or amendments, is in full force and
effect. Tenant shall attach to such estoppel certificate copies of any
modifications or amendments to the Lease.


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

              18.        ASSIGNMENT -
SUBLEASE.

     

              a.          Landlord Consent. Tenant may
not assign or encumber this Lease or its interest in the Premises arising under
this Lease, and may not sublet all or any part of the Premises without first
obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed. Factors which Landlord may
consider in deciding whether to consent to an assignment or sublease include
(without limitation), (i) the creditworthiness of the assignee and (ii) the
proposed use of the Premises. Landlord will not consent to an assignment or
sublease that might result in a use that conflicts with the rights of any
existing tenant. One consent shall not be the basis for any further
consent.

     

              b.          Definition of Assignment. For
the purpose of this Section 18, the word “assignment” shall be defined and
deemed to include the following: (i) if Tenant is a partnership, the withdrawal
or change, whether voluntary, involuntary or by operation of law, of partners
owning thirty percent (30%) or more of the partnership, or the dissolution of
the partnership; (ii) if Tenant consists of more than one person, an assignment,
whether voluntary, involuntary, or by operation of law, by one person to one of
the other persons that is a Tenant; (iii) if Tenant is a corporation, any
dissolution or reorganization of Tenant, or the sale or other transfer of a
controlling percentage (hereafter defined) of capital stock of Tenant other than
to an affiliate or subsidiary or the sale of fifty-one percent (51%) in value of
the assets of Tenant; (iv) if Tenant is a limited liability company, the change
of members whose interest in the company is fifty percent (50%) or more. The
phrase “controlling percentage” means the ownership of, and the right to vote,
stock possessing at least fifty-one percent (51%) of the total combined voting
power of all classes of Tenant’s capital stock issued, outstanding and entitled
to vote for the election of directors, or such lesser percentage as is required
to provide actual control over the affairs of the corporation; except that, if
the Tenant is a publicly traded company, public trades or sales of the Tenant’s
stock on a national stock exchange shall not be considered an assignment
hereunder even if the aggregate of the trades of sales exceeds fifty percent
(50%) of the capital stock of the company.

     

              c.          Permitted
Assignments/Subleases. Notwithstanding the foregoing, Tenant may assign
this Lease or sublease part or all of the Premises Without
Landlord’s consent to: (i) any corporation, limited liability company, or
partnership that controls, is controlled by, or is under common control with,
Tenant at the Commencement Date; or (ii) any corporation or limited liability
company resulting from the merger or consolidation with Tenant or to any entity
that acquires all of Tenant’s assets as a going concern of the business that is
being conducted on the Premises; provided however, the assignor remains liable
under the Lease and the assignee or sublessee is a bona fide entity and assumes
the obligations of Tenant, is as creditworthy as the Tenant, and continues the
same Permitted Use as provided under Section 4.

     

              d.          Notice to Landlord. Landlord must be given
prior written notice of every assignment or subletting, and failure to do so
shall be a default hereunder.

     

              e.          Prohibited
Assignments/Subleases. Except as provided in Section 18.c above, in no
event shall this Lease be assignable by operation of any law, and Tenant’s
rights hereunder may not become, and shall not be listed by Tenant as an asset
under any bankruptcy, insolvency or reorganization proceedings. Acceptance of
Rent by Landlord after any non-permitted assignment or sublease shall not
constitute approval thereof by Landlord,


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

     

              f.          Limitation on Rights of
Assignee/Sublessee. Intentionally Omitted.

     

              g.         Tenant Not Released. No
assignment or sublease shall release Tenant of any of its obligations under this
Lease, unless such assignment is by way of merger or other corporate
reorganization and Tenant will not be a surviving entity.

     

              h.         Landlord’s Right to Collect Sublease
Rents upon Tenant Default. If the Premises (or any portion) is sublet and
Tenant defaults under its obligations to Landlord, then Landlord is authorized,
at its option, to collect all sublease rents directly from the Sublessee. Tenant
hereby assigns the right to collect the sublease rents to Landlord in the event
of Tenant default. The collection of sublease rents by Landlord shall not
relieve Tenant of its obligations under this Lease, nor shall it create a
contractual relationship between Sublessee and Landlord or give Sublessee any
greater estate or right to the Premises than contained in its
Sublease.

     

              i.          Excess Rents. If Tenant
assigns this Lease or subleases all or part of the Premises at a rental rate
that exceeds the rentals paid to Landlord, then any such excess, net of all reasonable costs
incurred by Tenant in connection with such assignment or sublease, shall be paid
over to Landlord by Tenant.

     

              j.          Landlord’s Fees. Tenant shall
pay Landlord an administration fee of $1,000.00 per assignment or sublease
transaction for which consent is required.

     

              k.         Unauthorized Assignment or
Sublease. Any unauthorized assignment or sublease shall constitute a
default under the terms of this Lease. In addition to its other remedies for
Default, Landlord may elect to increase Base Rent to 150% of the Base Rent
reserved under the terms of this Lease.

     

              19.       DAMAGES TO
PREMISES.

     

              a.         Landlord’s Restoration
Obligations. If the Building or Premises are damaged by fire or other
casualty (“Casualty”), then Landlord shall repair and restore the Premises to
substantially the same condition of the Premises immediately prior to such
Casualty, subject to the following terms and conditions:

    
      
        
          	 
      	 
      	 
      
	 
      	
                  i.

                	
                  The
      casualty must be insured under Landlord’s insurance policies, and
      Landlord’s obligation is limited to the extent of the insurance proceeds
      received by Landlord. Landlord’s duty to repair and restore the Premises
      shall not begin until receipt of the insurance
proceeds.

                
	 
      	 
      	 
      
	 
      	
                  ii.

                	
                  Landlord’s
      lender(s) must permit the insurance proceeds to be used for such repair
      and restoration.

                
	 
      	 
      	 
      
	 
      	
                  iii.

                	
                  Landlord
      shall have no obligation to repair and restore Tenant’s trade fixtures,
      decorations, signs, contents, or any Non-Standard Improvements to the
      Premises.

                


        

      

    

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

              b.         Termination of Lease by
Landlord. Landlord shall have the option of terminating the Lease if: (i)
the Premises is rendered wholly untenantable; (ii) the Premises is damaged in
whole or in part as a result of a risk which is not covered by Landlord’s
insurance policies; (iii) Landlord’s lender does not permit a sufficient amount
of the insurance proceeds to be used for restoration purposes; (iv) the Premises
is damaged in whole or in part during the last year of the Term; or (v) the
Building containing the Premises is damaged (whether or not the Premises is
damaged) to an extent of fifty percent (50%) or more of the fair market value
thereof. If Landlord elects to terminate this Lease, then it shall give notice
of the cancellation to Tenant within sixty (60) days after the date of the
Casualty. Tenant shall vacate and surrender the Premises to Landlord within
fifteen (15) days after receipt of the notice of termination.

     

              c.         Termination of Lease by
Tenant. Tenant shall have the option of terminating the Lease if: (i)
Landlord has failed to substantially restore the damaged Building or Premises
within one hundred eighty (180) days of the Casualty (“Restoration Period”);
(ii) the Restoration Period has not been delayed by force Majeure, it being
agreed that Landlord’s lack of capital or insurance proceeds shall not
constitute force
Majeure; and (iii) Tenant gives Landlord notice of the termination within
fifteen 15 days after the end of the Restoration Period (as extended by any
force Majeure delays);
or if such casualty occurs within the last year of the Term. If Landlord is
delayed by force
Majeure, then Landlord must provide Tenant with notice of the delays
within fifteen (15) days of the force Majeure event stating the
reason for the delays and a good faith estimate of the length of the
delays.

     

              d.         Tenant’s Restoration
Obligations. Unless terminated, the Lease shall remain in full force and
effect, and Tenant shall promptly repair, restore, or replace Tenant’s trade
fixtures, decorations, signs, contents, and any Non-Standard Improvements to the
Premises that were not installed by Landlord prior to the Commencement Date. All
repair, testoration or replacement shall be at least to the same condition as
existed prior to the Casualty. The proceeds of all Insurance carried by Tenant
on its property shall be held in trust by Tenant for the purposes of such
repair, restoration, or replacement.

     

              e.          Rent Abatement. If the
Premises is rendered substantially untenantable by the Casualty, then the Rent
payable by Tenant shall be fully abated. If the Premises is only partially
damaged, then Tenant shall continue the operation of Tenant’s business in any
part not damaged to the extent reasonably practicable from the standpoint of
prudent business management, and Rent and other charges shall be abated
proportionately to the portion of the Premises rendered untenantable. The
abatement shall be from the date of the Casualty until the Premises have been
substantially repaired and restored, or until Tenant’s business operations are
restored in the entire Premises, whichever shall first occur. However, if the
Casualty is caused by the negligence or other wrongful conduct of Tenant or of
Tenant’s subtenants, licensees, contractors, or invitees, or their respective
agents or employees, and Landlord does not recover any loss of income or rental
interruption insurance as a result of such Casualty, there shall be no abatement
of Rent.

     

              f.          Waiver of Claims. The
abatement of the Rent set forth above is Tenant’s exclusive remedy against
Landlord in the event of a Casualty. Tenant hereby waives all claims against
Landlord for any compensation or damage for loss of use of the whole or any
part of the Premises and/or for any inconvenience or annoyance
occasioned by any Casualty and any resulting damage, destruction, repair, or
restoration.


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

              20.
          EMINENT
DOMAIN.

     

              a.
            Effect on
Lease. If all of the Premises are taken under the power of eminent domain
(or by conveyance in lieu thereof), then this Lease shall terminate as of the
date possession is taken by the condemnor, and Rent shall be adjusted between
Landlord and Tenant as of such date. If only a portion of the Premises is taken
and Tenant can continue use of the remainder in a manner reasonably
satisfactorily to Tenant for its business purposes, then this Lease will not
terminate, but Rent shall abate in a just and proportionate amount to the loss
of use occasioned by the taking.

     

              b.
            Right to
Condemnation Award. Landlord shall be
entitled to receive and retain the entire condemnation award for the taking of
the Building and Premises. Tenant shall have no right or claim against Landlord
for any part of any award received by Landlord for the taking. Tenant shall have
no right or claim for any alleged value of the unexpired portion of this Lease,
or its leasehold estate, or for costs of removal, relocation, business
interruption expense or any other damages arising out of such taking. Tenant,
however, shall not be prevented from making a claim against the condemning party
(but not against Landlord) for any moving expenses, loss of profits, or taking
of Tenant’s personal property (other than its leasehold estate) to which Tenant
may be entitled; provided that any such award shall not reduce the amount of the
award otherwise payable to Landlord for the taking of the Building and
Premises.

     

              21.
          ENVIRONMENTAL
COMPLIANCE.

     

              a.
            Environmental Laws. The term
“Environmental Laws” shall mean all now existing or hereafter enacted or issued
statutes, laws, rules, ordinances, orders, permits and regulations of all state,
federal, local and other governmental and regulatory authorities, agencies and
bodies applicable to the Premises, pertaining to, environmental matters or
regulating, prohibiting or otherwise having to do with asbestos and all other
toxic, radioactive, or hazardous wastes or materials including, but not limited
to, the Federal Clean Air Act, the Federal Water Pollution Control Act, and the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as from time to time amended.

     

              b.
            Tenant’s
Responsibility. Tenant covenants and
agrees that it will keep and maintain the Premises at all
times in compliance with Environmental Laws. Tenant shall not (either with or
without negligence) cause the escape, disposal or release of any biologically active or
other hazardous substances, or materials on the Property. Tenant shall not allow
the storage or use of such substances or materials in any manner not sanctioned
by law or in compliance with the highest standards prevailing in the industry
for the storage and use of such substances or materials, nor allow to be brought
onto the Property any such materials or substances except to use in the ordinary
course of Tenant’s business, and then only after notice is given to Landlord of
the identity of such substances or materials. No such notice shall be required,
however, for commercially reasonable amounts of ordinary office supplies and
janitorial supplies. Tenant shall execute affidavits, representations and the
like, from time to time, at Landlord’s request, concerning Tenant’s best
knowledge and belief regarding the presence of hazardous substances or materials
on the Premises.


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

              c.
            Tenant’s
Liability. Tenant shall hold
Landlord free, harmless, and indemnified from any penalty, fine, claim, demand,
liability, cost, or charge whatsoever which Landlord shall incur, or which
Landlord would otherwise incur, by reason of Tenant’s failure to comply with
this Section 21 including, but not limited to: (i) the cost of full remediation
of any contamination to bring the Property into the same condition as prior to
the Commencement Date and into full compliance with all Environmental Laws; (ii)
the reasonable cost of all appropriate tests and examinations of the Premises to
confirm that the Premises and any other contaminated areas have been remediated
and brought into compliance with all Environmental Laws; and (iii) the
reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants
incurred by Landlord in enforcing and confirming compliance with this Section
21.

     

              d.
            Limitation on
Tenant’s Liability. Tenant’s obligations
under this Section 21 shall not apply to any condition or matter constituting a
violation of any Environmental Laws: (i) which existed prior to the commencement
of Tenant’s use or occupancy of the Premises; (ii) which was not caused, in
whole or in part, by Tenant or Tenant’s agents, employees, officers, partners,
contractors or invitees; or (iii) to the extent such violation is caused by, or
results from the acts or neglects of Landlord or Landlord’s agents, employees,
officers, partners, contractors, guests, or invitees.

     

              e.
            Inspections by
Landlord. Landlord and its engineers, technicians, and consultants (collectively the
“Auditors”) may, from time to time as Landlord deems appropriate, conduct
periodic tests and examinations (“Audits”) of the Premises to confirm and
monitor Tenant’s compliance with this Section 21. Such Audits shall be conducted
in such a manner as to minimize the interference with Tenant’s Permitted Use;
however in all cases, the Audits shall be of such nature and scope as shall be
reasonably required by then existing technology to confirm Tenant’s compliance
with this Section 21. Tenant shall fully cooperate with Landlord and its
Auditors in the conduct of such Audits. The cost of such Audits shall be paid by
Landlord unless an Audit shall disclose a material failure of Tenant to comply
with this Section 21, in which case, the cost of such Audit, and the cost of all
subsequent Audits made during the Term and within thirty (30) days thereafter
(not to exceed two (2) such Audits per calendar year), shall be paid for on
demand by Tenant.

     

              f.
            Landlord’s
Liability. Landlord represents and
warrants that, to the best of Landlord’s knowledge, there are no
hazardous materials or biologically active substances on the Premises or the
Office Campus as of the Commencement Date in violation of any Environmental
Laws. Landlord shall indemnify and hold Tenant harmless from any liability
resulting from Landlord’s violation of this representation and warranty.
Landlord shall hold Tenant free, harmless, and indemnified from any penalty,
fine, claim, demand, liability, cost, or charge whatsoever which Tenant shall
incur, or which Tenant would otherwise incur, by reason of Landlord’s breach of
its representation and warranty set forth above. In the event that it is
discovered that any hazardous material or biologically active substance is
present in the Premises or on the Property (a “Discovery”), and such was not
introduced by Tenant or any of its agents, contractors or employees, then
Landlord shall cause any such hazardous substances or biologically active
substances to be promptly, fully and properly cleaned-up and removed from the
Premises and the Property, in compliance with all applicable laws, orders and
regulations.


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


              g.
             [Title]. In the event of any
Discovery that renders the Premises substantially untenantable or if Tenant’s
ability to access the Premises is substantially hindered, Tenant shall have the
option of terminating the Lease if: (i) Landlord has failed to substantially
remove or remediate the Discovery within one hundred eighty (180) days of the
Casualty (“Removal Period”); (ii) the Removal Period has not been delayed by
force Majeure, it being agreed that
Landlord’s lack of capital or insurance proceeds shall not constitute force Majeure; and (iii)
Tenant gives Landlord notice of the termination within fifteen 15 days after the
end of the Removal Period (as extended by any force Majeure delays); or if such Discovery occurs
within the last year of the Term. If Landlord is delayed by force Majeure, then Landlord
must provide Tenant with notice of the delays within fifteen (15) days of the
force Majeure event
stating the reason for the delays and a good faith estimate of the length of the
delays.

     

              h.
             Property. For the purposes of
this Section 21, the term “Property” shall include the Premises, Building, all
Common Areas, the real estate upon which the Building is located; all personal
property (including that owned by Tenant); and the soil, ground water, and
surface water of the real estate upon which the Building is
located.

     

              i.
            Liability After
Termination of Lease. The covenants contained
in this Section 21 shall survive the expiration or termination of this Lease,
and shall continue for so long as either party or its respective successors and
assigns may be subject to any expense, liability, charge, penalty, or obligation
against which the other party has agreed to indemnify it or them under this
Section 21.

     

              22.
        DEFAULT.

    
      
        	 
      	 
      	 
      	 
      
	 
      	
                a.

              	
                Tenant’s
      Default. Tenant shall be in default under this Lease only if
      Tenant:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                i.

              	
                Fails
      to pay when due any Base Rent, Additional Rent, or any other sum of money
      which Tenant is obligated to pay, as provided in this Lease and such
      failure continues for a period of five (5) days of written notice thereof
      from Landlord, provided that Landlord shall not be obligated to provide
      such notice more than twice in any twelve month period;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                ii.

              	
                Breaches
      any other agreement, covenant or obligation in this Lease and such breach
      is not remedied within thirty (30) days after Landlord gives Tenant notice
      specifying the breach, or if such breach cannot, with due diligence, be
      cured within thirty (30) days, Tenant does not commence curing within
      thirty (30) days and with reasonable diligence completely cure the breach
      within a reasonable period of time after the
  notice;

              


      

    


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

    


    
      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                iii.

              	
                Files
      any petition or action for relief under any creditor’s law (including
      bankruptcy, reorganization, or similar action), either in state or federal
      court, or has such a petition or action filed against it which is not
      stayed or vacated within ninety (90) days after filing;
  or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                iv.

              	
                Makes
      any transfer in fraud of creditors as defined in Section 548 of the United
      States Bankruptcy Code (11 U.S.C. 548, as amended or replaced), has a
      receiver appointed for its assets (and the appointment is not stayed or
      vacated within ninety (90) days), or makes an assignment for benefit of
      creditors.

              
	 
      	 
      	 
      	 
      


      

    

     

              b.
          Landlord’s Remedies. In the
event of a Tenant default, Landlord at its option may do one or more of the
following:

    
      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                i.

              	
                Terminate
      this Lease and recover all damages caused by Tenant’s breach, including
      damages for lost future rent;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                ii.

              	
                Repossess
      the Premises, with or without terminating, and relet the Premises at such
      amount as Landlord deems reasonable;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                iii.

              	
                Declare
      the entire remaining Base Rent and Additional Rent immediately due and
      payable, such amount to be discounted to its present value at a discount
      rate equal to the U.S. Treasury Bill or Note rate with the closest
      maturity to the remaining term of the Lease as selected by
      Landlord;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                iv.

              	
                Bring
      action for recovery of all amounts due from Tenant;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                v.

              	
                Seize
      and hold any personal property of Tenant located in the Premises and
      assert against the same a lien for monies due Landlord;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                vi.

              	
                Lock
      the Premises and deny Tenant access thereto without obtaining any court
      authorization; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                vii.

              	
                Pursue
      any other remedy available in law or
equity.

              


      

    

     

              c.
          Landlord’s Expenses; Attorneys
Fees. All
reasonable expenses of Landlord in repairing, restoring, or altering the
Premises for reletting as general office space, together with leasing fees and
all other expenses in seeking and obtaining a new Tenant, shall be charged to
and be a liability of Tenant. Landlord’s reasonable attorneys’ fees in pursuing
any of the foregoing remedies, or in collecting any Rent or Additional Rent due
by Tenant hereunder, shall be paid by Tenant.

     

              d.
          Remedies Cumulative. All
rights and remedies of Landlord are cumulative, and the exercise of any one
shall not be an election excluding Landlord at any other time from exercise of a
different or inconsistent remedy. No exercise by Landlord of any right or remedy
granted herein shall constitute or effect a termination of this Lease unless
Landlord shall so elect by notice delivered to Tenant. The failure of Landlord
to exercise its rights in connection with this Lease or any breach or violation
of any term, or any subsequent breach of the same or any other term, covenant or
condition herein contained shall not be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other covenant or
condition herein contained. In the event of a default hereunder by Tenant,
Landlord shall use its commercially reasonable efforts to mitigate the damages
suffered by Landlord in connection with such breach, provided, however, that
such mitigation shall not prevent Landlord from exercising Landlord’s remedies
under Sections 22.b.iii and 22.b.iv above.


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

     

              e.
          No Accord and Satisfaction.
No acceptance by Landlord of a lesser sum than the Rent, Additional Rent and
other sums then due shall be deemed to be other than on account of the earliest
installment of such payments due, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment be deemed as accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord’s right to recover the balance of such installment or pursue any other
remedy provided in this Lease.

     

              f.
          No Reinstatement. No payment of money by
Tenant to Landlord after the expiration or termination of this Lease shall
reinstate or extend the Term, or make ineffective any
notice of termination given to Tenant prior to the payment of such money. After
the service of notice or the commencement of a suit, or after final judgment
granting Landlord possession of the Premises, Landlord may receive and collect
any sums due under this Lease, and the payment thereof shall not make
ineffective any notice or in any manner affect any pending suit or any judgment
previously obtained.

     

              g.
          Summary Ejectment. Tenant agrees that in
addition to all other rights and remedies Landlord may obtain an order for
summary ejectment from any court of competent jurisdiction without prejudice to
Landlord’s rights to otherwise collect rents or breach of contract damages from
Tenant.

     

              h.
          Landlord Default. Landlord
shall be in default under this Lease if Landlord breaches any agreement,
covenant or obligation in this Lease and such breach is not remedied within
thirty (30) days after Tenant gives Landlord written notice specifying the
breach, or if such breach cannot, with due diligence, be cured within thirty
(30) days, Landlord does not commence curing within thirty (30) days and with
reasonable diligence completely cure the breach within a reasonable period of
time after the notice.

     

                           In
the event of a Landlord default, Tenant may, in addition to any remedies
available to Tenant at law, cure the default on behalf of Landlord, and the
reasonable costs of such cure shall be paid to Tenant by Landlord upon written
demand. In no event shall Landlord be liable to Tenant for any special,
consequential, incidental or punitive damages arising from any breach of this
Lease.

     

              23.
         MULTIPLE DEFAULTS. Tenant
acknowledges that any rights or options of first refusal, or to extend the Term,
to expand the size of the Premises, to purchase the Premises or the Building, or
other similar rights or options which have been granted to Tenant under this
Lease are conditioned upon the prompt and diligent performance of the terms of
this Lease by Tenant. Accordingly, should Tenant materially default under this
Lease on four (4) or more occasions during the twenty-four (24) month period
prior to the permitted exercise of such right or option, in addition to all
other remedies available to Landlord, all such rights and options
shall  automatically, and without further action on the part of any
party, expire and be of no further force and effect.


    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    

     

              24.
        BANKRUPTCY.

     

              a.
          Trustee’s Rights. Landlord and Tenantt
understand that, notwithstanding contrary terms in this Lease, a trustee or
debtor in possession under the United States Bankruptcy Code, as amended, (the
“Code”) may have certain rights to assume or assign this Lease. This Lease shall
not be construed to give the trustee or debtor in possession any rights greater
than the minimum rights granted under the Code.

     

              b.
          Adequate Assurance. Landlord
and Tenant acknowledge that, pursuant to the Code, Landlord is entitled to
adequate assurances of future performance of the provisions of this Lease. The
parties agree that the term “adequate assurance” shall include at least the
following:

    
      
        	 
      	 
      	 
      
	 
      	
                i.

              	
                In
      order to assure Landlord that any proposed assignee will have the
      resources with which to pay all Rent payable pursuant to the provisions of
      this Lease, any proposed assignee must have, as demonstrated to Landlord’s
      satisfaction, a net worth (as defined in accordance with generally
      accepted accounting principles consistently applied) of not less than the
      net worth of Tenant on the Effective Date (as hereinafter defined),
      increased by seven percent (7%), compounded annually, for each year from
      the Effective Date through the date of the proposed assignment. It is
      understood and agreed that the financial condition and resources of Tenant
      were a material inducement to Landlord in entering into this
      Lease.

              
	 
      	 
      	 
      
	 
      	
                ii.

              	
                Any
      proposed assignee must have been engaged in the conduct of business for
      the five (5) years prior to any such proposed assignment, which business
      does not violate the Use provisions under Section 4 above, and such
      proposed assignee shall continue to engage in the Permitted Use under
      Section 4. It is understood that Landlord’s asset will be substantially
      impaired if the trustee in bankruptcy or any assignee of this Lease makes
      any use of the Premises other than the Permitted
  Use.

              


      

    

     

              c.
          Assumption of Lease
Obligations. Any proposed assignee of this Lease must assume and agree to
be personally bound by the provisions of this Lease.

     

              25.
        NOTICES.

     

              a.
          Addresses. All notices,
demands and requests by Landlord or Tenant shall be sent to the Notice Addresses
set forth in Section 1m, or to such other address as a party may specify by duly
given notice.


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    

     

              b.
          Form; Delivery; Receipt.
ALL NOTICES, DEMANDS AND
REQUESTS WHICH MAY BE GIVEN OR WHICH ARE REQUIRED TO BE GIVEN BY EITHER PARTY TO
THE OTHER MUST BE IN WRITING UNLESS OTHERWISE SPECIFIED. Notices, demands
or requests shall be deemed to have been properly given for all purposes
if  (i) delivered against a written receipt of delivery, (ii) mailed
by express, registered or certified mail of the United States Postal Service,
return receipt requested, postage prepaid, or (iii) delivered to a nationally
recognized overnight courier service for next business day delivery to the
receiving party’s address as set forth above or (iv) delivered via telecopier or
facsimile transmission to the facsimile number listed above, with an original
counterpart of such communication sent concurrently as specified in subsection
(ii) or (iii) above and with written confirmation of receipt of transmission
provided. Each such notice, demand or request shall be deemed to have been
received upon the earlier of the actual receipt or refusal by the addressee or
three (3) business days after deposit thereof at any main or branch United
States post office if sent in accordance with subsection (ii) above, and the
next business day after deposit thereof with the courier if sent pursuant to
subsection (iii) above.

     

              c.
          Address Changes. The parties
shall notify the other of any change in address, which notification must be at
least fifteen (15) days in advance of it being effective.

     

              d.
         Notice by Legal Counsel.
Notices may be given on behalf of any party by such party’s legal
counsel.

     

              26.
       HOLDING OVER. If Tenant holds
over after the Expiration Date or other termination of this Lease, such holding
over shall not be a renewal of this Lease but shall create a
tenancy-at-sufferance. Tenant shall continue to be bound by all of the terms and
conditions of this Lease, except that during such tenancy-at-sufferance Tenant
shall pay to Landlord (i) Base Rent at the rate equal to one hundred fifty
percent (150%) of that provided for as of the expiration or termination date,
and (ii) any and all Operating Expenses and other forms of Additional Rent
payable under this Lease. The increased Rent during such holding over is
intended to compensate Landlord partially for losses, damages and expenses,
including frustrating and delaying Landlord’s ability to secure a replacement
tenant. If Landlord loses a prospective tenant because Tenant fails to vacate
the Premises on the Expiration Date or any termination of the Lease after notice
to do so, then Tenant will be liable for such damages as Landlord can prove
because of Tenant’s wrongful failure to vacate.

     

              27.
       RIGHT TO RELOCATE.
[INTENTIONALLY DELETED]

     

              28.
       BROKER’S
COMMISSIONS.

     

              a.
          Broker. Each party represents
and warrants to the other that it has not dealt with any real estate broker,
finder or other person with respect to this Lease in any manner, except the
Broker identified in Section 1n.

     

              b.
          Landlord’s Obligation.
Landlord shall pay any commissions or fees that are payable to the Broker with
respect to this Lease pursuant to Landlord’s separate agreement with the
Broker.

     

              c.
          Indemnity. Each party shall
indemnify and hold the other party harmless from any and all damages resulting
from claims that may be asserted against the other party by any other broker,
finder or other person (including, without limitation, any substitute or
replacement broker claiming to have been engaged by indemnifying party in the
future), claiming to have dealt with the indemnifying party in connection with
this Lease or any amendment or extension hereto, or which may result in Tenant
leasing other or enlarged space from Landlord. The provisions of this Section
shall survive the termination of this Lease.


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    

     

              29.
       MISCELLANEOUS.

     

              a.
          No Agency. Tenant is not, may
not become, and shall never represent itself to be an agent of Landlord, and
Tenant acknowledges that Landlord’s title to the Building is paramount, and that
it can do nothing to affect or impair Landlord’s title.

     

              b.
          Force Majeure. The term “force majeure” means: fire, flood,
extreme weather, labor disputes, strike, lock-out, riot, government interference
(including regulation, appropriation or rationing), unusual delay in
governmental permitting, unusual delay inn deliveries or unavailability of
materials, unavoidable casualties, Act of God, or other causes beyond the
Landlord’s reasonable control.

     

              c.
          Building Standard
Improvements. The term “Building
Standard Improvements” shall mean the standards for normal construction of
general office space within the Building as specified by Landlord, including
design and construction standards, electrical load factors, materials, fixtures
and finishes, and shall include, without limitation, the items listed on Exhibit B.

     

              d.
          Limitation on Damages. Notwithstanding any
other provisions in this Lease, Landlord
shall not be liable to Tenant for any special, consequential, incidental or
punitive damages.

     

              e.
          Satisfaction of Judgments Against
Landlord. If Landlord, or its employees, officers, directors,
stockholders or partners are ordered to pay Tenant a money judgment because of
Landlord’s default under this Lease, said money judgment may only be enforced
against and satisfied out of: (i) Landlord’s interest in the Building in which
the Premises are located including the rental income and proceeds from sale; and
(ii) any insurance or condemnation proceeds received because of damage or
condemnation to, or of, said Building that are available for use by Landlord. No
other assets of Landlord or said other parties exculpated by the preceding
sentence shall be liable for, or subject to, any such money
judgment.

     

              f.
          Interest. Should Tenant fail to
pay any amount due to Landlord within 30 days of the date such amount is due
(whether Base Rent, Additional Rent, or any other payment obligation), then the
amount due shall begin accruing interest at the rate of 12% per annum,
compounded monthly, or the highest permissible rate under applicable usury law,
whichever is less, until paid.

     

              g.
          Legal Costs. Should either
party prevail in any legal proceedings against the other for breach of any
provision in this Lease, then such non-prevailing party shall be liable for the
costs and expenses of the prevailing party, including its
reasonable attorneys’ fees (at all tribunal levels).

     

              h.
          Sale of Premises or
Building. Landlord may sell the
Premises or the Building without affecting the obligations of Tenant hereunder;
upon the sale of the Premises or the Building, Landlord shall be relieved of all
responsibility for the Premises and shall be released from any liability
thereafter accruing under this Lease provided the purchaser of the Property
assumes this Lease in writing.


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    

     

              i.
          Time of the Essence. Time is
of the essence in the performance of all obligations under the terms of this
Lease.

     

              j.           Transfer of Security Deposit.
If any Security Deposit or prepaid Rent has been paid by Tenant, Landlord may
transfer the Security Deposit or prepaid Rent to Landlord’s successor and upon
such transfer, Landlord shall be released from any liability for return of the
Security Deposit or prepaid Rent.

     

              k.
          Tender of Promises. The delivery of a key
or other such tender of possession of the Premises to Landlord or to an employee
of Landlord shall not operate as a termination of this Lease or a surrender of
the Premises unless requested in writing by Landlord.

     

              l.
          `Tenant’s Financial
Statements. Upon reasonable request
of Landlord not exceeding once in any calendar year, Tenant agrees to cause
Guarantor (as defined in Exhibit E to this Lease) to
furnish to Landlord copies of Guarantor’s most recent annual, quarterly and
monthly financial statements, audited if available. The financial statements
shall be prepared in accordance with generally accepted accounting principles,
consistently applied. The financial statements shall include a balance sheet and
a statement of profit and loss, and the annual financial statement shall also
include a statement of changes in financial position and appropriate explanatory
notes. Landlord may deliver the financial statements to any prospective or
existing mortgagee or purchaser of the Building.

     

              m.
          Recordation. This Lease may not be
recorded without Landlord’s prior written consent, but Tenant and Landlord
agree, upon the request of the other party, to execute a memorandum hereof for
recording purposes.

     

              n.
          Partial Invalidity. The invalidity of any
portion of this Lease shall not invalidate the remaining portions of the
Lease.

     

              o.
          Binding Effect. This Lease shall be
binding upon the respective parties hereto, and upon their heirs, executors,
successors and assigns.

     

              p.
          Entire Agreement. This Lease
supersedes and cancels all prior negotiations between the parties, and no
changes shall be effective unless in writing signed by both parties. Tenant
acknowledges and agrees that it has not relied upon any statements,
representations, agreements or warranties except those expressed in this Lease,
and that this Lease contains the entire agreement of the parties hereto with
respect to the subject matter hereof. All Exhibits referenced herein are made a
part hereof as if set out in full herein.

     

              q.
          Good Standing. If requested
by Landlord, Tenant shall furnish reasonable appropriate legal documentation
evidencing the valid existence in good standing of Tenant, and the authority of
any person signing this Lease to act for the Tenant. If Tenant signs as a
corporation, each of the persons executing this Lease on behalf of Tenant does
hereby covenant  and warrant that Tenant is a duly authorized and
existing corporation, that Tenant has and is qualified to do business in the
State in which the Premises are located, that the corporation has a full right
and authority to enter into this Lease and that each of the persons signing on
behalf of the corporation is authorized to do so.


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    

     

              r.
          Terminology. The singular
shall include the plural, and the masculine, feminine or neuter includes the
other.

     

              s.
          Headings. Headings of sections
are for convenience only and shall not be considered in construing the meaning
of the contents of such section.

     

              t.
          Choice of Law. This Lease shall be
interpreted and enforced in accordance with the laws of the State in which the
Premises are located.

     

              u.
          Effective Date. The
submission of this Lease to Tenant for review does not constitute a reservation
of or option for the Premises, and this Lease shall become effective as a
contract only upon the execution and delivery by both Landlord and Tenant. The
date of execution shall be entered on the top of the first page of this Lease by
Landlord, and shall be the date on which the last party signed the Lease, or as
otherwise may be specifically agreed by both parties. Such date, once inserted,
shall be established as the final day of ratification by all parties to this
Lease, and shall be the date for use throughout this Lease as the “Effective
Date”.

     

              v.
          Generator License Agreement and
Satellite Antenna Agreement. Landlord and Tenant have agreed upon the
form of a Generator License Agreement and a Satellite Agreement, copies of which
are attached hereto as Exhibits
H and I,
respectively. The parties shall use the forms in the event the parties agree on
the placement of a generator or satellite antenna, as applicable, and Landlord
shall not unreasonably withhold such agreement,

     

              w.
          Confidentiality. Landlord
agrees that it shall not issue any press release that includes the name of
Tenant or the guarantor of the Lease, or any derivative of either such name or
that in any way identifies Tenant or
such guarantor, in connection with this Lease or otherwise. Notwithstanding the
foregoing, Landlord may (i) disclose the identity of Tenant in connection with
any filings required by law; and (ii) disclose in a press release that it has
leased space to a leading clinical research organization.

     

              30.
        OPTIONS TO RENEW LEASE
TERM.

     

              a.
          Option to Extend. Tenant shall have the
right and option to renew the Lease (the “Renewal Options”) for two (2)
additional periods of five (5) years each (the “Renewal Lease Terms”) (a
separate notice is required. for each Renewal Lease Term); provided, however,
such Renewal Option is contingent upon the following (i) Tenant is not in
default at the time Tenant gives Landlord notice of Tenant’s intention to
exercise the Renewal Option; (ii) upon the Expiration Date or the expiration of
any Renewal Lease Term, Tenant has no outstanding default; (iii) no event has
occurred that upon notice or the passage of time would constitute a default;
(iv) Tenant is not disqualified by multiple defaults as provided in the Lease;
and (v) Tenant or its permitted assignee or sublessee is occupying the Premises.
Following the expiration of the second Renewal Lease Term, Tenant shall have no
further right to renew the Lease pursuant to this Renewal
Option.


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    

     

              b.
          Exercise of Option. Tenant
shall exercise each Renewal Option by giving Landlord notice at least three
hundred sixty-five (365) days prior to the Expiration Date or the last day of
any Renewal Lease Term. If Tenant fails to give such notice to Landlord prior to
said three hundred sixty-five (365) day period, then Tenant shall forfeit the
Renewal Option. If Tenant exercises the Renewal Option, then during any such
Renewal Lease Term, Landlord and Tenant’s respective rights, duties and
obligations shall be governed by the terms and conditions of the Lease. Time is
of the essence in exercising the Renewal Option.

     

              c.
          Term. If Tenant exercises the
Renewal Option, then during any such Renewal Lease Term, all references to the
term “Term”, as used in the Lease, shall mean the “Renewal Lease
Term”.

     

              d.
          Suspension of Renewal Option on
Transfer by Tenant. In the event that at any
time prior to the time that Tenant exercises a Renewal Option, Tenant has
subleased all of the Premises to a subtenant, and Landlord provides notice to
Tenant that in Landlord’s reasonable judgment, acting in good faith, such
subtenant is (i) involved in on-going criminal activities, including without
limitation illegal drug trafficking; or (ii) in violation of any laws relating
to terrorism or money laundering, including Executive Order No. 13224 on
Terrorist Financing (effective September 24, 2001), and the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Pubic Law
107-56); or (iii) engaged in a business or use at the Premises other than the
use permitted under the Lease; or (iv) of a type of tenant that Landlord would
not normally accept as a tenant in Landlord’s properties that are similar in
nature to the Building, based upon Landlord’s judgment of such tenant’s
business, financial condition, business history, proposed use or other similar
lawful considerations, then upon Tenant’s receipt of such notice, Tenant’s
Renewal Rights set forth in this Section 30 shall be suspended for so long as
such Subtenant remains a subtenant of Tenant of the Premises.

     

              e.
          Base Rent for Renewal Lease
Term. The
Minimum Base Rent for the Renewal Lease Term shall be at the Fair Market Rental
Rate, determined as follows:

    
      
        	 
      	 
      	 
      
	 
      	
                i.

              	
                Definition. The term
      “Fair Market Rental Rate” shall mean the market rental rate for the time
      period such determination is being made for office space in class “A”
      office buildings in the Brentwood/Cool Springs, Tennessee area (“Area”) of
      comparable condition for space of equivalent quality, size, utility and
      location. Such determination shall take into account all relevant factors,
      including, without limitation, the following matters: the credit standing
      of Tenant; the length of the term; expense stops; the fact that Landlord
      will experience no vacancy period and that Tenant will not suffer the
      costs and business interruption associated with moving its offices and
      negotiating a new lease; construction allowances and other tenant
      concessions that would be available to tenants comparable to Tenant in the
      Area (such as moving expenses allowance, free rent periods, and lease
      assumptions and take-over provisions, if any, but specifically excluding
      the value of improvements installed in the Premises at Tenant’s cost), and
      whether adjustments are then being made in determining the rental rates
      for renewals in the Area because of concessions offered by Landlord to
      Tenant (or the lack thereof for the Renewal Lease Term in question). For
      purposes of such calculation, a commission in connection with the Renewal
      Lease Term in question, to be paid by Landlord to a representative of
      Tenant, and based on then current market rates, shall be included to the
      extent actually required to be
paid.

              


      

    


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    

     

    
      
        	 
      	 
      	 
      
	 
      	
                ii.

              	
                Determination. Landlord shall
      deliver to Tenant notice of the Fair Market Rental Rate (the “FMR Notice”)
      for the Premises for the Renewal Lease Term in question within thirty (30)
      days after Tenant exercises the option giving rise for the need to
      determine the Fair Market Rental Rate. If Tenant disagrees with Landlord’s
      assessment of the Fair Market Rental Rate specified in a FMR Notice, then
      it shall so notify Landlord in writing with fifteen (15) business days
      after delivery of such FMR Notice; otherwise, the rate set forth in such
      notice shall be the Fair Market Rental Rate. If Tenant timely delivers to
      Landlord notice that Tenant disagrees with Landlord’s assessment of the
      Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to
      determine the Fair Market Rental Rate. If Tenant and Landlord are unable
      to agree on such Fair Market Rental Rate within ten (10) business days
      after Tenant notifies Landlord of Tenant’s disagreement with Landlords’
      assessment thereof, then Landlord and Tenant shall appoint an independent
      real estate appraiser with at least five (5) years’ commercial real estate
      appraisal experience in the Area market. The two appraisers shall then,
      within ten (10) days after their designation, select an independent third
      appraiser with like qualification. If the two appraisers are unable to
      agree on the third appraiser within such ten (10) days period, either
      Landlord or Tenant, by giving five (5) days prior notice thereof to the
      other, may apply to the then presiding Clerk of Circuit Court of Davidson
      County for selection of a third appraiser who meets the qualifications
      stated above. Within fifteen (15) business days after the selection of the
      third appraiser, a majority of the appraisers shall determine the Fair
      Market Rental Rate. If a majority of the appraisers is unable to agree
      upon the Fair Market Rental Rate by such time, then the two (2) closest
      appraisals shall be averaged and the average will be the Fair Market
      Rental Rate. Tenant shall bear the entire costs of the appraisers.
      Notwithstanding the foregoing, in the event the Fair Market Rental Rate is
      determined by the appraisers as described above, Tenant shall have five
      (5) business days after the receipt of the establishment of the Fair
      Market Rental Rate to withdrew the exercise of the Renewal
      Option.

              
	 
      	 
      	 
      
	 
      	
                iii.

              	
                Administration. If Tenant has
      exercised the Renewal Option and the Fair Market Rental Rate for the
      Renewal Lease Term has not been determined in accordance with this Lease
      by the time that Rent for the Renewal Lease Term is to commence in
      accordance with the terms hereof, then Tenant shall pay Rent for the
      Renewal Lease Term based on the Fair Market Rental Rate proposed by
      Landlord pursuant to this Lease until such time as the Fair Market Rental
      Rate has been so determined, at which time appropriate cash adjustments
      shall be made between Landlord and Tenant such that Tenant is charged Rent
      based on the Fair Market Rental Rate (as finally determined pursuant to
      this Lease) for the Renewal Lease Term during the interval in
      question.

              
	 
      	 
      	 
      


      

    


    
      
         


      

      
        -37-

        
          

        

      

      
         


      

    


              31.         EXPANSION OPTIONS OF
TENANT.

     

              a.
          Right of First Refusal. During the Lease,
Tenant shall have a continual right of first refusal on any space that becomes
available in the Building, subject to the extension, expansion, renewal or other
rights of other tenants (each a “Third Party Tenant”) in the Building or other
buildings owned by Landlord on the Office Campus.

     

              b.
          Other Tenant Leases. As an
additional right to the right of first refusal provided in Section 31.a above,
during the first seven (7) years of the Term, Tenant shall have a continuing
right of first refusal on any space that becomes available within the Building,
and Landlord shall not grant to any other Third Party Tenant any extension of
premises or renewal of the lease of such Third Party Tenant (each a “Third Party
Lease”) unless such Third Party Tenant is exercising an option to extend or
renew granted in the Third Party Lease or such Third Party Tenant expands its
existing space and extends the term of the Third Party Lease to provide that the
termination of the Third Party Lease is coterminous with the lease for the
expanded space. Notwithstanding and without limiting the foregoing, if Tenant
provides written notice to Landlord no later than January 31, 2008 of Tenant’s
intent to lease the space thereunder, Landlord shall not grant any renewal of
that certain lease between Landlord and Title Enterprise Services Company, LLC
dated March 18, 2002 for 5,673 square feet of space in the
Building.

     

              c.
          Exercise of Right of First
Refusal. In addition to the contingencies listed in Section 31.d below,
Tenant’s right of first refusal under this Section shall require that Tenant
provide written notice to Landlord of the exercise of such right within ten (10)
business days after written notice from Landlord thereof (each, an “Availability
Notice”). Within ten (10) business days after receipt of a request from Tenant,
Landlord shall provide to Tenant an Availability Notice on all space in the
Building or the Office Campus that is not currently leased or the subject of an
executed letter of intent, provided that Tenant shall not be entitled to make
such request moree than four (4) times in any twelve month period. Tenant’s
failure to exercise such right as provided above shall remove such space from
Tenant’s right of first refusal, provided that within two hundred seventy (270)
days after the date of Tenant’s receipt of the Availability Notice with respect
thereto, Landlord has entered into a lease with such third party or has executed
a letter of intent with the third party and is diligently working to enter into
such lease, in which case the two hundred seventy day period shall be extended
as long as Landlord and the third party are actively negotiating the terms of
such lease. In addition to the written notice from Landlord, Landlord shall,
upon request of Tenant therefor, provide to Tenant a list of Third Party
Leases  that will expire within seven (7) years of the Commencement
Date and the date, if any, that such Third Party Tenants must exercise rights of
renewal or extension.


    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    


              d.
          Contingency. Tenant’s right
of first refusal under this Section is contingent upon the following, all
effective as of the date such right of first refusal is exercised by Tenant: (i)
Tenant is not in default under the Lease; (ii) no event has occurred that upon
notice or the passage of time would constitute a default; (iii) Tenant is not
disqualified by multiple defaults as provided in the Lease; and (iv) Tenant or
its permitted assignee is occupying the Premises.

     

              e.           Rent and Term. In the event
Tenant exercises on one or more occasion any right of first refusal under this
Section, the space within the Building added under the right of first refusal
(the “Added Space”) will be added to the Premises and the Base Rent for the
Initial Premises and all other provisions of this Lease shall be applicable to
the Added Space. In the event that the Added Space is unfinished shell space
(“Shell Space”), the term for such Added Space shall be the greater of (i) not
less than five (5) years or (ii) Term of the Lease, as extended or renewed. In
the event that the Added Space is second generation, finished space (“Finished
Space”), the term for the Added Space shall be the greater of (i) not less than
three (3) years or (ii) Term of the Lease, as extended or renewed. Commencement
of Base Rent and Additional Rent payments, for Finished Space, shall occur on
the earlier of (i) occupancy by Tenant or (ii) two (2) months after delivery of
possession to Tenant of the Added Space in broom-clean and vacant condition.
Commencement of Base Rent and Additional Rent payments for Shell Space, shall
occur on the earlier of (i) occupancy by Tenant or (ii) three (3) months after
Landlord provides possession to Tenant of the Added Space in broom-clean and
vacant condition with Base Building Improvements completed.

     

              f.
          Improvement Allowance. Landlord shall grant an
Allowance for the Tenant in the amount of $25.00 per rentable square foot for
Shell Space and an Allowance of $2.00 per rentable square foot for each year of
the term established for Finished Space, not to exceed $12.00 per rentable
square foot, and Landlord and Tenant will execute a Workletter for the Added
Space in the form of Exhibit
B attached hereto and incorporated herein by reference.

     

              g.
          Space in Other
Buildings. Subject to
availability, in the event that Tenant has additional space needs that cannot be
met in the Building, but additional buildings are constructed, owned and
controlled by Landlord or an affiliate of Landlord in the Office Campus (each, a
“Related Building”), Landlord will extend to Tenant the option of leasing
additional space in such other buildings under terms set forth above in
Subsections 31.c, e and f (the “Rent Terms”). In addition, following the initial
lease term of any space in a Related Building, and subject to the rights of any
Third Party Tenant in such Related Building, Tenant shall have the right of
first offer on any space which Landlord or the owner or manager of such Related
Building Intends to offer to the general market on the Rent Terms. Landlord
shall provide to Tenant notice of such space being available and the terms and
conditions on which Landlord is willing too lease such space. If Tenant desires
to lease such space it shall provide notice of such election to Landlord within
ten (10) days after its receipt of the availability notice from Landlord. If
Tenant fails to notify Landlord that it elects to lease such space, Landlord
shall be free to lease such space to a third party on substantially the same
terms and conditions offered to Tenant. If Landlord does not within two hundred
seventy (270) days after the date of Tenant’s receipt of the Availability Notice
with  respect thereto, enter into a lease or execute a letter of
intent with the third party and thereafter diligently negotiate to enter into
such lease, Landlord shall first offer the space to Tenant again before offering
such space to the general market.


    
      
         


      

      
        -39-

        
          

        

      

      
         


      

    

     

              32.
        ASSIGNMENT AND ASSUMPTION OF TENANT’S
EXISTING LEASE.

     

              a.
          Tenant is the tenant
under an existing Lease Agreement between Tenant and Sun Life Assurance Company
of Canada (“Sun Life”), successor to Maryland Park Center, Limited Liability
Company (the “MPC Landlord”) dated April 25, 1997, as amended by Amendment to
Lease dated September 23, 1997, as further amended by Second Amendment to Lease
dated December 9, 1997, as further amended by Third Amendment to Lease dated
February 6, 1998, and as further amended by Fourth Amendment to Lease dated
March 16, 2001, for space located in Maryland Park Center, Eastpark Drive,
Brentwood, Tennessee (as amended, the “MPC Lease”). Landlord acknowledges that
it has received and reviewed a copy of the MPC Lease and is familiar with the
terms and conditions set forth therein.

     

              b.
          In consideration of
Tenant entering into this Lease, Landlord has agreed to assume from Tenant all
of Tenant’s interest, rights and duties under the MPC Lease. Under the MPC Lease
the consent of Sun Life is required prior to the assignment of the MPC Lease
from Tenant to Landlord (“Sun Life’s Consent”). Tenant shall request such
consent from Sun Life. Upon Tenant’s request, Landlord agrees to use reasonable
commercial efforts, but at no cost to Landlord (except Landlord’s legal fees),
to assist Tenant in its efforts to obtain the Sun Life Consent and shall provide
to Sun Life such information as may be required or requested under the MPC
Lease, and will execute and deliver to Sun Life any and all agreements,
certifications and instruments that may, under the MPC Lease, be required in
connection with an assignment of the MPC Lease, without the imposition or
requirement by Landlord of any terms or conditions not contained in the MPC
Lease or the modification or amendment of the terms and conditions contained in
the MPC Lease. Tenant may request Sun Life to issue the Sun Life Consent at such
time as Tenant determines is appropriate. Landlord, without Tenant’s written
consent, shall not discuss or negotiate with Sun Life, or its agents, the
assignment of the MPC Lease as contemplated herein. Any fees or charges imposed
by Sun Life in connection with the Sun Life Consent shall be paid by Tenant.
Upon the termination of the MPC Lease, Landlord shall pay to Tenant any money
held by or on behalf of Sun Life as a security deposit under the MPC Lease and
actually paid by Sun Life to Landlord. In the event that the MPC Lease is
assumed by Landlord, (i) Landlord shall perform all of the obligations of tenant
thereunder in a timely manner and in accordance with the terms and conditions of
the MPC Lease; and (ii) the lease assumption agreement to be entered into
between Landlord and Tenant shall contain standard indemnity agreements between
the parties with respect to their respective periods of tenancy under the MPC
Lease.


    
      
         


      

      
        -40-

        
          

        

      

      
         


      

    

     

              c.
          Notwithstanding the
foregoing, if on the Commencement Date the Sun Life Consent has not been
obtained (the “Non-Assumption”), then from and after the Commencement Date,
Landlord shall perform for Tenant all of the covenants, duties, agreements and
obligations of Tenant under the MPC Lease, including without limitation the
payment of all rent and additional rent thereunder (collectively, the “Assumed
Obligations”). In the event of the Non-Assumption, Landlord shall pay to Tenant
within ten (10) days after receipt from Tenant of  a demand for
payment together with a copy of an invoice from Sun Life, or its agent, relating
to such demand (each, a “Payment Notice”), the amount set forth in such Payment
Notice. Moreover, in the event of the Non-Assumption, Landlord shall pay to
Tenant on a monthly basis all fixed amounts of rent and other payments set forth
in the MPC Lease, without notice or demand, promptly upon receipt by Landlord of
the Base Rent and Additional Rent due hereunder for such month (the “Received
Funds”). Landlord shall make such monthly payments either directly to the MPC
Landlord, if directed by Tenant or otherwise to Tenant, by wire transfer
instructions, provided to Landlord from time to time by Tenant, within
forty-eight (48) hours after Landlord’s receipt of the Received Funds. Provided
that Landlord is not in default hereof, in the event Tenant receives any
reimbursement from the landlord under the MPC Lease relating to the over-payment
of operating expenses or other charges, Landlord shall have the right to receive
from the Tenant such reimbursement to the extent that Landlord made a
corresponding overpayment to Tenant, but not with respect to any payments made
by Tenant prior to the Commencement Date. Landlord shall perform all Assumed
Obligations in a timely manner and in accordance with the terms and conditions
of the MPC Lease.

     

              d.
          From the date of
this Lease, Tenant agrees not to amend, modify, extend, expand or otherwise
change the terms of the MPC. Lease without the express written consent of
Landlord. In the event the MPC Lease is assumed by Landlord, Landlord will not
amend, modify, expand or otherwise change the terms of the MPC Lease in any
manner that would increase or extend the liability of Tenant thereunder without
the express written consent of Tenant.

     

              e.
          In the event that
Landlord fails to make any required payments to the MPC Landlord in the event
that Landlord assumes the MPG Lease as contemplated under Subsection B above or
in the event that Landlord fails to make any required payments to Tenant set
forth in Subsection C above, without in any way limiting Landlord’s obligations
hereunder, Tenant may, but shall not be obligated to, perform such obligation
(each, a “Tenant Cure”). In the event of any Tenant Cure, Tenant shall have the
right to offset from the next payment of Rent due an amount equal to one hundred
ten percent (110%) of the costs and expenses actually and reasonably incurred by
Tenant in effecting such Tenant Cure to the extent of any Received
Funds.

     

              33.
        EXHIBITS.

    
      
        	 
      	 
      	 
      
	 
      	
                a.

              	
                Exhibit A — Premises

              
	 
      	 
      	 
      
	 
      	
                b.

              	
                Exhibit A-1 — Swing
      Premises

              
	 
      	 
      	 
      
	 
      	
                c.

              	
                Exhibit B — Workletter

              
	 
      	 
      	 
      
	 
      	
                d.

              	
                Exhibit C — Rules and
      Regulations

              
	 
      	 
      	 
      
	 
      	
                e.

              	
                Exhibit D — Commencement
      Letter

              
	 
      	 
      	 
      
	 
      	
                f.

              	
                Exhibit E — Guaranty of
      Lease

              
	 
      	 
      	 
      
	 
      	
                g.

              	
                Exhibit F — HVAC
      Specifications

              
	 
      	 
      	 
      


      

    


    
      
         


      

      
        -41-

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                h.

              	
                Exhibit G — Cleaning
      Specifications

              
	 
      	 
      	 
      
	 
      	
                i.

              	
                Exhibit H — Form of Generator License
      Agreement

              
	 
      	 
      	 
      
	 
      	
                j.

              	
                Exhibit I — Form of Satellite
      Agreement

              
	 
      	 
      	 
      
	 
      	
                k.

              	
                Exhibit J — Site Plan of Office
      Campus

              


      

    


    
      
         


      

      
        -42- 


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

    PREMISES

     

    Exhibit
A


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    FXMBTT
A-1

     Swing
Premises

     

    Exhibit
A


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
B

    (WORKLETTER —
ALLOWANCE)

     

                        WORKLETTER. This Exhibit B sets forth the
rights and obligations of Landlord and Tenant with respect to space planning,
engineering, final workshop drawings, and the construction and installation of
any.improvements to the Premises to be completed before the Commencement Date
(“Tenant Improvements”). This Workletter contemplates that the performance of
this work will proceed in four stages in accordance with the following schedule:
(i) preparation of a space plan; (ii) final design and engineering and
preparation of final plans and working drawings; (iii) preparation by the
Contractor (as hereinafter defined) of an estimate of the additional cost of the
initial Tenant Improvements; (iv) submission and approval of plans by
appropriate governmental authorities and construction and installation of the
Tenant Improvements by the Commencement Date.

     

                        In
consideration of the mutual covenants hereinafter contained, Landlord and Tenant
do mutually agree to the following:

     

                        1.
          Allowance. Landlord agrees to provide
an allowance of up to $27.50 per rentable square foot for the Initial Premises
and the Swing Premises, to design, engineer, install, supply and otherwise to
construct the Tenant Improvements in the Premises that will become a part of the
Building (the “Allowance”). Tenant is fully responsible for the payment of all
costs in connection with the Tenant Improvements in excess of the Allowance.
Without limiting the foregoing, the Allowance may be used for cabling and
wiring, moving expenses, communications equipment and furniture, the costs of
Tenant’s construction consultant and any costs expended by Tenant to obtain Sun
Life’s Consent under Section 32.b of the Lease, and any unused portion of the
Allowance may be applied toward the Base Rent obligations of Tenant under the
Lease.

     

                        2.
          Space
Planning, Design and Working Drawings. Tenant shall retain Meyers
and Associates (“Architect”), who will do the following at Tenant’s expense
(which expense may be deducted from the Allowance):

     

                        a.         Complete
construction drawings for Tenant’s partition layout, reflected ceiling grid,
telephone and electrical outlets, keying, and finish schedule.

     

                        b.         All
plans and working drawings for the construction and completion of the Premises
(the “Plans”) shall be subject to Landlord’s prior written approval. Any changes
or modifications Tenant desires to make to the Plans shall also be subject to
Landlord’s prior approval. Landlord agrees that it will not unreasonably
withhold its approval of the Plans, or of any changes or modifications thereof;
provided, however, Landlord shall have sole and absolute discretion to approve
or disapprove any improvements that will be visible to the exterior of the
Premises, or which may affect the structural integrity of the Building. Landlord
will provide written notice to Tenant of its disapproval of any Plans, together
with detail explanations of the reasons for such disapproval. Any approval of
the Plans by Landlord shall not constitute approval of any Delays caused by
Tenant and shall not be deemed a waiver of any rights or remedies that may arise
as a result of such Delays. Landlord may condition its approval of the Plans if:
the Plans require unusual or extraordinary design elements or materials that
would cause Landlord to deliver the Premises to Tenant after the scheduled
Commencement Date. If Landlord does not notify Tenant of its rejection or
approval of any Plans submitted to it for review within five (5) business days
after Landlord’s receipt thereof, Landlord will be deemed to have given its
approval. The Plans, as approved by Landlord are sometimes hereinafter referred
to as the “Approved Plans.”

     

    Exhibit
B


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        3.           Tenant
Plan Delivery Date.

     

                        a.
          Tenant acknowledges
that the Architect is acting on behalf of the Tenant and that Tenant (not
Landlord) is responsible for the timely completion of the Plans.

     

                        b.
          Landlord and Tenant
have selected a general contractor (the “Contractor”) to undertake, construct,
install and complete the Tenant Improvements in accordance with the Approved
Plans (the “Work”). Landlord will hereafter assist Tenant in negotiating a final
contract with the Contractor.

     

                        c.
          Tenant covenants to
provide a reflected ceiling, electrical and partition layout no later than
February 17, 2003. Tenant further covenants and agrees to deliver to Landlord on
or before February 24, 2003 (the “Tenant Plan Delivery Date”), the Approved
Plans stamped by an architect licensed in the State of Tennessee and in form and
substance suitable for submission for permitting, but excluding final engineered
mechanical, plumbing and electrical drawings.

     

                        d.
          Time is of the
essence in the delivery of the final Plans. It is vital that the final Plans be
delivered to Landlord by the Tenant Plan Delivery Date in order to allow
Landlord sufficient time to review such Plans, to discuss with Tenant any
changes therein which Landlord believes to be necessary or desirable, to enable
the Contractor to prepare an estimate of the cost of the Tenant Improvements, to
obtain required permits, and to substantially complete the Tenant Improvements
within the time frame provided in the Lease.

     

                        4.
           Work and
Materials at Tenant’s Expense. The Work will be completed
at Tenant’s expense (which expense may be deducted from the Allowance. Landlord
shall coordinate and facilitate all communications between Tenant and the
Contractor.

     

                        a.
          Prior to commencing
Work, Landlord shall submit to Tenant in writing the cost of the Work, which
shall include (i) the Contractor’s cost for completing the Work (including the
Contractor’s general conditions, overhead and profit) and (ii) a construction
supervision fee of one and one-half percent (1.5%) to be paid to Landlord manage
and oversee the work to be done on Tenant’s behalf, provided no such fee shall
be due or payable if the Contractor is an affiliate or otherwise related to
Landlord. Tenant shall have five (5) business days to review and approve the
cost of the Work. Landlord shall not authorize the Contractor to proceed with
the work until the cost is mutually agreed upon and approved in writing by
Tenant and delivered to Landlord.

     

    Exhibit
C


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        b.
          Any changes in the
approved cost of the Work shall be by written change order signed by the Tenant.
Tenant agrees to process change orders in a timely fashion. Tenant acknowledges
that the following items may result in change orders:

    
      
        	 
      	 
      	 
      
	 
      	
                i.

              	
                Municipal
      or other governmental inspectors require changes to the Premises such as
      additional exit lights, fire damper or whatever other changes they may
      require. In such event, Landlord will notify the Tenant of the required
      changes, but the cost of such changes and any delay associated with such
      changes shall be the responsibility of the Tenant.

              
	 
      	 
      	 
      
	 
      	
                ii.

              	
                Tenant
      makes changes to the Plans or requests additional work. Tenant will be
      notified of the cost and any delays that would result from the change by a
      change order signed by Tenant before the changes are implemented. Any
      actual delays caused by such changes shall not delay the Commencement Date
      of the Lease.

              
	 
      	 
      	 
      
	 
      	
                iii.

              	
                Any
      errors or omissions in the Plans or specifications which require changes.
      Landlord will notify the Tenant of the required changes, but the cost of
      such changes and any actual delay associated with such changes shall be
      the responsibility of the Tenant, and shall not delay the commencement
      date of the Lease.

              
	 
      	 
      	 
      
	 
      	
                iv.

              	
                Materials
      are not readily available, require quick ship charges, or require
      substitution.

              
	 
      	 
      	 
      
	 
      	
                v.

              	
                The
      upfit schedule requires Express Review to get permits, which will increase
      the costs of the permitting
process.

              


      

    

     

                        c.
          All work performed
in connection with the construction of the Premises shall be performed in a good
and workmanlike manner and in accordance with all applicable laws and
regulations and with the Approved Plans.

     

                        5.
          Signage
and Keys. Landlord shall provide
the following in accordance with building standards at Tenant’s expense (which
expense may be deducted from the Allowance): (i) door and directory signage;
(ii) suite and Building keys or entry cards; and (iii) the placement of Tenant’s
name on the existing monument sign located on the south side of the
Building.

     

                        6.          Commencement
Date.

     

                        a.         The
Commencement Date shall be the date twenty-one (21) days after the Contractor
has completed the Work to the extent that Tenant can possess the Premises for
the purpose of installing furnishings, fixtures and equipment. The remaining
work to be performed by Contractor pursuant to the Approved Plans shall have
been substantially completed by the Commencement Date (excluding items of work
and adjustment of equipment and fixtures that can be completed without causing
material Interference with Tenant’s use of the Premises – i.e., “punch list items”).
The Contractor shall be required to complete any such punch list items within
thirty (30) days after delivery of the Premises. Substantial completion shall
include the provision of operational utility systems, including without
limitation telephone trunk lines, to the Premises. Notwithstanding and without
limiting any other provision of this Lease, if delivery of possession, as
defined in Section 3.d of the Lease, is not made by July 8, 2003, and such delay
is attributable to a Landlord Delay, Tenant shall receive a credit against Base
Rent in the amount of $2,219.00 for each day of delay after July 8,
2003.

     

    Exhibit
D


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        b.
          Notwithstanding the
foregoing, if Landlord shall be actually delayed in delivering possession of the
Premises as a result of:

    
      
        	 
      	 
      	 
      
	 
      	
                i.

              	
                Tenant’s
      failure to approve the space plan within the time
    specified;

              
	 
      	 
      	 
      
	 
      	
                ii.

              	
                Tenants
      failure to furnish to Landlord the final Plans on or before the Tenant
      Plan Delivery Date;

              
	 
      	 
      	 
      
	 
      	
                iii.

              	
                Tenant’s
      failure to approve Landlord’s cost estimates;

              
	 
      	 
      	 
      
	 
      	
                iv.

              	
                Tenant’s
      failure to timely respond to change orders;

              
	 
      	 
      	 
      
	 
      	
                v.

              	
                Tenant’s
      changes in the Tenant Improvements or the Plans (notwithstanding
      Landlord’s approval of any such changes);

              
	 
      	 
      	 
      
	 
      	
                vi.

              	
                Tenant’s
      request for changes in or modifications to the Plans subsequent to the
      Tenant Plan Delivery Date;

              
	 
      	 
      	 
      
	 
      	
                vii.

              	
                Inability
      to obtain materials, finishes or installations requested by Tenant that
      are not part of the Building Standard Improvements, but only if such
      inability results from a force
      Majeure;

              
	 
      	 
      	 
      
	 
      	
                viii.

              	
                The
      performance of any work by any person, firm or corporation employed or
      retained by Tenant; or

              
	 
      	 
      	 
      
	 
      	
                ix.

              	
                Any
      other act or omission by Tenant or its agents, representatives, and/or
      employees;

              
	 
      	 
      	 
      
	 
      	 
      	
                then,
      in any such event, for purposes of determining the Commencement Date, the
      Premises shall be deemed to have been delivered to Tenant on the date that
      Landlord and Architect reasonably and in good faith determine that the
      Premises would have been substantially completed and ready for delivery if
      such delay or delays had not
occurred.

              


      

    

     

                          7.
          Tenant
Improvement Expenses in Excess of the Allowance. Tenant agrees to pay to
Landlord, promptly upon being billed periodically or otherwise, all costs and
expenses in excess of the Allowance, Incurred in connection with the Tenant
Improvements, engineering, space planning and final workshop drawings. Tenant’s
payment of periodic billings for costs and expenses in excess of the Allowance,
is not subject to the completion of punch list items, as defined herein. Such
costs and expenses shall include all amounts charged by the Contractor for
performing such work and providing such
materials (including the Contractor’s general conditions, overhead and profit).
If unpaid within thirty (30) days after receipt of invoice from Landlord, a late
charge in the amount of ten percent (10%) of the amount due shall be paid by
Tenant.

     

    Exhibit
E


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        8.          Repairs
and Corrections.
The Contractor shall be required to provide Tenant a one-year warranty from the
date of delivery of the Premises and completion of any punch list items to the
extent applicable to such items, transferable to Tenant, for defective
workmanship and materials. All manufacturers’ and builders’ warranties with
respect to the Work shall be issued to or transferred to Tenant, without
recourse to the Landlord. Tenant shall repair or correct any defective work or
materials installed by Tenant or any contractor other than the Contractor
selected by Landlord, or any work or materials that prove defective as a result
of any act or omission of Tenant or any of its employees, agents, invitees,
licensees, subtenants, customers, clients, or guests.

     

                        9.
          Inspection
of Premises; Possession by Tenant. Prior to taking possession
of the Premises, Tenant, Architect, if requested by Tenant, and Landlord shall
inspect the Premises and Tenant shall give Landlord notice of any defects or
Incomplete work (“Punchlist”). Tenant’s possession of the Premises constitutes
acknowledgment by Tenant that the Premises are in good condition and that all
work and materials provided by Landlord are satisfactory as of such date of
occupancy, except as to (i) any defects or incomplete work set forth in the
Punchlist, (ii) latent defects, and (iii) any equipment that is used seasonally
if Tenant takes possession of the Premises during a season when such equipment
is not in use.

     

                        10.          
Access
During Construction. During construction of the
Tenant Improvements and with prior approval of Landlord, Tenant shall be
permitted reasonable access to the Premises for the purposes of taking
measurements, making plans, installing trade fixtures, and doing such other work
as may be appropriate or desirable to enable Tenant to assume possession of and
operate in the Premises; provided, however, that such access does not interfere
with or delay construction work on the Premises and does not include moving
furniture or similar items into the Premises. Prior to any such entry, Tenant
shall comply with all insurance provisions of the Lease. All waiver and
indemnity provisions of the Lease shall apply upon Tenant’s entry of the
Premises.

     

                        11.          
Base
Buildinq Improvements. Landlord at its sole cost
and expense, without charge against the Allowance, shall provide the Premises
and the Building with Base Building Improvements. Included in Base Building
improvements are the following minimum features of the Leased Premises and/or
the Building:

     

    Floors

     

    Concrete
slab construction. Up to 100 lbs. per square foot live load
capacity.

     

    Walls

     

    Multi-Tenant
Floor ―
Tenant side of main corridor walls will require drywall and tenant finishes.
Exterior walls framed.

     

    Exhibit
F


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Single-Tenant
Floor ― Main
corridor will not be constructed (except for 1st floor). Exterior walls
framed.

     

    Ceilings

     

    Exposed
structure.

     

    Mechanical

     

    HVAC
system type and capacity: 400 ton condenser water system with two (2) single
cell cooling towers and two (2) condenser water pumps. Variable air volume self
contained unit on each floor with 72 tons on the first floor and 80 tons on
floors 3 and 4 and 85 tons on floor 5. Full energy management system to
efficiently control all mechanical units/systems.

     

    Central
air handling units with main duct loop to include power induction units. Air
distribution from power induction units shall be installed as part of tenant
build out. Tenant will be charged against the Allowance the cost for existing
power induction units and tenant air distribution. Landlord has identified
approximately 48 existing units on the 5th, 4th and the 3rd floors, at a total
cost of $60,048.00.

     

    Buildinq
Connectivity

     

    Landlord,
at its sole cost and expense, shall provide underground connectivity, in the
form of multiple conduits, to its buildings in the Office Campus.

     

    Restrooms

     

    Finished
on each floor.

     

    Main
Lobby

     

    Finished
as exists

     

    Interior Common
Areas

     

    Finished
on first floor and all multi-tenant upper floors

     

    Electrical

     

    Breaker
space available in one high-voltage (277/480 V) and two low-voltage (120/280 V)
electrical panels. Panels located in a central electrical closet on each
floor.

     

    Sprinkler
System

     

    Sprinkler
main distribution system throughout each floor with upturned heads.

     

    Exhibit
G


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Window
Treatment

     

    Horizontal
aluminum blinds with 1” slats at all exterior windows.

     

    Exhibit
H


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
C

    Rules
and Regulations

     

                        1.
          Access to Building. On
Saturdays, Sundays, legal holidays and weekdays between the hours of 6:00 P.M.
and 8:00 A.M., access to the Building and/or to the halls, corridors, elevators
or stairways in the Building may be restricted and access shall be gained by use
of a key or electronic card to the outside doors of the Buildings. Landlord may
from time to time establish reasonable security controls for the purpose of
regulating access to the Building. Tenant shall be responsible for providing
access to the Premises for its agents, employees, invitees and guests at times
access is restricted, and shall comply with all such security regulations so
established.

     

                        2.          Non-Smoking Facility. This
office building is a non-smoking facility.

     

    No
smoking is allowed in any Leased Premises or in the common areas of the office
building.

     

                        3.
          Protecting Premises. The last
member of Tenant to leave the Premises shall close and securely lock all doors
or other means of entry to the Premises.

     

                        4.
          Building Directories. The
directories for the Building in the form selected by Landlord shall be used
exclusively for the display of the name and location of tenants. Any additional
names and/or name change requested by Tenant to be displayed in the directories
must be approved by Landlord and, if approved, will be provided at the sole
expense of Tenant.

     

                        5.
          Large Articles. Other than in
connection with Tenant’s initial move-in, furniture, freight and other large or
heavy articles may be brought into the Building only at times and in the manner
designated by Landlord and always at Tenant’s sole responsibility. All damage
done to the Building, its furnishings, fixtures or equipment by moving or
maintaining such furniture, freight or articles shall be repaired at Tenant’s
expense.

     

                        6.
          Signs. Tenant shall not paint,
display, inscribe, maintain or affix any sign, placard, picture, advertisement,
name, notice, lettering or direction on any part of the outside or inside of the
Building, or on any part of the inside of the Premises which can be seen from
the outside of the Premises, without the written consent of Landlord, and then
only such name or names or matter and in such color, size, style, character and
material as shall be first approved by Landlord in writing. Landlord, without
notice to Tenant, reserves the right to remove, at Tenant’s expense, all matter
other than that provided for above.

     

                        7.          Intentionally
Omitted.

     

                        8.          Intentionally
Omitted.

     

                        9.
          Defacing Premises and
Overloading. Tenant shall not place anything or allow anything to be
placed in the Premises near the glass of any door, partition, wall, window or
window sill that may be unsightly from outside the Premises. Tenant shall not
place or permit to be placed any article of any kind on any window ledge or on
the exterior walls; blinds, shades, awnings or other forms of inside or outside
window ventilators or similar devices shall not be placed in or about the
outside windows in the Premises except to the extent that the character, shape,
color, material and make thereof is approved by Landlord. Tenant shall not
overload any floor or part thereof in the Premises, or any facility in the
Building or any public corridors or elevators therein by bringing in or removing
any large or heavy articles and Landlord may direct and control the location of
safes, files, and all other heavy articles and, if considered necessary by
Landlord may require Tenant at its expense to supply whatever supplementary
supports necessary to properly distribute the weight.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        10.
          Obstruction of Public Areas.
Tenant shall not, whether temporarily, accidentally or otherwise, allow anything
to remain in, place or store anything in, or obstruct in any way, any sidewalk, court,
hall, passageway, entrance, or shipping area. Tenant shall lend its full
cooperation to keep such areas free from all obstruction and in a clean and
sightly condition, and move all supplies, furniture and equipment as soon as
received directly to the Premises, and shall move all such items and waste
(other than waste customarily removed by Building employees) that are at any
time being taken from the Premises directly to the areas designated for
disposal. All courts, passageways, entrances, exits, elevators, escalators,
stairways, corridors, halls and roofs are not for the use of the general public
and Landlord shall in all cases retain the right to control and prevent access
thereto by all persons whose presence, in the judgment of Landlord, shall be
prejudicial to the safety, character, reputation and interest of the Building
and its tenants; provided, however, that nothing herein contained shall be
construed to prevent such access to persons with whom Tenant deals within the
normal course of Tenant’s business so long as such persons are not engaged in
illegal activities.

     

                        11.
          Additional Locks. Tenant shall
not attach, or permit to be attached, additional locks or similar devices to any
door or window, change existing locks or the mechanism thereof, or make or
permit to be made any keys for any door other than those provided by Landlord.
Upon termination of this Lease or of Tenant’s possession, Tenant shall
immediately surrender all keys to the Premises.

     

                        12.
          Communications or Utility
Connections. If Tenant desires signal, alarm or other utility or similar
service connections installed or changed, then Tenant shall not install or
change the same without the approval of Landlord, and then only under direction
of Landlord and at Tenant’s expense. Tenant shall not install in the Premises
any equipment which requires a greater than normal amount of electrical current
for the permitted use without the advance written consent of Landlord. Tenant
shall ascertain from Landlord the maximum amount of load or demand for or use of
electrical current which can safely be permitted in the Premises, taking into
account the capacity of the electric wiring in the Building and the Premises and
the needs of other tenants in the Building, and shall not in any event connect a
greater load than that which is safe.

     

                        13.
          Office of the Building.
Service requirements of Tenant will be attended to only upon application at the
office of Highwoods Properties, Inc. Employees of Landlord shall not perform,
and Tenant shall not engage them to do any work outside of their duties unless
specifically authorized by Landlord.

     

    Exhibit
2


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                        14.
          Restrooms. The restrooms,
toilets, urinals, vanities and the other apparatus shall not be used for any
purpose other than that for which they were constructed, and no foreign
substance of any kind whatsoever shall be thrown therein. The expense of any
breakage, stoppage or damage resulting from the violation of this rule by an
employee, contractor, guest or invitee of Tenant shall be borne by the Tenant
whom, or whose employees or invitees, shall have caused it.

     

                        15.
          Intoxication. Landlord
reserves the right to exclude or expel from the Building any person who, in the
judgment of Landlord, is intoxicated, or under the influence of liquor or drugs,
or who in any way violates any of the Rules and Regulations of the
Building.

     

                        16.
          Nuisances and Certain Other
Prohibited Uses. Except as permitted by the Lease, Tenant shall not (a)
install or operate any internal combustion engine, boiler, machinery,
refrigerating, heating or air conditioning apparatus in or about the Premises;
(b) engage in any mechanical business, or in any service in or about the
Premises or Building, except those ordinarily embraced within the Permitted Use
as specified in Section 3 of the Lease; (b) use the Premises for housing,
lodging, or sleeping purposes; (c) prepare or warm food in the Premises (heating
coffee and individual lunches of employees excepted) except by express
permission of Landlord; (d) place any radio or television antennae on the roof
or on or in any part of the Inside or outside of the Building other than the
inside of the Premises, or place a musical or sound producing instrument or
device inside or outside the Premises which may be heard outside the Premises;
(e) use any power source for the operation of any equipment or device other than
dry cell batteries or electricity; (f) bring or permit to be in the Building any
bicycle, other vehicle, dog (except in the company of and for the purpose of
assistance to a disabled person) other animal or bird; (g) make or permit any
objectionable noise or odor to emanate from the Premises; (h) disturb, harass,
solicit or canvass any occupant of the Building; (i) do anything in or about the
Premises which could be a nuisance or tend to injure the reputation of the
Building; (j) allow any firearms in the Building or the Premises except as
approved by Landlord in writing.

     

                        17.
          Solicitation. Tenant shall not
canvass other tenants in the Building to solicit business or contributions and
shall not exhibit, sell or offer to sell, use, rent or exchange any products or
services in or from the Premises unless ordinarily embraced within the Tenant’s
Permitted Use as specified in Section 3 of the Lease.

     

                        18.
          Energy Conservation. Tenant
shall not unduly waste electricity, water, heat or air conditioning and agrees
to cooperate fully with landlord to insure the most effective operation of the
Building’s heating and air conditioning, and shall not allow the adjustment
(except by Landlord’s authorized Building personnel) of any controls. No space
heaters are allowed in any Leased Premises.

     

                        19.
          Building Security. At all
times other than normal business hours the exterior Building doors and suite
entry door(s) must be kept locked to assist in security. The janitorial service,
upon completion of its duties, will lock all Building doors. Problems in
Building and suite security should be directed to Landlord at (615)
320-5566.

     

    Exhibit
3


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        20.
          Parking. Parking is in
designated parking areas only. There may be no vehicles in “no parking” zones or
at curbs. Handicapped spaces are for handicapped persons and the Police
Department will ticket unauthorized (unidentified) cars in handicapped spaces.
Landlord reserves the right to remove vehicles that do not comply with the Lease
or these Rules and Regulations and Tenant shall indemnify and hold harmless
Landlord from its reasonable exercise of these rights with respect to the
vehicles of Tenant and its employees, agents and invitees.

     

                        21.
          Janitorial
Service. The Janitorial staff will remove all trash from trash cans. Any
container or boxes left in hallways or apparently discarded unless clearly and
conspicuously labeled DO NOT REMOVE may be removed without liability to Tenant.
Any large volume of trash resulting from delivery of furniture, equipment, etc.,
should be removed by the delivery company, Tenant, or Landlord at Tenant’s
expense. Janitorial service will be provided after hours five (5) days a week.
All requests for trash removal other than normal janitorial services should be
directed to Landlord at (615) 320-5566.

     

    Exhibit
4


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
D

    COMMENCEMENT
AGREEMENT

     

                         This COMMENCEMENT
AGREEMENT (the “Agreement”), made and entered into as of this ___ day of
_____________, 2003, by and between HIGHWOODS
REALTY LIMITED PARTNERSHIP, with
its principal office at 2120 West End. Avenue, Ste.
100, Nashville, Tennessee 37203 (“Landlord”) and ICON
CLINICAL RESEARCH INC., a Pennsylvania corporation, with its principal
office at 320 Seven Springs Way, Brentwood, Tennessee 37027
(“Tenant”);

     

    WITNESSETH:

     

                        WHEREAS,
Tenant and Landlord entered into that certain Lease Agreement dated
____________________ (the “Lease”), for space designated as Suite ___,
comprising approximately __________ rentable square feet, in the Seven Springs I
Building, located at 320 Seven Springs Way, City of Brentwood, County of
Davidson, State of Tennessee; and

     

                        WHEREAS,
the parties desire to establish the Commencement Date and Expiration Date as set
forth below,

     

                        NOW,
THEREFORE, in consideration of the mutual and reciprocal promises herein
contained, Tenant and Landlord hereby agree that said Lease hereinafter
described be, and the same is hereby modified in the following
particulars:

     

                        1.
          The term of the
Lease by and between Landlord and Tenant actually commenced on _________________
(the “Commencement Date”). The initial term of said Lease shall terminate on
______________ (the “Expiration Date”). Section 3, entitled “Term”, and all
references to the Commencement Date and Termination Date in the Lease are hereby
amended.

     

                        2.          The
Initial Premises contains _______ rentable square feet of
space.

     

                        3.
          Except as modified
and amended by this Agreement, the Lease shall remain in full force and
effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

    
      
        
          
            
              
                
                  	 
      	 
      	 
      
	 
      	
                          Tenant:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          ICON
      CLINICAL RESEARCH INC.,

                          a
      Pennsylvania corporation

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      
	 	Printed
      Name:	 
	 
      	 
      	 
      
	 
      	
                          Title:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Date:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Landlord:

                        	 
      
	 	 	 
	 
      	
                          HIGHWOODS
      REALTY LIMITED

                          PARTNERSHIP,
      a North Carolina

                          limited
      partnership

                        
	 	 
	 
      	
                          By:

                        	
                          Highwoods
      Properties, Inc.,

                          a
      Maryland corporation,

                          its
      sole general partner

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Printed
      Name:

                        	
                          W.
      Brian Reames

                        
	 
      	 
      	 
      
	 
      	
                          Title:

                        	
                          Vice
      President

                        
	 
      	 
      	 
      
	 
      	
                          Date:

                        	 
      


                

              

            

          

        

      

    

     

    Exhibit
2


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
E

    GUARANTY
OF LEASE

     

                       This
Guaranty is made as of the ____ day of ______________, 2003, by ICON PLC, whose
address is South County Business Park, Leopardstown, Dublin 18, Ireland
(“Guarantor”), in favor of HIGHWOODS REALTY LIMITED PARTNERSHIP (“Landlord”),
whose address is 3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604
(the “Guaranty”).

     

                        1          Lease. The “Lease” shall mean
that certain Office Lease dated _______________,___, by and between Landlord and
ICON Clinical Research Inc. (“Tenant”) for the property located at 320 Seven
Springs Way, Brentwood, Davidson County, Tennessee 37027 and all extensions,
renewals, amendments, supplements or modifications thereto.

     

                        2.
          Purpose and
Consideration. The execution and
delivery of this Guaranty by Guarantor is a condition to Landlord’s entering
into the Lease with Tenant and is made to induce Landlord to enter into the
Lease. Guarantor is a stockholder, partner, member, manager, officer or director
of Tenant.

     

                        3.
          Guaranty. Guarantor hereby
absolutely, unconditionally and irrevocably, guarantees the compliance with and
performance by Tenant of each of the provisions, covenants, agreements and
conditions applicable to Tenant contained in the Lease and guarantees the full
and prompt payment by Tenant of the Base Rent, Additional Rent another amount
payable by Tenant under the Lease, as and when the same become due, whether by
acceleration or otherwise. This is a Guaranty of payment and not of collection.
Guarantor further acknowledges and agrees to comply with the obligations
provided in Section 291 of the Lease pertaining to the provisions of financial
statements.

     

                        4.
          Guaranty as Independent. The obligations
of Guarantor hereunder are independent of the obligations of Tenant, and
Guarantor expressly agrees that a separate action or actions may be brought and
prosecuted against Guarantor whether or not any action is brought against Tenant
and whether or not Tenant is joined in any action against Guarantor and that
Landlord may pursue any rights or remedies it has under the Lease and under this
Guaranty in any order or simultaneously or in any other manner.

     

                        5.
          Authorizations to
Landlord. Guarantor authorizes
Landlord, without notice or demand and without affecting Guarantor’s liability
hereunder, from time to time to (i) with Tenant change, amend, modify or alter
any of the terms, covenants, agreements, or conditions contained in the Lease;
(ii) with Tenant extend or renew the Lease; (iii) change, renew, compromise,
extend, accelerate or otherwise change the time for payment of any amounts
payable under the Lease as may be permitted thereunder; (iv) consent to any
assignment, sublease, pledge or transfer of the Lease by Tenant or of Tenant’s
interest in the Premises; (v) release Tenant and substitute any one or more
parties as Tenants or sublessees under the Lease; (vi) waive or fail to take
action with respect to any default by Tenant under the Lease; and (vii) waive or
fail to take action with respect to any remedy under the Lease.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        6.          Application of Payments Received by
Landlord. Any sums of money that
Landlord receives from or on behalf of Tenant may be applied by Landlord to
reduce any indebtedness of Tenant to Landlord as Landlord, in its sole
discretion, deems appropriate.

     

                        7.          Waiver by Guarantor. Guarantor hereby waives
(i) any right to require Landlord to proceed against, give notice to or make
demand upon Tenant; (ii) any right to require Landlord to pursue any remedy of
Landlord; (iii) any right to participate in or to direct the application of any
security held by Landlord; (iv) any defense arising out of any disability or
other defense of Tenant, including cessation, impairment, modification, or
limitation, from any cause, of liability of Tenant or of any remedy for the
enforcement of such liability; and (v) any rights under N.C. G.S. 26-7 et
seq.

     

                        8.
          Subordination by Guarantors. Guarantor hereby
agrees that any indebtedness of Tenant to Guarantor, whether now existing or
hereafter created, shall be subordinated to any indebtedness of Tenant to
Landlord.

     

                        9.
          Notices and Demands. All notices and demands
under this Guaranty shall be in writing and shall be deemed properly given and
received when actually given and received three (3) business days after mailing,
(i) if sent by registered or certified United States mail, postage prepaid,
return receipt requested, addressed to the party to receive the notice or demand
at the address set forth for such party in the first paragraph of this Guaranty
or at such other address as either party may notify the other in writing or (ii)
delivered to a nationally recognized overnight courier service for next business
day delivery, to its addressee at such party’s address as set forth above. A
copy of any notices given by Guarantor to Landlord shall be sent, to Highwoods
Properties, Inc., 2120 West End Avenue Suite 100, Nashville, Tennessee 37203. A
copy of any notices sent to Guarantor shall be sent to Stephan K. Pahides,
Esquire, McCausland, Keen & Buckman, Radnor Court, Suite 160, 259 N.
Radnor-Chester Road, Radnor, PA 19087.

     

                        10.
          Payment of Costs of
Enforcement. In the event any action or proceeding is brought to enforce
this Guaranty and if Landlord is held entitled to recovery against Guarantor,
Guarantor agrees to pay all costs and expenses of Landlord in connection with
such action or proceeding, including reasonable attorneys’ fees; or if Guarantor
prevails, Landlord agrees to pay all costs and expenses of Guarantor in
connection with such action or proceeding, including reasonable attorneys’
fees.

     

                        11.
          Binding Effect. This Guaranty shall be
binding upon Guarantor and its heirs, personal representatives, successors and
assigns and shall inure to the benefit of Landlord and its successors and
assigns.

     

                        12.
          Severability. If any
provision of this Guaranty shall be held invalid or unenforceable, the remainder
of this Guaranty shall not be affected thereby and there shall be deemed
substituted for the affected provision, a valid and enforceable provision as
similar as possible to the affected provision.

     

    Exhibit
2


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        13.
          Governing Law. This Guaranty shall be
interpreted under and enforced according to the laws of the State in which the
Premises are located.

     

                        14.
          Captions for
Convenience. The headings and
captions hereof are for convenience only and shall be not considered in
interpreting the provisions hereof.

     

                       15.          Unless
otherwise defined herein, all capitalized terms shall have the same meaning as
set forth in the Lease.

     

                        IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed under seal
the day and year first above written.

    
      	 
      	 
      	 
      
	 
      	
              ICON
      PLC

            	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	 
      
	 
      	
              Print
      Name:

            	 
      
	 
      	 
      	 
      
	 
      	
              Title:

            	 
      
	 
      	 
      	 
      
	 
      	
              Date:

            	 
      


    

     

    Exhibit
3


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
F

    AIR
CONDITIONING & HEATING DESIGN STANDARDS

     

                         The
following are design standards for the building air-conditioning system for
cooling and heating in the air in the Building:

     

                        1.          During
the normal heating season to maintain an average indoor dry bulb temperature of
not less than 70 degrees F (21 degrees C) or more than 75 degrees (24.4 degrees
C) when the outdoor dry bulb temperature is lower than 65 degrees F (18 degrees
C) but not lower than 9 degrees F (-13 degrees C).

     

                        2.          To
maintain comfort cooling for an average indoor dry bulb temperature of not more
than 75 degrees F when the outside dry bulb temperature is 95 degrees F (24
degrees C).

     

                        3.          During
the intermediate season, the waterside economizer shall be controlled by an
outdoor air enthalpy sensor. Economizer cycle shall be energized at an outdoor
air enthalpy of 20 BTU/LB (adjustable). The cooling tower fans shall be
energized and all tower fans shall run when the basin water temperature is above
46 degrees F. (adjustable). For every degree (adjustable) below 46 degrees F.
one tower fan shall be deenergized. No tower fans shall run when the outside air
enthalpy falls below 12 BTU/LB or the basin water temperature is less than 41
degrees F. (adjustable). The waterside economizer is deenergized when the
outdoor air enthalpy rises above 20 BTU/LB (adjustable). The automatic
changeover returns the system to its normal operation.

     

                        4.          To
furnish not less than.10 cubic feet of fresh air per minute per square foot of
rentable area, and between .20 and 1.0 cubic feet of total air per minute, per
square foot of rentable occupied space.

     

                        5.        
  Landlord will not be responsible for the failure of the
air-conditioning system if such failure results from (i) the occupancy of the
Premises with more than an average of one (1) person for each one hundred eighty
nine (189) rentable square feet of floor area (ii) the installation or operation
by Tenant of machines and appliances, the installed electrical load of which
when combined with the load of all lighting fixtures exceeds five (5) watts per
square foot of floor area and in any manner exceeding the aforementioned
occupancy and electrical load criteria, or (iii) rearrangement of partitioning
after the initial preparation of the Premises. If interference with normal
operation of the
air-conditioning system in the Premises results, necessitating changes in the
air conditioning system servicing the Premises, such changes shall be made by
Landlord upon written notice to Tenant at Tenant’s sole cost and expense. Tenant
agrees to lower and close window coverings when necessary because of the sun’s position
whenever the air conditioning system is in operation, and Tenant agrees at all
times to cooperate fully with Landlord and to abide by all the Rules and
Regulations attached hereto as well as reasonable rules and regulations which
Landlord may hereafter prescribe involving the air conditioning
system.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                       
 6.          The current
design standards for the building air conditioning system for cooling and
heating the air in the subject building meet:

     

              a.          Standard
55-1992. Thermal comfort guidelines prescribed in Figure 5 of Chapter 8 of the 2001
American Society of Heating and Refrigeration Engineers (“ASHRAE”), excerpt of
ASHRAE Standard 55; and

     

              b.         Standard
62-1989 (Ventilation for Acceptable Indoor Air Quality) established by
ASHRAE.

     

    Exhibit
2


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    CLEANING
SERVICES

    (Five
Nights Per Week)

     

    TENANT’S
PREMISES

    
      	 
      	 
      
	
              1.

            	
              Vacuum
      clean all carpeted areas.

            
	 
      	 
      
	
              2.

            	
              Sweep
      and dust mop all non-carpeted areas. Wet mop whenever necessary. Spray
      buff and/or wash and polish all tile floors once per
  month.

            
	 
      	 
      
	
              3.

            	
              All
      office furniture such as desks, chairs, files, filing cabinets, etc. shall
      be dusted with a clean treated dust cloth whenever necessary and only if
      such surfaces are clear of Tenant’s personal property including but not
      limited to plants.

            
	 
      	 
      
	
              4.

            	
              Intentionally
      deleted.

            
	 
      	 
      
	
              5.

            	
              Empty
      wastepaper baskets and remove waste to the designated
    areas.

            
	 
      	 
      
	
              6.

            	
              All
      vertical surfaces within arms reach shall be spot cleaned to remove finger
      marks and smudges. Baseboard and window sills are to be spot cleaned
      whenever necessary.

            
	 
      	 
      
	
              7.

            	
              All
      cleaning of cafeterias, vending areas, kitchen facilities are excluded.
      Tenant may make necessary arrangements for same directly with Landlord’s
      cleaning maintenance company.

            
	 
      	 
      
	
              8.

            	
              Cleaning
      hours shall be Monday through Friday between 5:30 p.m. and 11:00
      p.m.

            
	 
      	 
      
	
              9.

            	
              No
      cleaning service Is provided on Saturday, Sunday and Building
      Holidays.

            
	 
      	 
      
	
              10.

            	
              Cartons
      or refuse in excess which can not be placed in wastebaskets will be marked
      “Trash” by Tenant for removal.

            
	 
      	 
      
	
              11.

            	
              Cleaning
      maintenance company will not remove nor clean tea, coffee cups or similar
      containers unless placed in proper waste basket. If such liquids are
      spilled in waste baskets, the waste baskets will be emptied but not
      otherwise cleaned. Landlord will not be responsible for any stained carpet
      caused from liquids leaking or spilling from Tenant’s wastepaper
      receptacles.

            
	 
      	 
      
	
              12.

            	
              Upon
      completion of cleaning, all lights will be turned off and doors locked
      leaving the Premises in an orderly condition.

            
	 
      	 
      
	
              13.

            	
              Glass
      entrance doors will be cleaned nightly. Interior glass doors or glass
      partitions are excluded. Tenant may make arrangements for same with
      Landlord’s cleaning maintenance
company.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	 
      
	
              14.

            	
              Exterior
      windows will be cleaned at least twice each Lease Year.

            
	 
      	 
      
	
              15.

            	
              Window
      blinds shall be dusted at least once per Lease Year.

            
	 
      	 
      
	
              COMMON
      AREAS

            
	 
      
	
              1.

            	
              Vacuum-
      all carpeting in entrance lobbies, outdoor mats and all
      corridors.

            
	 
      	 
      
	
              2.

            	
              Wash
      glass doors in entrance lobby with a clean damp cloth and dry towel. Dust
      and wipe handles and railings daily.

            
	 
      	 
      
	
              3.

            	
              Clean
      cigarette urns. Sweep and/or wet mop all resilient tile flooring. Hard
      surface floors such as quarry tile, etc., shall be cleaned nightly.
      Resilient tile flooring and hard surface floors shall be deep scrubbed
      once per Lease Year.

            
	 
      	 
      
	
              4.

            	
              Wash,
      clean and disinfect water fountains.

            
	 
      	 
      
	
              5.

            	
              Clean
      all elevators and stairwells.

            
	 
      	 
      
	
              6.

            	
              Lavatories ―
      Men and Women.

            


    

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            a.

                          	
                            Floors
      in all lavatories shall be wet mopped each evening with a germicidal
      detergent to ensure a clean and germ free surface.

                          
	 
      	
                            b.

                          	
                            Wash
      and polish all mirrors, shelves, bright work including any piping and
      toilet seats.

                          
	 
      	
                            c.

                          	
                            Wash
      and disinfect wash basins and sinks using a germicidal
      detergent.

                          
	 
      	
                            d.

                          	
                            Wash
      and disinfect toilet bowls and urinals.

                          
	 
      	
                            e.

                          	
                            Keep
      lavatory partitions, tiled walls, dispensers and receptacles in a clean
      condition using a germicidal detergent when necessary.

                          
	 
      	
                            f.

                          	
                            Empty
      and sanitize sanitary disposal receptacles.

                          
	 
      	
                            g.

                          	
                            Fill
      toilet tissue holders, towel dispensers and soap dispensers. Refills to be
      supplied by
Landlord.

                          


                  

                

              

            

          

        

      

    

    


    
      
        	
                7.

              	
                Clean
      all air ventilation grill work in ceilings.

              
	 
      	 
      
	
                8.

              	
                Atrium
      glass, interior and exterior, shall be cleaned at least twice per Lease
      Year.

              


      

    

     

    Exhibit
2


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
H

     

    GENERATOR
LICENSE AGREEMENT

     

                      
  THIS GENERATOR LICENSE AGREEMENT (as it may be amended in accordance
with the terms hereof, this “Agreement”) Is made as of the ______ day of
____________, 2003, by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North
Carolina limited partnership, (“Owner”) and ICON CLINICAL RESEARCH, INC., a
Pennsylvania corporation (“Licensee”).

     

                        
WHEREAS, Owner is the owner of certain improved real property commonly known as
the Seven Springs I Office Building (the “Building”); and

     

                        WHEREAS,
Licensee is a tenant in the Building pursuant to a lease dated , 2003 by and
between Owner and Licensee (together with all amendments or modifications to
such lease, the “Lease”); and

     

                        WHEREAS,
Licensee desires to have the right to install one (1) generator (the
“Generator”) on the land upon which the Building is located (the “Land”) and
Owner wishes to grant Licensee such right pursuant to the terms and conditions
set forth herein.

     

                        NOW,
THEREFORE, in consideration of the premises set forth above, for the terms and
conditions delineated below, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties do hereby agree as
follows:

     

    1.          Grant
of License.

     

                        Owner
hereby grants to Licensee the right, upon the terms and conditions contained
herein, to install, repair, maintain and operate one (1) Generator (the
“License”) on the Land at the location on the Land that Is shown in cross-hatch
on Exhibit A, attached to and made a part hereof (the “Licensed Area”). Licensee
may also use the Building’s conduits and the area of the Land from the Licensed
Area to the Building Conduits, subject to reasonable space limitations and
Owner’s reasonable requirements for use of such conduits Land area, for purposes
of installing cable from the Generator to the Licensee’s premises in the
interior of the Building. Licensee shall also have the right to tap into and use
the Building’s electrical system to provide electrical power to the Generator,
provided that Licensee shall be responsible for all costs associated with such
use. Licensee shall pay to Owner rental in equal monthly payments of $125.00
($1,500.00 annual rental) in advance, on or before the first day of each
calendar month during the term of this Agreement, without previous demand or
notice therefor by Owner and without set off or deduction.

     

    2.          Term
of License.

     

                        The
term of this Agreement and Licensee’s rights in and to the License shall
commence on the date the Generator is installed on the Licensed Area and shall
terminate simultaneously with the expiration of the Lease. Notwithstanding
anything to the contrary herein, at any time prior to thirty (30) days before
the termination of the Lease, Licensee shall have the right to terminate this
Agreement by providing to Owner written notice of same not less than thirty (30)
days prior to such termination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.          Right
of Use.

     

                        Licensee
hereby represents and warrants to Owner that Licensee shall not use the
Generator full time but only as a back-up source. in the event Licensee desires
to change its use of the Generator from a back-up source to full time use,
Licensee shall first obtain the written consent of Owner and the granting of
such consent shall be in the Owner’s sole discretion. Owner shall have the right
to use the remainder of the Land for any purpose including permitting other
tenants in the Building to lease space on the Land provided that Licensee
continues to have reasonable access to the Licensed Area and the
Generator.

     

    4.          Installation
Maintenance and Operation of the Generator.

     

                        (a)          Licensee,
at its own cost and expense, shall install, repair, maintain and operate (i) the
Generator, (ii) the pad upon which the Generator shall be located (the “Pad”),
(iii) the visual screening, fencing, if desired by Licensee, and
concealment of the Generator (“Screening”), (iv) cabling required in connection
with the installation, use and maintenance of the Generator (“Cabling”), and (v)
any other work required in connection with the installation, repair, maintenance
and operation of the Generator, the Pad, the Screening and/or the Cabling
(collectively, the “Work”). Prior to Licensee’s installation of the Generator,
the Pad, the Screening and the Cabling, Licensee shall submit to Owner written
plans for same that shall include a photograph of the Generator, the dimensions
of the Generator, a drawing of the Pad and the Screening, a description of the
materials to be used in the installation of the Pad and the Screening, the
location of the Cabling and any other information, reasonably requested by Owner
(collectively, the “Plans”). The Plans shall be subject to the review and
approval of Owner in Owner’s reasonable discretion and Licensee shall not begin
the installation of the Generator, the Pad the Screening or the Cabling without
such Owner’s consent. Owner shall provide notice to Licensee of it approval or
rejection of the Plans within ten (10) business days after Owner’s receipt
thereof. Any notice of rejection shall set forth in reasonable detail the
reasons therefore. In the event Owner fails to timely provide such notice to
Licensee, Owner shall be deemed to have granted its consent and approval of the
Plans. In no event shall the Owner have any liability for the Work. Any and all
expenses incurred in connection with the Work, including without limitation
utility charges related thereto, shall be the sole responsibility of Licensee.
Licensee shall have access to the Licensed Area at all times, subject to any
reasonable restrictions of Owner. All Work shall be completed in a workmanlike
manner. If the real estate taxes or insurance premiums for the Land and/or
Building are increased as a result of the installation of the Generator on the
Licensed Area, then Licensee shall pay its share of any such increase directly
attributable to such installation upon receipt of adequate documentation from
Owner.

     

    Exhibit
2


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        (b)          Should
any claim of lien or other lien be filed against the Land and/or the Building by
reason of any act or omission of Licensee or any of Licensee’s agents,
employees, contractors or representatives, then Licensee shall cause the same to
be canceled and discharged of record by bond or otherwise within thirty (30)
days after the filing thereof. Should Licensee fail to discharge such lien
within such thirty (30) day period, then Owner may discharge the same, in which
event Licensee shall reimburse Owner, on demand, as additional rent hereunder,
for the amount of the lien or the amount of the bond, if greater, plus all
administrative costs incurred by Owner in connection therewith.

     

    5.          Environmental
Compliance.

     

                        (a)          Licensee
shall not (either with or without negligence) cause the escape, disposal or
release of any biologically active or other hazardous substances or materials on
the Land, including without limitation the Licensed Area. Licensee shall not
store or use such substances or materials on the Land, including without
limitation the Licensed Area, in any manner not sanctioned by law or in
compliance with the highest standards prevailing in the industry for the storage
and use of such substances or materials. Licensee covenants and agrees that the
Licensed Area will at all times during its use or occupancy thereof be kept and
maintained so as to comply with all now existing or hereafter enacted or issued
statutes, laws, rules, ordinances, orders, permits and regulations of all state,
federal, local and other governmental and regulatory authorities, agencies and
bodies applicable to the Licensed Area, pertaining to environmental matters or
regulating, prohibiting or otherwise having to do with asbestos and all other
toxic, radioactive, or hazardous wastes or material including, but not limited
to, the Federal Clean Air Act, the Federal Water Pollution Control Act, and the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as from time to time amended, provided that Licensee shall not have any
responsibility with respect to any environmental condition existing prior to the
date hereof or not caused by Licensee or its agents, contractors or
employees.

     

                        (b)          Licensee
shall hold Owner free, harmless, and indemnified from any penalty, fine, claim,
demand, liability, cost, or charge whatsoever which Owner shall incur, or which
Owner would otherwise incur, by reason of Licensee’s failure to comply with this
Section 5 including, but not limited to the reasonable fees and expenses of
Owner’s attorneys, engineers, and consultants incurred by Owner in enforcing
and/or confirming compliance with this Section 5.

     

                        (c)          The
covenants contained in this Section 5 shall survive the expiration or
termination of this Agreement, and shall continue for so long as Owner and its
successors and assigns may be subject to any expense, liability, charge,
penalty, or obligation against which Licensee has agreed to indemnify Owner
under this Section 5.

     

    6.          Right
to Relocate.

     

                        Owner,
at its option, may substitute for the Licensed Area other space on the Land (the
“Substitute Licensed Area”) at any time during the term of this Agreement. Owner
shall give Licensee at least sixty (60) days written notice of its intention to
relocate Licensee to the Substitute Licensed Area. Owner agrees to construct, at
its own expense, the Pad, the Screening and the Cabling as expeditiously as
possible so that they are in substantially the same condition as they existed
immediately prior to the relocation. Owner shall, at its sole cost and expense,
relocate the Generator and reconnect the Generator so that it is fully
operational following such relocation. Such relocation and reconnection shall be
undertaken by Owner at a time reasonably acceptable to Licensee. All such work
undertaken by Owner in connection with any such relocation shall be performed in
a good and workmanlike manner and in accordance with all applicable laws, orders
and regulations of all applicable governmental authorities. Licensee agrees to
occupy the Substitute Licensed Area as soon as Owner’s work is substantially
completed.

     

    Exhibit
3


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.          Limitation
of Liability/Indemnity.

     

                        Except
if caused by the gross negligence or willful misconduct of Owner or its
employees, agents or representatives, Owner shall not have any obligations or
liability associated with respect to the Generator or any obligation to comply
with any laws or regulations relating thereto. Licensee’s installation, repair,
maintenance and operation of the Generator shall be at its own risk and expense.
Licensee agrees to maintain a liability and property damage insurance policy
relating to the Generator, with minimum limits of liability of One Million
Dollars ($1,000,000.00) for injury (or death to any one or more persons) and for
damage to property. Licensee shall provide Owner with a certificate or binder of
insurance in a form reasonably satisfactory to Owner certifying coverage in
accordance with this Agreement, naming Owner as an additional insured and
providing that same may not be canceled without at least thirty (30) days’ prior
written notice to the Owner. Licensee shall indemnify and hold Owner harmless
from and against any claims, demands, or causes of action for loss of life,
personal injury or damage to property directly arising from the installation,
repair, maintenance, operation and/or removal of the Generator, unless caused by
the gross negligence or willful misconduct of Owner or Owner’s agents, invitees,
successors or assigns.

     

    8.          Compliance
with Laws.

     

                        Licensee
shall comply with all applicable laws, ordinances, governmental orders or
regulations and applicable orders or directions from any public office or body
having jurisdiction, whether now existing or hereinafter enacted with respect to
the Licensed Area, the use and/or occupancy thereof and the Work. Licensee shall
be responsible for obtaining, if required, any building permits, and any
licenses or permits which may be required in connection with the Work. If
required by any governmental agency, Licensee shall install a waterproof label
on the Generator specifying the name, address and phone number of the Licensee
and the name and phone number of a person to contact in an emergency. Licensee
shall not make or permit any use of the Licensed Area, other then as
contemplated hereby, which directly or indirectly is forbidden by law,
ordinance, governmental regulations or order or direction of applicable public
authority, which may be dangerous to persons or property or which may constitute
a nuisance to other tenants of the Building or owners of property adjacent to
the Land.

     

    Exhibit
4


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    9.          Destruction/Condemnation.

     

                        In
the event the Land is damaged to such a degree that the Generator can no longer
be operated or the Building (or a significant portion thereof) is taken by
powers of eminent domain so that the Generator can no longer be operated, Owner
shall promptly make available to Licensee an alternative location on the Land in
which to locate the Generator, Pad, Screening, Cabling and related equipment and
such area shall be thereafter the Licensed Area. If such area is unacceptable to
Licensee, Licensee may immediately terminate its rights hereunder by providing
written notice to Owner. In the event of such a casualty or condemnation and
provided that the Lease has been terminated because of such casualty or
condemnation pursuant to the provisions therein, this Agreement may also be
terminated by Owner simultaneous with the Lease termination.

     

    10.          Subordination.

     

                        The
rights and liabilities of Licensee hereunder shall be subordinate to any
encumbrance now encumbering the Land and/or the Building. Licensee’s rights
hereunder shall not be disturbed by any future mortgage, provide Licensee agrees
to enter into a subordination, nondisturbance and attornment agreement with such
mortgage as provided in the Lease.

     

    11.          Termination.

     

                        Upon
the expiration or sooner termination of this Agreement, this Agreement shall
immediately terminate and the Licensee shall immediately quit and surrender the
Licensed Area to the Owner. Licensee shall within thirty (30) days after such
termination remove at its own cost and expense the Generator, Pad, Screening,
Cabling and related equipment, and shall restore the Land to substantially the
same condition which was found prior to the installation of the Generator, Pad
Screening, Cabling and related equipment, reasonable wear and tear excepted. The
Generator shall be considered personal property of Licensee and not a structural
improvement to the Land. If, however, Licensee fails to timely perform such
removal, the Generator shall be deemed abandoned by Licensee and may be claimed
by Owner or removed by Owner at Licensee’s expense.

     

    12.          Miscellaneous
Provisions.

     

                        Any
notice required hereunder shall be in writing and shall be delivered in
accordance with the terms and to the addresses set forth in the Lease. This
Agreement shall be governed exclusively by the provisions hereof and by the laws
of the jurisdiction in which the Building is located. This Agreement shall not
be revocable and shall continue for the full term as set forth in Section 2
hereof, unless terminated by mutual written agreement of the parties hereto or
otherwise in accordance with the terms of this Agreement. The terms and
conditions herein shall be binding upon the parties hereto and upon their
respective successors and assigns. Any assignee of Licensee’s interests under
the Lease may also assume Licensee’s interests hereunder. Any change or
modification to this Agreement should only be effective if in writing and signed
by both parties hereto.

     

    Exhibit
5


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the day,
month and year first above written.

    
      
        
          
            
              
                
                  	 
      	 
      	 
      
	 
      	
                          LICENSEE:

                        
	 	 
	 
      	
                          ICON
      CLINICAL RESEARCH INC.,

                        
	 
      	
                          a
      Pennsylvania corporation

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Printed
      Name:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Title:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Date:

                        	 
      
	 
      	 
      
	 
      	
                          Mailing
      Address:

                        
	 
      	 
      
	 
      	
                          Icon
      Clinical Research Inc.

                        
	 
      	
                          212
      Church Road

                        
	 
      	
                          North
      Wales, Pennsylvania 19454

                        
	 
      	
                          Attn:

                        	
                          Ms.
      Lois Valentine and

                        
	 
      	 
      	
                          Mr.
      David Peters

                        
	 
      	
                          Facsimile
      #: 215-616-3089

                        
	 
      	 
      
	 
      	
                          OWNER:

                        
	 
      	 
      
	 
      	
                          HIGHWOODS
      REALTY LIMITED

                          PARTNERSHIP,
      a North Carolina

                          Limited
      Partnership

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          Highwoods
      Properties, Inc.

                        
	 
      	 
      	
                          A
      Maryland corporation,

                        
	 
      	 
      	
                          its
      Sole general partner

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      
	 
      	Printed
      Name: W.
      Brian Reames
	 
      	 
      	 
      
	 
      	Title:
      Vice
      President
	 
      	 
      	 
      
	 
      	Date:	
                           

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Mailing
      address:

                        
	 
      	
                          2120
      West End Avenue, Suite 100

                        
	 
      	
                          Nashville,
      Tennessee 37203

                        
	 
      	
                          Facsimile:
      615-320-5607

                        


                

              

            

          

        

      

    

     

    Exhibit
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
I

     

    SATELLITE
ANTENNA AGREEMENT

     

                        This
Addendum of Lease, (“Addendum”) is made this _____ day of ________, 2003, by and
between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited
partnership (“Landlord”) and ICON CLINICAL RESEARCH, INC., a Pennsylvania
corporation (“Tenant”) and amends the lease agreement dated __________________,
2003 (“Lease”) by and between Landlord and Tenant.

     

                        WHEREAS, Tenant has requested
that Landlord consent to Tenant’s installation and operation of a satellite
antennae on the roof of the Building; and

     

                        WHEREAS, Landlord desires to
consent to the installation and operation of the antennae subject to certain
conditions;

     

                        NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the parties contract and further agree as
follows:

    
      
        	 
      	 
      	 
      
	 
      	
                1.

              	
                Capitalized
      terms used herein and not otherwise defined shall have the meaning given
      in the Lease.

              
	 
      	 
      	 
      
	 
      	
                2.

              	
                Consent.
      Landlord, in consideration of the covenants and agreements to be performed
      by the Tenant and upon the terms and conditions herein stated, consents to
      the Tenant installing, maintaining and operating, during the term of this
      agreement, a ______________ (“Equipment”), of a size, weight, design and
      shape described on Exhibit A, attached hereto and made a part hereof, or
      such subsequent weight, design and shape as reasonably approved by
      Landlord, on the roof of the Building for the purpose of
      ____________________ [e.g., transmitting and/or receiving microwave or
      radio signals], in a manner consistent with Tenant’s business, and such
      cables and wires, on the roof and within the conduits of the building, as
      are necessary to connect the Equipment to Tenant’s space demised under the
      Lease (collectively, the “Cables”).

              
	 
      	 
      	 
      
	 
      	
                2.

              	
                Assignment.
      Tenant shall not be permitted to assign or sublet the Equipment
      installation and operation rights to any other party and the right to
      operate the Equipment shall expire upon the termination of Tenant’s Lease
      or the earlier termination of this Addendum.

              
	 
      	 
      	 
      
	 
      	
                3.

              	
                Restrictions.
      Tenant shall neither knowingly and willfully transmit nor receive any
      communications via the Equipment that is restricted by law on the basis of
      being obscene or otherwise subjects Landlord to potential civil or
      criminal liability. Further, Tenant’s operation of the Equipment shall not
      interfere with the use or operation of other tenant’s communications
      existing on the date of this agreement. Following Tenant’s installation of
      the Equipment, Landlord shall not permit any other tenant in the Building
      to install equipment on the roof of the Building that interferes with the
      use or operation of the
Equipment.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  4.

                	
                  Liens. Should
      any claim of lien or other lien be filed against the Land and/or the
      Building by reason of any act or omission of Licensee or any of Licensee’s
      agents, employees, contractors or representatives, then Licensee shall
      cause the same to be canceled and discharged of record by bond or
      otherwise within thirty (30) days after the filing thereof. Should
      Licensee fall to discharge such lien within such thirty (30) day period,
      then Owner may discharge the same, in which event Licensee shall reimburse
      Owner, on demand, as additional rent hereunder, for the amount of the lien
      or the amount of the bond, if greater, plus all administrative costs
      incurred by Owner in connection therewith.

                
	 
      	 
      	 
      
	 
      	
                  5.

                	
                  Location. The
      location of the Equipment and any appurtenances (the “Dish Site”) thereto
      shall be at shown on cross-hatch on Exhibit B, attached hereto and made a
      part hereof. Owner, at its option, may substitute for the Dish Site other
      space on the roof of the Building (the “Substitute Site”) at any time
      during the term of this Agreement, provided that such Substitute Site is
      usable by Tenant with any interference. Owner shall give Licensee at least
      sixty (60) days written notice of its intention to relocate Licensee to
      the Substitute Site. Owner agrees to relocate the Equipment and the Cables
      and reconnect the Equipment and the Cables so that it is fully operational
      following such relocation. Such relocation and reconnection shall be
      undertaken by Owner at a time reasonably acceptable to Licensee. All such
      work undertaken by Owner in connection with any such relocation shall be
      performed in a good and workmanlike manner and in accordance with all
      applicable laws, orders and regulations of all applicable governmental
      authorities. Licensee agrees to occupy the Substitute Site as soon as
      Owner’s work is substantially completed.

                
	 
      	 
      	 
      
	 
      	
                  6.

                	
                  Term. The term
      of this agreement shall commence on the date first written above and shall
      continue until termination is provided under paragraph 17 hereof or upon
      the termination of the Lease and any amendments thereto, whichever first
      occurs.

                
	 
      	 
      	 
      
	 
      	
                  7.

                	
                  Payment. Tenant
      agrees to pay the Landlord, in addition to the rent and other charges paid
      to the Landlord or assumed by the Tenant in the Lease a monthly fee of
      $250.00 on the first day of each calendar month during the term of this
      agreement. The fee will be prorated for any partial calendar month in
      which this addendum is in effect. If, the Landlord’s insurance premium or
      real estate assessment increases as a direct result of the installation
      and operation of the Equipment, the Tenant shall pay all such increases
      each year as additional rent within thirty (30) days of receipt of the
      bill and adequate documentation of such increase from Landlord. The Tenant
      will have no right to an abatement or reduction in the amount of rent if
      for any reason the Tenant is unable to use the Equipment, unless due to
      the negligent or willful act or omission of Landlord, its agents,
      contractors or employees. Notwithstanding the foregoing, Landlord shall
      waive any payment for the first installation of Equipment, subject to the
      approval rights retained herein.

                   

                  Exhibit
      2

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	 
      	 
      
	 
      	
              8.

            	
              Installation of
      Equipment.

            
	 
      	 
      	 
      
	 
      	 
      	
              a.

            	
              As
      set forth in paragraph 1, the size, weight, design and shape of any
      substitute Equipment is subject to Landlord’s approval. In this regard,
      Tenant shall submit all specifications of the Equipment to the Landlord
      for approval. Tenant agrees to pay Landlord’s reasonable cost of review
      and approval of the plans and specifications within 30 days of written
      approval from Landlord. Consent of Landlord shall not constitute any
      representations or warranty by the Landlord that such alterations are
      feasible, advisable, accurate or sufficient or that the Tenant will be
      granted permits for construction or operation by appropriate governmental
      authorities, or that the resulting premises shall be safe, habitable or
      tenantable, or fit for Tenant’s purposes.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              b.

            	
              Tenant’s
      installation contractor for the Equipment shall be subject to Landlord’s
      prior review and approval, which such approval shall not be unreasonably
      withheld, conditioned or delayed, and such contractor must provide
      evidence of liability and workmen’s compensation insurance reasonably
      satisfactory to the Landlord prior to installation. Tenant’s contractors
      and subcontractors must comply with all building rules in effect,
      including but not limited to rules relating to the use of elevators, tool
      storage and removal of debris. Tenant may begin construction within
      ____ days of Landlord’s written approval if all other applicable
      provisions of this Addendum have been complied with and within 30 days of
      commencing construction shall complete the installation of the
      Equipment.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              c.

            	
              Upon
      installation of the Equipment, Landlord has the right to inspect such
      Equipment in order to verify that such installation and the Equipment
      complies with the approvals previously given by the Landlord. If such
      inspection reveals any material deviation from Landlord’s prior approvals,
      such material deviation shall constitute a breach of this addendum and the
      Landlord may either require that Tenant immediately conform the Equipment
      to the approved specifications, or terminate this addendum pursuant to
      paragraph 17 herein.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              d.

            	
              Within
      10 days of completion of the installation of the Equipment, the Tenant
      shall notify the Landlord of same. The work to install the Equipment will
      be accepted by Landlord when the last of the following condition
      occurs:

            


    

     

    Exhibit
3


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              i.

            	
              Landlord
      and/or its representative has inspected the Equipment after construction
      is complete and has determined that such construction has been
      substantially completed in accordance with the approved plans and
      specifications;

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              ii.

            	
              Tenant
      provides Landlord with the final certificates and other permits required
      by law, if any;

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              iii.

            	
              Tenant
      certifies to Landlord that Tenant has paid the installation cost in full
      or established an escrow satisfactory to Landlord;

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              iv.

            	
              Tenant
      delivers to Landlord copies of the record drawings and specifications
      which shall bear the stamp of a lawfully licensed design professional, if
      required by law, along with modifications annotated thereto;
      and

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              v.

            	
              Tenant
      provides Landlord with copies of final lien waivers from its contractor,
      as well as any significant subcontractors and suppliers as requested by
      Landlord, in a form reasonably acceptable to Landlord.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              9.

            	
              Access. Tenant
      may only access the roof of the Building through common areas of the
      Building and other designated areas and Tenant agrees that it will not
      pass through other tenants’ spaces, nor will it interfere with any other
      tenants’ businesses. Additionally, Tenant agrees to give the Landlord
      reasonable notice prior to accessing the roof, any cabling or
      communication closets. Tenant also agrees only to access same during
      normal business hours and upon Landlord’s consent, not to be unreasonably
      withheld, conditioned or delayed.

            
	 
      	 
      	 
      
	 
      	
              10.

            	
              Use of Building
      Electricity. Landlord agrees to allow Tenant to utilize electricity
      in the Building for the purposes of operating the Equipment. However, the
      proposed connection of electricity and location of the electric cables on
      the roof and throughout the Building shall be subject to the Landlord’s
      prior review and approval. Landlord, at its sole discretion, may have a
      submetering device installed at Tenant’s expense to allocate additional
      electrical costs to Tenant as a result of the use of the
      Equipment.

            
	 
      	 
      	 
      
	 
      	
              11.

            	
              Chanqes in
      Equipment. Any future installations or changes in the Equipment or
      any Cables shall be subject to all the conditions and restrictions for
      original installation of the Equipment as set forth herein, and shall be
      subject to Landlord’s prior approval.

            
	 
      	 
      	 
      
	 
      	
              12.

            	
              Nonexclusive
      Use. Landlord reserves the right to install any other equipment or
      allow other tenants or licensees to install, maintain and operate other
      equipment on the roof and in the Building. Landlord shall have the right
      to do maintenance, repairs and remodeling to the Building and roof space
      at any time without Tenant’s prior approval, provided such does not
      interfere with the use or operation of the
  Equipment.

            


    

     

    Exhibit
4


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	 
      
	 
      	
              13.

            	
              Installation and
      Maintenance of Cable in the Building. In the event that Tenant
      desires to run any Cable through the Building in connection with the
      installation and maintenance of the Equipment, Tenant agrees to submit
      work drawings to the Landlord specifying the following:

            
	 
      	 
      	 
      
	 
      	 
      	
              a.

            	
              The
      locations throughout the Building where the Cable will be
      located.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              b.

            	
              The
      manner in which the Cabling will be run through the
    Building.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              c.

            	
              The
      communications closets, if any, which will be utilized in installing and
      maintaining such Cabling.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              d.

            	
              The
      amount of Cable which will be required to be utilized.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              e.

            	
              The
      type of Cable which will be utilized.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Additionally,
      Tenant agrees that all Cable shall be shielded cable, that the cable
      coating shall comply with all applicable fire codes and is properly
      labeled so that it can be identified by the Landlord, Landlord’s agents or
      third parties. Landlord warrants to Tenant that, as of the date of this
      Addendum, conduit space exists for Tenant use in running the Cable from
      the roof to its demised premises.

            
	 
      	 
      	 
      
	 
      	 
      	
              Tenant
      further agrees to provide Landlord reasonable notice prior to installing
      any Cable, and such notice shall set forth the times at which Tenant
      expects to be installing or working on such cables. Tenant agrees that if
      will not pass through other tenants’ spaces, nor interfere with any other
      tenants’ businesses when installing or maintaining such
      cables.

            
	 
      	 
      	 
      
	 
      	
              14.

            	
              Zoning. Tenant
      acknowledges that the Landlord has made no representations or warranties
      to the Tenant that the Equipment Is permitted under applicable zoning
      ordinances. Tenant represents and warrants to the Landlord that it has
      ascertained that the Equipment and installation thereof is so permitted
      under applicable zoning laws, including but not limited to any zoning laws
      relating to height restrictions.

            
	 
      	 
      	 
      
	 
      	
              15.

            	
              Compliance with
      Law. Tenant warrants that it will comply with all applicable laws
      and regulations of the United States, the State of Tennessee, or any
      political subdivision thereof in connection with the installation and use
      of the Equipment. Tenant further warrants that Tenant shall, at its sole
      cost and expense, obtain any and all governmental licenses and permits’
      necessary, not only to install said Equipment, but also to operate said
      Equipment as herein contemplated. Tenant further agrees to obtain and
      maintain all necessary permits during the term hereof and that if it fails
      to do so after receipt of written notice from Landlord and the passing of
      thirty (30) days, Landlord may require Tenant to remove the Equipment at
      Tenant’s sole cost and expense.

            


    

     

    Exhibit
5


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	 
      
	 
      	
              16.

            	
              Insurance.
      Tenant agrees to procure and maintain while this agreement is in effect,
      such policies of liability and property damage insurance in amounts not
      less than $1,000,000 naming Landlord as an additional insured thereunder
      and written by insurance companies reasonably satisfactory to the Landlord
      as Landlord reasonably deems necessary.

            
	 
      	 
      	 
      
	 
      	
              17.

            	
              Termination. In
      the event of a breach of any provision hereof by Tenant, Landlord may
      terminate this addendum upon thirty (30) days written notice to the Tenant
      at the address set forth below. Landlord, at its sole option, may require
      the Tenant at any time prior to the expiration of this addendum, to
      immediately terminate the operation of the Equipment if it is (i) causing
      physical damage to the structural integrity of the Building, or (ii)
      causing a safety hazard. If the Tenant fails to promptly correct the
      item(s) in i-ii caused by the Equipment to the Landlord’s reasonable
      satisfaction, Landlord, in its sole discretion, may require Tenant to
      remove the Equipment at Tenant’s own cost and expense. Termination of this
      addendum for cause or otherwise shall not affect the parties rights or
      responsibilities pursuant to the
Lease.

            


    

     

    
      
        
          	 
      	 
      	 
      
	 
      	
                  LANDLORD:

                	
                  HIGHWOODS
      REALTY LIMITED PARTNERSHIP

                
	 
      	 
      	
                  c/o
      Highwoods Properties, Inc.

                
	 
      	 
      	
                  3100
      Smoketree Court, Suite 600

                
	 
      	 
      	
                  Raleigh,
      North Carolina 27604

                
	 
      	 
      	
                  Attn:
      Manager, Lease Administration

                
	 
      	 
      	
                  Facsimile
      #: 919/876-2448

                
	 
      	 
      	 
      
	 
      	
                  with
      copy to:

                	
                  Highwoods
      Properties, Inc.

                
	 
      	 
      	
                  2120
      West End Avenue, Suite 100

                
	 
      	 
      	
                  Nashville,
      Tennessee 37203

                
	 
      	 
      	
                  Facsimile:
      615-320-5607

                
	 
      	 
      	 
      
	 
      	
                  TENANT:

                	
                  Icon
      Clinical Research Inc.

                
	 
      	 
      	
                  212
      Church Road

                
	 
      	 
      	
                  North
      Wales, Pennsylvania 19454

                
	 
      	 
      	 
      
	 
      	
                   

                	Attn:	
                  Ms.
      Lois Valentine and

                
	 
      	 
      	 	
                  Mr.
      David Peters

                
	 
      	 
      	
                  Facsimile
      #: 215-616-3089

                
	 
      	 
      	 
      
	 
      	
                  with
      copy to:

                	
                  Stephan
      K. Pahides, Esquire

                
	 
      	 
      	
                  McCausland,
      Keen & Buckman

                
	 
      	 
      	
                  Radnor
      Court, Suite 160

                
	 
      	 
      	
                  259
      N. Radnor-Chester Road

                
	 
      	 
      	
                  Radnor,
      Pennsylvania 19087

                
	 
      	 
      	
                  Facsimile:
      610-341-1099

                


        

      

    

     

    Exhibit
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	 
      	 
      
	 
      	
              18.

            	
              Indemnity.
      Tenant shall indemnify and hold harmless Landlord from all claims, suits,
      losses and liabilities arising from Tenant’s installation, maintenance, or
      operation of the Equipment or any cabling in breach of the terms of this
      Addendum or from any breach or default by Tenant hereinunder, or from any
      injuries or damages occurring in connection therewith, except if caused by
      the negligence or misconduct of Landlord, its agents, contractors or
      employees.

            
	 
      	 
      	 
      
	 
      	
              19.

            	
              Subordination.
      Tenant accepts Landlord’s consent herein granted subject and subordinate
      to any mortgage or deed of trust and to all amendments, renewals,
      extensions and refinancing thereof, that may now or hereafter exist or
      constitute a lien upon the interest of Landlord in the Building or any
      part thereof, subject to the rights of non-disturbance afforded Tenant
      under the provisions of the Lease.

            
	 
      	 
      	 
      
	 
      	
              20.

            	
              Repair Removal.
      Tenant shall not in any manner deface, injure, or damage the roof of the
      Building, or any portion of the Building and will pay the cost of
      repairing any damage or injury to the roof, the Building, or any part
      thereof by the Tenant, its agents or employees. Upon expiration or sooner
      termination of this addendum: (i) Tenant shall remove the Equipment and
      repair any damages caused by such removal and restore the roof, Building
      and its contents to the substantially the same condition it was in prior
      to the installation of the Equipment within thirty (30) days following
      such termination. Additionally, at the option of the Landlord, Landlord
      shall either (i) retain ownership of all cables running through the
      Building, or (ii) require Tenant, at Tenant’s sole cost and expense, to
      remove such cables, repair any damage caused by such removal, and restore
      those portions of the Building utilized to the substantially the same
      condition they were in prior to the installation of the
    cable.

            
	 
      	 
      	 
      
	 
      	 
      	
              If
      at any time under the provisions herein Tenant is required to remove the
      Equipment or cabling from the Building and Tenant is unable or unwilling
      to do so or the Tenant does not promptly repair damage to the roof,
      Building or its contents occasioned by the Installation, maintenance or
      operation of the Equipment, Landlord may after thirty (30) days notice
      remove or repair same and charge Tenant for the cost of said removal
      and/or repairs.

            


    

     

    Exhibit
7


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                        IN WITNESS WHEREOF, the
undersigned authorities have hereunto executed this addendum, effective on the
day and year first above-written.

    
      
        	 
      	 
      	 
      
	 
      	
                TENANT:

              
	 
      	 
      
	 
      	
                ICON
      CLINICAL RESEARCH INC.,

              
	 
      	
                a
      Pennsylvania corporation

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	 
      
	 
      	
                Printed
      Name:

              	 
      
	 
      	 
      	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	
                Date:

              	 
      
	 
      	 
      	 
      
	 
      	
                LANDLORD:

              
	 
      	 
      	 
      
	 
      	
                HIGHWOODS
      REALTY LIMITED

                PARTNERSHIP,
      a North Carolina

              
	 
      	
                Limited
      Partnership

              
	 
      	 
      
	 
      	
                By:

              	
                Highwoods
      Properties, Inc.

              
	 
      	 
      	
                A
      Maryland corporation,

              
	 
      	 
      	
                its
      Sole general partner

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	 
      
	 
      	
                Printed
      Name:

              	
                 

              
	 
      	 
      	 
      
	 
      	
                Title:

              	
                Vice
      President

              
	 
      	 
      	 
      
	 
      	
                Date:

              	 
      


      

    

     

    Exhibit
8