Exhibit 10.18

                                  OFFICE LEASE

                                     Between

                          HUB PROPERTIES LLC, Landlord,

                                       And

                         QUALITY SYSTEMS, INC., Tenant,

                                  for space at

                                795 HORSHAM ROAD
                           HORSHAM, PENNSYLVANIA 19044

                                Date: May 8, 2002

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                                TABLE OF CONTENTS

SECTION                                                                     PAGE
1. Definitions ............................................................    1
2. Premises; Use ..........................................................    3
3. Term ...................................................................    4
4. Rent ...................................................................    7
5. Real Estate Taxes ......................................................    9
6. Operating Expenses .....................................................   11
8. Services ...............................................................   20
9. Limitation Regarding Services ..........................................   22
10. Care of Premises ......................................................   22
11. Negative Covenants of Tenant ..........................................   26
12. Subletting and Assigning ..............................................   29
13. Fire or Other Casualty ................................................   32
14. Release and Indemnity .................................................   34
15. Insurance .............................................................   35
16. Eminent Domain ........................................................   37
17. Default and Remedies ..................................................   38
18. Subordination .........................................................   42
19. Holding Over ..........................................................   43
20. Notices ...............................................................   43
21. Certain Rights Reserved to the Landlord ...............................   44
22. Landlord's Security Interest ..........................................   45
23. Use and Occupancy Tax and Miscellaneous Taxes .........................   46
24. Excepted from Premises ................................................   46
25. Mechanics' and Other Liens ............................................   46
26. Estoppel Statement ....................................................   47
27. Covenant of Quiet Enjoyment ...........................................   47
28. Brokers ...............................................................   47
29. Limitations on Liability ..............................................   48
30. Miscellaneous .........................................................   49
31. Landlord's Restricted Entry Rights ....................................   51

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                               AGREEMENT OF LEASE

THIS IS AN AGREEMENT OF LEASE (hereinafter "Lease") made as of May 8, 2002, by
and between HUB PROPERTIES LLC, a Massachusetts limited liability company
(herein called "Landlord"), and QUALITY SYSTEMS, INC., a corporation formed
under the laws of the state of California (herein called "Tenant").

IN CONSIDERATION of the mutual covenants and agreements herein set forth, and
other good,valuable and sufficient consideration received, and intending to be
legally bound hereby, the parties hereto agree as follows:

1. Definitions

Additional Rent. The term "Additional Rent" or "additional rent" shall mean all
sums payable under this Lease for any purpose, whether or not they are expressly
designated as "Additional Rent" or "additional rent" or would otherwise be
considered rent, other than Minimum Rent.

Affiliate. The term "affiliate" of any entity, corporation, partnership or
limited liability company shall mean any other entity, corporation, partnership
or limited liability company controlling, controlled by, or under common control
with the former.

Base Expenses. The term "Base Expenses" shall mean Operating Expenses for the
Base Year, exclusive of any Capital Expenditures included in Operating Expenses
for the Base Year pursuant to Section 6.1.3.24 hereof.

Base Year. The term "Base Year" shall mean calendar year 2002.

Building. The term "Building" shall mean that certain commercial office building
and related improvements presently known as 795 Horsham Road located at 795
Horsham Road in Horsham, Pennsylvania, agreed to contain 110,000 Rentable Square
Feet of space on the date of this Lease.

Business Day. The term "Business Day" or "business day" shall mean Monday
through Friday, except Holidays. All references to a period of days in this
Lease shall be deemed to refer to calendar days unless the term "Business Day or
business day" is used.

Business Hours. The term "Business Hours" shall mean 8:00 A.M. to 6:00 P.M.,
Monday through Friday, and 8:00 A.M. to 1:00 P.M. on Saturday, Holidays
excepted.

Force Majeure Delay. The term "Force Majeure Delay" shall mean any actual delay
due to strikes, lockouts or other labor or industrial disturbances (whether or
not on the part of the employees of either party hereto), civil disturbance,
war, riot, embargo, inability to secure customary supplies, materials or labor
through ordinary sources by reason of regulation or order of any government or
regulatory body, lightning, earthquake, fire, storm, hurricane, tornado, flood,
explosion or any other similar industry-wide or Building-wide causes beyond the
reasonable control of the party from whom performance is required, or any of its
contractors or other representatives; provided, however, that in no event shall
Force Majeure Delay (a) include or excuse Tenant Delay (defined in Section 7.4)
or (b) include strikes, walkouts or other labor disturbances in the event that
the party to this Lease claiming the benefit of Force Majeure Delay, or any of
its employees, agents or affiliates, materially contributed to or provoked such
strike, lockout or other labor disturbance by violating a labor contract,
collective bargaining agreement or any federal or state labor law or by creating
or approving a lockout. Any prevention, delay or stoppage due to Force Majeure
Delay shall excuse the performance of non-monetary obligations of the party
affected (but shall in no event excuse (i) the failure to cure a breach of this
Lease within the time required under Section 17.1 hereof, or (ii) the failure to
timely pay money owing or the failure to timely obtain insurance required under
this Lease) for a period of time equal to any such prevention, delay or
stoppage.

Holidays. The term "Holidays" shall mean President's Day, Memorial Day,
Independence Day, Labor Day,

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Thanksgiving Day, Christmas Day, New Year's Day and all union holidays of
workers employed by Landlord at the Building.

Land. The term "Land" shall mean the parcel or parcels of real property on which
the Building is located, consisting of approximately 10.392 acres.

Landlord. The term "Landlord" shall mean that entity named on page 1 of this
Lease and any subsequent owner of such Landlord's interest in the Property, as
well as their respective heirs, personal representatives, successors and
assigns, all subject to the provisions of Section 29 hereof.

Lease Interest Rate. The term "Lease Interest Rate" shall mean the lesser of (A)
the greater of (i) fifteen percent (15%) per annum or (ii) the Prime Rate in
effect from time to time plus four percent (4%), or (B) the maximum amount or
rate that Landlord may lawfully charge Tenant in the circumstances if such a
maximum exists.

Manager. The term "Manager" shall mean REIT Management & Research LLC, having an
address at 400 Centre Street, Newton, Massachusetts 02458, Attention: Real
Estate Group, or such other party or such other address as Landlord may
designate, from time to time, by written notice to Tenant.

Permitted Use. The term "Permitted Use" shall mean use only for commercial
offices consistent with the first-class character of the Building and current
zoning requirements, and for no other purpose.

Prime Rate. The term "Prime Rate" shall mean the prime commercial rate of
interest as reported in the Wall Street Journal or its successor; if such
reference rate is discontinued or no longer quoted, then such comparable rate as
Landlord reasonably designates by notice to Tenant.

Property. The term "Property" shall mean the Land and the Building together.

Rentable Area; Rentable Square Feet. The term "Rentable Area", as used with
respect to any portion of the Building, shall mean the area of that portion of
the Building for rental purposes, as calculated by Landlord (such area being
expressed in terms of the number of "Rentable Square Feet", each a "Rentable
Square Foot", contained therein). Tenant acknowledges that the Rentable Area of
any space shall include the "usable" area of such space, measured by Landlord in
accordance with a modified BOMA standard, without deduction for interior
partitions, columns or projections (and including all or a portion of the areas
occupied by the exterior and demising walls of the Premises), multiplied by a
load factor (a number greater than one) to reflect the inclusion within Rentable
Area of a share of the areas of certain public, common and service areas of the
Building (which may include, without limitation, lobbies; corridors; mechanical,
utility, janitorial and boiler rooms and closets; and restrooms). Tenant
acknowledges and agrees that the Rentable Area of the Premises or of any other
area of the Building will therefore be a number greater than the area that would
be calculated by simply measuring the square footage contained within the
demising walls of the Premises or such other area.

Tenant's Welsh Road Lease. The term "Tenant's Welsh Road Lease" shall mean that
certain lease dated as of August 1, 1999 between Teachers Insurance and Annuity
Corporation, as landlord, and Clinitec International, Inc., a California
corporation, as tenant (as amended prior to the date of this Lease), pursuant to
which Clinitec leases 15,905 rentable square feet of space in the commercial
office building located at 200 Welsh Road, Horsham, Pennsylvania.

2. Premises; Use

2.1 Premises. Landlord, for the Term and subject to the provisions and
conditions hereof, leases to Tenant, and Tenant hereby leases and rents from
Landlord, the space (hereinafter referred to as the "Premises" and more
particularly delineated on the floor plan constituting Exhibit "A" attached
hereto and made a part hereof), agreed to contain 32,000 Rentable Square Feet of
space, located on and being the entire Rentable Area of the second (2nd) floor
of the Building.

2.2 Use. Tenant shall not use or occupy, or permit or suffer to be used or
occupied, the Premises or any part thereof, other than for the Permitted Use.

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2.2.1 Notwithstanding anything to the contrary elsewhere contained in this
Lease, the Permitted Use shall not include, and Tenant shall not use, or permit
the use of, the Premises or any part thereof for: (a) sale of wine, ale, beer or
other alcoholic beverages kept in the Premises; (b) sale at wholesale or retail
of any other products or materials kept in the Premises, by vending machines
(except to Tenant's employees and business guests) or otherwise, or
demonstrations to the public, or as a restaurant or bar, or for the sale of
candy, food cigarettes, cigars, tobacco, newspapers, magazines, beverages or
similar items, or for the preparation, dispensing or consumption of food or
beverages in any manner whatsoever (except to Tenant's employees and business
guests); (c) manufacturing, printing or electronic data processing, except for
the operation of normal business office equipment and machines for Tenant's own
requirements, as distinguished from operation for commercial hire or for the
sale of the products or services to others; (d) rendition of medical, dental or
other diagnostic or therapeutic services, except that Tenant shall have the
right to employ a resident nurse for Tenant's employees normally working at the
Premises; (e) conduct or maintenance of any gambling or gaming activities or any
political activities or any club activities, whether private or public, or a
school of any kind or an employment or placement agency; (f) the offices or
business of a governmental or quasi-governmental bureau, department or agency,
foreign or domestic, including an autonomous governmental corporation or
diplomatic or trade mission; (b) a retail banking, trust company, depository,
guarantee or safe deposit business; (h) a retail savings bank, savings and loan
association or loan company; (i) sale of travelers checks, money orders, drafts,
foreign exchange or letters of credit or the receipt of money for transmission;
(j) a stockbroker's or dealer's office or for the underwriting or sale of
securities; (k) an employment agency, executive search firm or similar
enterprise, labor union, school or vocational training center; (l) a barber shop
or beauty salon; or (m) a travel agency.

2.2.2 Tenant shall not use, occupy or permit the Premises or any part thereof to
be used in any manner, or permit anything to be brought into or kept therein,
which would (a) violate any laws or the certificate of occupancy for the
Building, (b) make unobtainable from reputable insurance companies authorized to
do business in Pennsylvania at standard rates "all risk" casualty insurance
coverage or liability, elevator, boiler or other insurance, (c) constitute a
public or private nuisance, (d) materially adversely affect the appearance,
character or reputation of the Building as a first-class office building, or (e)
violate exclusive rights granted to other tenants of the Building under their
leases of which Landlord shall have given Tenant written notice.

2.2.3 If any governmental license or permit, other than a certificate of
occupancy of the entire Building, shall be required for the proper and lawful
conduct of Tenant's business in the Premises and if failure to secure such
license or permit would in any way adversely affect Landlord the Building, then
Tenant, at its expense, shall duly procure and thereafter maintain such license
or permit and submit the same to Landlord for inspection. Tenant shall at all
times comply with the terms and conditions of each such license and permit, but
in no event shall Tenant's failure to procure or maintain such license or permit
relieve Tenant form its obligations hereunder.

2.3 Right of First Offer.

2.3.1 Provided that this Lease is in full force and effect, with at least
twenty-four (24) months then remaining in the Term (including the Renewal Term,
if Tenant shall have timely exercised its renewal option under Section 3.3
hereof) and provided no uncured Event of Default then exists hereunder, Landlord
shall first offer to Tenant all space located on the first floor of the Building
and lying directly beneath the footprint of the Premises (but not the remaining
space on the first floor of the Building) that becomes available for lease by
Landlord to a new tenant (the "Available Space"), subject, however, to the
desire of the then existing tenant of such space to extend its lease or enter
into a new lease of such space, each time all or any portion of such space
becomes available for lease. Landlord shall offer Available Space to Tenant on
the same terms and conditions (including, without limitation, length of term and
rate of Minimum Rent) as Landlord would propose to an unrelated third party for
such space for a lease commencing at or approximately at the time the Available
Space will be available for lease. Without limiting the generality of the
foregoing, Tenant's lease of Available Space shall not be subject to premature
termination by Tenant pursuant to Tenant's exercise of either of its termination
options provided under Section 3.6 hereof.

2.3.2 Landlord's offer shall take the form of a written notice to Tenant setting
forth the Rentable Area of the Available Space proposed to be leased, the date
it is expected to be available, the proposed terms and conditions of lease and a
floor plan of the space in question. In the event that Tenant does not accept
Landlord's

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offer in writing (and without modification) within ten (10) business days after
the date on which Tenant receives Landlord's offer, then Landlord shall be free
to lease the Available Space to any other person or entity on terms
substantially similar to those offered to Tenant (and in no event for a
materially lower Minimum Rent or materially more valuable tenant inducements,
viewing the offer as a whole and considering the rental rate, term and
allowances and other inducements and costs to be borne by Landlord in connection
therewith) until Landlord has re-leased the Available Space and it has
subsequently become available again; provided, however, that if Landlord desires
to lease the Available Space to any other person or entity on terms materially
more favorable to such prospective tenant than those offered to Tenant, then
Landlord shall again offer the Available Space to Tenant, but on such more
favorable terms, whereupon Tenant shall have five (5) business days after the
date on which Tenant receives Landlord's offer within which to accept or reject
Landlord's offer (failure of timely acceptance being deemed rejection).

2.3.3 Promptly after Tenant's exercise of this right of first offer, Landlord
and Tenant shall execute an amendment to this Lease to reflect the accepted
terms. Landlord's delivery of the Available Space to Tenant is subject to
Landlord's regaining possession thereof from the tenant occupying the space, and
Landlord shall not be liable to Tenant if Landlord is unable to obtain
possession of the Available Space for any reason; provided, that if Landlord is
delayed in delivering the Available Space to Tenant for six (6) months or more,
Tenant may elect to rescind its election to lease such Available Space by
delivery of written notice of rescission to Landlord at any time following such
six (6) month period and prior to Landlord's delivery of the Available Space to
Tenant, whereupon the amendment of this Lease respecting such Available Space
shall automatically be null and void and, upon request from either party, the
parties shall confirm same in writing.

3. Term.

3.1 Duration. The term of this Lease (the "Term") shall commence on that date
(the "Lease Commencement Date") which is the date Tenant or anyone claiming
under or through Tenant first enters the Premises or any portion thereof for
purposes of occupying same for any reason or performing any work or services
therein. As used herein, the term "Rent Commencement Date" means the later of
(a) the third (3rd) business day following the date of Substantial Completion as
defined in Section 3.2 hereof, or (b) August 1, 2002. The Term shall continue
until that date (the "Termination Date") which is the last day of the third
(3rd) calendar month of the seventh (7th) Lease Year, unless sooner terminated.
Landlord shall endeavor to inform Tenant, at least thirty (30) days prior
thereto, of the estimated date of Substantial Completion if different from the
estimate set forth in Section 3.2 hereof. The "First Lease Year" shall be the
twelve (12) month period commencing on the Rent Commencement Date, if the Rent
Commencement Date is the first day of a calendar month, or, if the Rent
Commencement Date is other than on the first day of a calendar month then the
period commencing on the Rent Commencement Date and continuing through the last
day of the twelfth full calendar month thereafter. Each "Lease Year" after the
First Lease Year shall be a consecutive twelve (12) month period commencing on
the first day of the calendar month immediately following the preceding Lease
Year. Tenant covenants that it shall accept possession of the Premises on the
Rent Commencement Date and thereafter continuously occupy the Premises, subject
only to any rights of sublease or assignment herein contained, during the entire
Term and any renewals thereof.

3.2 Substantial Completion. The terms "Substantial Completion" or "Substantially
Complete" shall mean that state of completion of the Tenant Work (hereinafter
defined) which will, except for any improvements or work to be performed by
Tenant, allow Tenant to utilize the Premises for its intended purpose without
material interference to the customary business activities of Tenant by reason
of the completion of any work being performed by Landlord, provided Substantial
Completion cannot occur unless there is available to the Premises: (1)
reasonable quantities of those utility services required to be furnished by
Landlord under the terms of this Lease, (2) reasonable access through a ground
floor entranceway of the Building and that portion of the lobby area of the
Building leading from such entranceway to the elevators servicing the Premises;
and (3) passenger elevator service servicing the Premises during business hours.
Substantial Completion shall be deemed to have occurred notwithstanding that
minor or insubstantial details of construction, decoration or mechanical
adjustment remain to be performed. The foregoing minor or insubstantial details
are referred to in this Lease as "Punchlist Items". Landlord presently estimates
that the date of Substantial Completion will be on or about July 12, 2002. The
term "Substantial Completion Date" shall mean the earlier of (i) the date on
which the Tenant Work is Substantially Complete or (ii) the date that the Tenant
Work would have been Substantially Complete but for any Tenant Delay (defined in
Subsection 7.4 hereof).

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3.3 Effect of Tenant Delay. Anything in Section 3.2 to the contrary
notwithstanding, to the extent that the Rent Commencement Date is delayed by
reason of a delay in Substantial Completion because of any Tenant Delay, the
Rent Commencement Date shall occur, and Tenant's obligations to pay Rent,
(including Real Estate Taxes and Operating Expenses) under this Lease shall
commence on that day on which, in Landlord's estimation, Substantial Completion
would have occurred but for such Tenant Delay.

3.4 Effect of Other Delays. If Substantial Completion shall occur on a date
later than the date set forth in Section 3.2 above, or if Landlord shall be
delayed in the delivery of possession of the Premises to Tenant because repairs,
improvements or decoration of the Premises or Building to be performed by
Landlord are not completed, or for any other reason, whether or not within
Landlord's control, Landlord shall not be subject to any liability to Tenant. If
the delay was not attributable to Tenant Delay, the Rent reserved and covenanted
to be paid herein shall not commence and the Rent Commencement Date shall not
occur until possession of Premises can be given to Tenant in the required state
of Substantial Completion. No such failure to give possession shall in any other
respect affect the validity of this Lease or any obligation of Tenant hereunder,
except as follows:

3.4.1 If Substantial Completion has not occurred on or before August 1, 2002
(which date shall be extended (i) one (1) day for each day that Substantial
Completion is delayed by reason of Force Majeure Delay, and (ii) one (1) day for
each day that Substantial Completion is delayed by reason of Tenant Delay) (such
date, as so delayed, being the "Damages Outside Date"), then Landlord shall
reimburse to Tenant holdover damages (hereinafter defined) actually paid by
Tenant under Tenant's Welsh Road Lease with respect to the period commencing on
the Damages Outside Date and ending on the Rent Commencement Date (the "Damages
Period"), by means of an abatement of the first payments of Minimum Rent owing
under this Lease in an amount aggregating the holdover damages (as used herein,
the term "holdover damages" means a sum equal to the lesser of (x) the excess of
all rent, additional rent and holdover penalties payable by Tenant per calendar
month under Tenant's Welsh Road Lease during the Damages Period (computed on a
per diem basis for any partial calendar month within the Damages Period) over
the rent and additional rent payable by Tenant as rent and additional rent under
Tenant's Welsh Road Lease during the last full calendar month of the scheduled
term thereof (likewise computed on a per diem basis), exclusive of any excess
sums payable by Tenant on account of matters unrelated to Tenant's holdover
under Tenant's Welsh Road Lease, and (y) $15,000.00 per calendar month of the
Damages Period (computed on a per diem basis for any partial calendar month
within the Damages Period); and

3.4.2 If Substantial Completion has not occurred on or before November 1, 2002
(which date shall be extended (i) one (1) day for each day that Substantial
Completion is delayed by reason of Force Majeure Delay, and (ii) one (1) day for
each day that Substantial Completion is delayed by reason of Tenant Delay) (such
date, as so delayed, being the "Termination Outside Date"), then Tenant may
terminate this Lease by delivering written notice of termination to Landlord
after the Termination Outside Date and prior to the date on which Substantial
Completion occurs, whereupon this Lease shall be of no further force or effect
and Tenant shall receive a full refund of all monies paid by Tenant to Landlord
on account of any security deposit or prepayments of Minimum Rent or other Rent,
and neither party shall have any further liability to the other hereunder except
as to liabilities already accrued.

3.5 Confirmation Memorandum. On or about the Rent Commencement Date Landlord
shall prepare and Landlord and Tenant shall each promptly execute, acknowledge
and deliver to one another a memorandum in form substantially as set forth in
"Exhibit B" hereto, confirming the information set forth in such form.

3.6 Tenant's Termination Options. Tenant shall have the options to terminate
this Lease (a) effective as of the last day of the third (3rd) Lease Year, and
(b) effective as of the last day of the sixth (6th) calendar month of the fifth
(5th) Lease Year (in either case, the effective date of such termination is
herein referred to as the "End Date"), in either case by delivery of written
notice of termination to Landlord at least seven (7) months prior to the
applicable End Date; provided, however, that Tenant may only exercise either of
such termination options if, prior to Tenant's giving notice of such exercise,
Tenant has sold all or substantially all of the assets of its subsidiary,
NextGen Healthcare Information Systems, Inc., a corporation ("NextGen"), in an
arm's-length sale to a person or entity that is not an affiliate of either
Tenant or NextGen. Tenant's notice exercising such termination option shall be
irrevocable. As material consideration for the options to terminate herein set
forth, Tenant shall

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deliver to Landlord at least ninety (90) days prior to the End Date Tenant's
good bank check for the "Termination Fee" (as defined below). In calculating the
Termination Fee, it will be assumed that the "Lease Costs" (as defined below)
were financed at a fixed interest rate of ten percent (10%) per annum with a
seventy-five (75) month self-amortizing loan paid in 75 equal monthly
installments due on the first day of each calendar month, commencing on the Rent
Commencement Date (or, if the Rent Commencement Date is not the first day of a
calendar month, commencing on the first day of the first full calendar month
following the Rent Commencement Date), and the "Termination Fee" will be the sum
of (a) the principal balance that would remain outstanding under that loan
following payment of the monthly installment owing for the calendar month in
which the applicable End Date occurs, plus (b) the product derived by
multiplying five (5) times the monthly installment of Minimum Rent owing for the
month in which the End Date occurs. The term "Lease Costs" means the sum of the
following: (i) Landlord's out-of-pocket contract or purchase price(s) for
materials, components, labor, change orders, services, insurance requirements,
"general conditions", permits, and all other costs necessary to complete the
Tenant Work (defined in Section 7), plus (ii) Landlord's professional, designer,
architectural and engineering fees and costs, including, without limitation, the
cost of review, preparation and revisions to drawings and other plans relating
to the Tenant Work, plus, (iii) all leasing commissions paid by Landlord in
connection with this Lease, plus (iv) Landlord's reasonable legal costs incurred
and paid in negotiating and preparing this Lease, plus (v) $189,687.53 (being
the agreed value of the Minimum Rent abatement provided to Tenant under Section
4.1 hereof). Notwithstanding anything to the contrary herein set forth, at
Landlord's option Tenant's termination of this Lease pursuant to this Section
3.6 shall be ineffective if an Event of Default exists either at the time of
Tenant's exercise of its termination option or at the End Date. Failure of
Tenant to timely exercise either of the options herein granted ("exercise"
meaning both the giving of the requisite notice and the payment of the
Termination Fee) shall constitute Tenant's irrevocable waiver of such option
(but Tenant's waiver of the first such option shall not preclude Tenant's timely
exercise of the second such option on the terms and conditions herein set
forth).

3.7 Renewal Option. Tenant is hereby granted a single option to extend the Term
of this Lease, with respect to all of the Premises as then constituted, in
"as-is" condition, for one (1) consecutive additional period of five (5) years
commencing on the day following the Termination Date (the "Renewal Term"), on
the following terms and conditions:

(i) No Event of Default shall have occurred and remain uncured during the Term
of this Lease, either prior to Tenant's giving of its renewal notice to Landlord
or at or prior to the commencement of the Renewal Term (unless Landlord elects,
in its sole discretion, to waive such condition);

(ii) Landlord shall have made a good faith determination that Tenant remains
creditworthy;

(iii) Tenant shall not have previously assigned this Lease or sublet all or any
portion of the Premises;

(iv) Tenant shall have delivered to Landlord written notice of Tenant's election
to exercise this option not less than 270 days prior to the Termination Date;

(v) all lease terms for the Renewal Term shall be the same as specified for the
initial Term of this Lease, except that (a) there shall be no further option to
renew or extend the Term of this Lease, (b) there shall be no allowances or
inducements payable by Landlord during the Renewal Term, and (c) Minimum Rent
payable during the Renewal Term shall be the greater of (1) the escalating fair
market value rent then being charged or quoted by Landlord for leases of
comparable space in the Building or in comparable buildings owned by Landlord in
the vicinity of the Building for comparable terms commencing at or about the
commencement of the Renewal Term (or that would be charged or quoted by Landlord
if no such leases then exist or are about to commence), or (2) the annual rate
of Minimum Rent payable by Tenant during the portion of the seventh (7th) Lease
Year preceding the commencement of the Renewal Term; and

(vi) at Landlord's election, Landlord and Tenant shall promptly execute and
deliver to one another an amendment to this Lease, in reasonable form prepared
by Landlord, confirming Tenant's exercise of its option hereunder and the
Minimum Rent payable during the Renewal Term.

<PAGE>

4. Rent.

4.1 Minimum Rent. Annual minimum rent for the Premises ("Minimum Rent") shall be
as follows:

First Lease Year* $512,000.00 per annum; $42,666.67 per month
Second Lease Year $528,000.00 per annum; $44,000.00 per month
Third Lease Year $544,000.00 per annum; $45,333.33 per month
Fourth Lease Year $560,000.00 per annum; $46,666.67 per month
Fifth Lease Year $576,000.00 per annum; $48,000.00 per month
Sixth Lease Year $592,000.00 per annum; $49,333.33 per month
Seventh Lease Year (through Termination Date) $608,000.00 per annum; $50,666.67
per month

*     Notwithstanding the foregoing, (a) during the first three (3) full
      calendar months following the Rent Commencement Date, Minimum Rent shall
      abate and neither accrue nor be payable hereunder, and (b) thereafter, for
      the remaining nine (9) full calendar months of the First Lease Year, a
      portion of Minimum Rent equal to $6,854.17 per calendar month shall abate
      and neither accrue nor be payable hereunder (the aggregate abatement
      herein provided being agreed to equal $189,687.53).

All Minimum Rent shall be payable in equal monthly installments commencing on
the Rent Commencement Date and thereafter due on the first day of each month
during the Term without demand, deduction or set-off, at the following address
(or at such other address of which Landlord shall hereafter give Tenant written
notice):

Hub Properties LLC
P.O. Box 845310
Boston, MA 02284-5310

4.2 Partial Month. If the Term of this Lease begins on a day other than the
first day of a month, Minimum Rent from such day until the first day of the
following month shall be prorated (on the basis of the number of days during the
first month within the term of this Lease) and shall be payable, in advance, on
the Rent Commencement Date.

4.3 Rent Acceptance. If Landlord, at any time or times, shall accept Minimum
Rent or any other sum due to it hereunder after the same shall become due and
payable, such acceptance shall not excuse delay upon subsequent occasions, or
constitute, or be construed as, a waiver of any of Landlord's rights hereunder.

4.4 Additional Rent. All sums payable by Tenant under this Lease, whether or not
stated to be rent, Minimum Rent or Additional Rent or otherwise denominated
(hereinafter collectively referred to as "Rent"), shall be collectible by
Landlord as rent and in the event of a default in payment thereof Landlord shall
have the same rights and remedies as for a failure to pay Minimum Rent (without
prejudice to any other right or remedy available therefore).

4.5 Late Charge. If any payment of Rent (including, without limitation, all
Minimum Rent and all Additional Rent) or any part thereof to be made by Tenant
to Landlord pursuant to the terms of this Lease shall become overdue for a
period in excess of ten (10) days, a late charge of Five Cents ($0.05) for each
dollar so overdue shall be paid by Tenant for the purpose of defraying the
expense incident to handling such delinquent payment, together with interest
from the date such payment or part thereof was due, at the Lease Interest Rate.
Nothing herein or in the imposition or acceptance of a late charge by Landlord
shall be construed as a waiver of any rights of Landlord arising out of any
default of Tenant; the right to collect any late charge or interest is separate
and apart from any rights or remedies of Landlord relating to any default by
Tenant.

4.6 Independent Covenant; Survival. Tenant's covenant to pay all Rent hereunder
is independent of any other covenant, agreement, term or condition of this
Lease. Without limiting the other obligations of Tenant which shall survive the
expiration of the term hereof, the obligation of Tenant to pay Rent shall
survive the expiration of the Term hereof.

4.7 Abatement of Rent. Wherever in this Lease it is provided that Minimum Rent
or other Rent shall abate in whole or in part for a period of time, the amount
and duration of such abatement shall be subject to the reasonable agreement of
the parties, to be confirmed by written notice from Landlord to Tenant (or in
such other writing as the parties may deem appropriate). Pending such
confirmation, Tenant shall continue to pay all Rent in full when due under this
Lease, subject to retroactive adjustment upon the parties' agreement as
aforesaid.

<PAGE>

5. Real Estate Taxes.

5.1 Definitions. As used in this Section 5, the following terms shall be defined
as hereinafter provided:

5.1.1 "Real Estate Taxes" shall mean all taxes, liens, charges, imposts and
assessments of every kind and nature, ordinary or extraordinary, foreseen or
unforeseen, general or special, levied, assessed or imposed by any governmental
authority with respect to the Property, as well as any income or gross receipts
tax which is limited to income from real property, miscellaneous taxes (other
than Real Estate Taxes) applicable to or assessed by reason of the ownership of
the Property and any taxes imposed on personal property in the Building owned by
Landlord and used in connection with the Property. Notwithstanding the
foregoing:

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

5.1.1.2 Real Estate Taxes shall also encompass all of Landlord's expenses,
including but not limited to attorney's fees and expenses, incurred by Landlord
in any effort to minimize Real Estate Taxes whether by contesting proposed
increases in assessments, applying for the benefit of any tax abatement program
available for the Property, appealing the denial of any such tax abatement, or
contesting any challenge to the validity of any tax abatement program or its
applicability to the Property or by any other means or procedures appropriate in
the circumstances; provided, however, that under no circumstances shall Landlord
have any obligation to undertake any contest, appeal or other procedure to
minimize Real Estate Taxes or to obtain or maintain the benefits of any tax
abatement program for the Property; and

5.1.1.3 except as otherwise provided in Subsection 5.1.1.1 above, there shall be
excluded from Real Estate Taxes all net income, excess profit, excise,
franchise, estate, succession and inheritance taxes, penalties due to Landlord's
lateness or failure to pay taxes when due and transfer taxes imposed on
Landlord.

5.1.2 "Tenant's Tax Share" shall be that percentage of Real Estate Taxes which
is equal to the ratio of the Rentable Area of the Premises (as the same may
change from time to time) to the total Rentable Area contained in the Building.
As of the date of this Lease, Tenant's Tax Share is agreed to be 29.0909%.

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

5.1.4 "Tax Statement" shall mean a statement provided by Landlord, setting
forth: (a) the Real Estate Taxes for any Tax Year, (b) Tenant's Tax Payment
(defined in Section 5.2) owing on account thereof, prorated if only a part of
the Tax Year falls within the Term of this Lease; and (c) the amount by which
the Tenant's Tax Payment exceeds (or is less than) payments made by Tenant
pursuant to Sections 5.2.2 and 5.2.3 below for the specified Tax Year or
portions thereof.

5.2 Payment of Tenant's Tax Payment. During each Tax Year subsequent to the Base
Year, Tenant shall pay to Landlord, as additional rent hereunder, an amount
equal to Tenant's Tax Share of the total dollar increase, if any, in Real Estate
Taxes for such year over Real Estate Taxes for the Base Year (taking into
account any abatement of Real Estate Taxes which benefited the Property during
the Base Year or such subsequent year), prorated for any partial Tax Year within
the Term ("Tenant's Tax Payment"). Tenant's Tax Payment for each year shall be
paid as follows:

5.2.1 After receipt of a Real Estate Tax bill, Landlord shall furnish Tenant a
Tax Statement as hereinabove

<PAGE>

defined. Within twenty-five (25) days following the receipt of such Tax
Statement, Tenant shall pay to Landlord the amount, if any, by which the
Tenant's Tax Payment for such Tax Year exceeds the total amount, if any, of
payments made pursuant to Subsection 5.2.3 below on account of the Tenant's Tax
Payment as shown on the Tax Statement.

5.2.2 Notwithstanding the foregoing Section 5.2.1, if at any time after
execution of this Lease Landlord receives a Real Estate Tax bill for taxes in
excess of the Real Estate Taxes for the preceding Tax Year or a notice of any
governmental action which could effect an increase in Real Estate Taxes over the
Real Estate Taxes for the preceding Tax Year including, but not limited to,
notice of any increase in assessment or of a forthcoming increase in the real
estate tax rate, or notice, providing that the Property is not entitled to the
benefit of any tax abatement program pursuant to which Landlord has previously
determined the Tenant's Tax Payment, or that the validity of any tax abatement
program applicable to the Property has been challenged by appropriate legal
proceedings, Landlord may notify Tenant that Landlord elects to increase the
installments presently being paid by Tenant pursuant to Subsection 5.2.3 below.
Landlord's notice shall be in writing and shall specify the amount due, or
estimated to become due, and the amount of each installment or increased
installment to be paid by Tenant. Payments in the amount of the installment (or
increase in installment) set forth in Landlord's notice shall be due monthly as
Additional Rent concurrently with payments of Minimum Rent beginning with such
first payment due after the date of Landlord's notice, and shall continue on the
first day of each month until and including the month in which Tenant makes
payment in full of Tenant's Tax Payment.

5.2.3 Tenant shall pay one twelfth (1/12) of the Tenant's Tax Payment on account
of the Real Estate Taxes for the preceding Tax Year monthly, together with
payments of Minimum Rent, as an estimate and on account of the Tenant's Tax
Payment for the current Tax Year, which payments shall be subject to increase
upon receipt by Tenant of a notice from Landlord pursuant to Subsection 5.2.2
above increasing the amount of monthly estimated payments.

5.2.4 Real Estate Taxes with respect to a Tax Year which is the subject of an
appeal filed by or on behalf of Landlord shall be paid on the basis of the
amount reflected in the tax bill and shall not be adjusted until the final
determination of the appeal. Upon such determination of any appeal, Landlord
will notify Tenant in writing of the actual amount of Tenant's Tax Payment owing
for the year or years which were the subject of the appeal and the amount, if
any, remaining due by Tenant in excess of Tenant's estimated payments. Tenant
shall pay such entire amount so due on the due date for the next installment of
Minimum Rent, or if this Lease has terminated, Tenant shall pay the amount due
within fifteen (15) days after receipt of Landlord's notice. If the final
determination of the appeal results in a reduction of the Real Estate Taxes at
issue and Landlord receives a cash refund from the taxing authority on account
of overpayment of Real Estate Taxes for such year, Tenant shall receive a credit
against the installment of Minimum Rent next coming due in the amount by which
Tenant's payments on account of Tenant's Tax Payment exceeded the payments
actually due for the applicable year, or if the Term of the Lease has expired
within the preceding twelve (12) months (but not otherwise), Landlord shall
refund to Tenant the amount of any such overpayment promptly following
Landlord's determination of the amount due to Tenant.

5.2.5 If Tenant shall pay any Tenant's Tax Payment for any periods which were
calculated on the basis of the qualification of the Property for a tax abatement
program, and subsequently it is determined that for such periods or any portion
thereof the Property was not entitled to the benefit of such program or that
such program was invalid and a retroactive assessment is made, then Tenant's Tax
Payment for such periods shall be recomputed on the basis of the actual amount
of Real Estate Taxes required to be paid in the absence of abatement. Landlord
will notify Tenant in writing both of any additional amounts due (the
"Deficiencies") by Tenant by reason of such recalculations of Tenant's Tax
Payment for such periods in excess of Tenant's previous payments of Tenant's Tax
Payment and of the amount of any increase in installments payable by Tenant
pursuant to Subsection 5.2.3 above for the balance of the current Tax Year.
Tenant shall pay the entire amount of the Deficiencies by the due date of the
next installment of Minimum Rent due Landlord.

5.2.6 Any Tax Statement or other notice from Landlord pursuant to this Section 5
shall be deemed approved by Tenant as correct unless within sixty (60) days
after the furnishing thereof, Tenant shall notify Landlord in writing that it
disputes the correctness of the Tax Statement or other notice, specifying in
detail the basis for such assertion. Pending the resolution of such dispute,
however, Tenant shall make payments in accordance with

<PAGE>

said Tax Statement or other notice.

6. Operating Expenses.

6.1 Definitions.

As used in this Section 6 the following terms shall be defined as hereinafter
provided:

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

6.1.2 "Tenant's Expense Share" shall be that percentage of Operating Expenses
derived by dividing the Rentable Area contained within the Premises (as the same
may from time to time increase or decrease) by the Rentable Area contained in
the Office Space. As of the date of this Lease, Tenant's Expense Share is agreed
to be 29.0909%.

6.1.3 "Operating Expenses" shall mean the expenses incurred by Landlord
(determined in accordance with generally accepted accounting principles) in
connection with the operation, repair, maintenance, protection and management of
the Property, including by way of example rather than of limitation, the
following:

6.1.3.1 Wages, salaries, fees and other compensation and payments, payroll
taxes, contributions to any social security, unemployment insurance, welfare,
pension or similar fund and payments for other fringe benefits made to or on
behalf of any and all employees of Landlord performing services rendered in
connection with the operation, repair, maintenance, protection and management of
the Property, including, without limitation: elevator operators; elevator
starters; window cleaners; porters; janitors; maids; miscellaneous handymen;
watchmen; persons engaged in patrolling and protecting the Property; carpenters;
engineers; firemen; mechanics; electricians; plumbers; landscapers; insurance
risk managers; building superintendent and assistants; building or general
manager; and clerical, accounting and administrative personnel. Landlord may
contract for any of the foregoing to be performed by independent contractors, in
which event all sums paid to such independent contractors shall be included
within Operating Expenses pursuant to Subsection 6.1.4.20 below.

6.1.3.2 The cost of employee uniforms, and the cleaning, pressing and repair
thereof.

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

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

6.1.3.5 The cost of heat, water, sewer and all other utility services, servicing
the Building generally, as well as the cost of electricity consumed by lighting
in the common areas of the Building and the cost of electricity consumed by HVAC
equipment serving the common areas of the Building.

6.1.3.6 Costs (other than utilities costs, which are provided for in Subsection
6.1.3.5 above) incurred for operation, service, maintenance, inspection, repairs
and alterations of the Property, including, without limitation, the heating,
air-conditioning, ventilating, plumbing, outdoor underground heating coils (if
any), electrical and elevator systems of the Building, and all lawns, landscaped
areas, sidewalks, driveways and parking areas, and the costs of labor,
materials, supplies and equipment used in connection with all of the aforesaid
items; provided, however, that notwithstanding anything to the contrary
elsewhere contained in this Section 6, Tenant's Expense Payment (hereinafter
defined) shall include one hundred percent (100%) of the increase (if any) in
costs incurred for operation, service, maintenance, inspection, repairs and
alterations of the elevator system exclusively serving the Premises over the
amount of such costs incurred during the Base Year (but in no event will costs
of replacement of the elevator or costs of replacement of elevator equipment,
parts or components that are properly classified as capital costs under
generally accepted accounting principles be included in

<PAGE>

Operating Expenses or Tenant's Expense Payment).

6.1.3.7 Sales and excise taxes and the like upon any of the expenses enumerated
herein.

6.1.3.8 Management fees of the managing agent for the Building, if any.

6.1.3.9 The cost of tools, equipment, and supplies and any replacement thereof.

6.1.3.10 The cost of repainting or otherwise redecorating any part of the
Building other than premises demised to tenants in the Building.

6.1.3.11 Displays or decorations for the lobby, balconies and other public
portions of the Property.

6.1.3.12 Dues paid to associations representing landlords.

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

6.1.3.14 The cost of licenses, permits and similar fees and charges.

6.1.3.15 Auditing and accounting fees including accounting fees incurred in
connection with the preparation and certification of the Tax Statements and the
Operating Expense Statements specified in Sections 5 and 6 of this Lease.

6.1.3.16 All costs incurred by Landlord to comply with governmental requirements
that become effective after the date of this Lease, whether federal, state or
municipal; and all repairs, replacements and improvements which are appropriate
for the continued operation of the Building as a first class building, including
without limitation capital expenditures which under generally applied real
estate accounting practice are expensed or are regarded as deferred expenses.

6.1.3.17 All costs and expenses associated with the acquisition and installation
of any energy or cost saving devices.

6.1.3.18 Fair market rental and other costs with respect to the management
office for the Building.

6.1.3.19 Intentionally Omitted.

6.1.3.20 Cost of independent contractors performing services, including, but not
limited to, cleaning, janitorial, window-washing, rubbish removal, security,
landscaping, snow and ice removal services, electrical, painting, plumbing,
elevator, heating, ventilation and air conditioning maintenance and repair and
all fees due such independent contractors.

6.1.3.21 Legal fees with respect to the Property other than those incurred in
the negotiation or enforcement of tenant leases.

6.1.3.22 Capital expenditures necessitated by casualties to the extent the same
are not covered by insurance.

6.1.3.23 Any and all other expenditures of Landlord which are properly expenses
in accordance with generally accepted accounting principles consistently applied
with respect to the operation, repair, maintenance, protection and management of
comparable office buildings in the vicinity of Horsham, Pennsylvania.

6.1.3.24 If Landlord shall purchase any item of capital equipment or make any
capital expenditure as described in Subsections 6.1.3.16, 6.1.3.17, or 6.1.3.22
above (a "Capital Expenditure"), the total cost of which is not included in
Operating Expenses for the Operating Year in which it was made, Landlord may
include in Operating Expenses for the Operating Year in which such Capital
Expenditure was made, and in Operating Expenses for each succeeding Operating
Year, an annual charge-off of such Capital Expenditure. Annual charge-offs shall
be

<PAGE>

determined by dividing the original Capital Expenditure plus an interest factor,
reasonably determined by Landlord as being the interest rate then being charged
for long-term mortgages by institutional lenders on like properties within the
locality in which the Building is located, by the number of years of useful life
of the improvement, repair, alteration or replacement made with the Capital
Expenditure; and the useful life shall be determined reasonably by Landlord in
accordance with then prevailing customs and practices of the real estate
industry in the greater Horsham area, consistently applied. If Landlord shall
lease such items of capital equipment, then the lease shall be included in
Operating Expenses for each Operating Year in which they are incurred.
Notwithstanding the foregoing, if Landlord shall effectuate savings in labor or
energy-related costs as a result of the installation of new devices or
equipment, then Landlord may, in lieu of the above, elect to include up to the
full amount of any such savings in each Operating Year (beginning with the
Operating Year in which the equipment is placed in service) as an Operating
Expense until Landlord has recovered thereby the cost of installation of said
devices or equipment and interest thereon as above provided, even if the result
of such application will result in the amortization of such costs over a period
shorter than the useful life of such installation. Landlord shall notify Tenant
in writing if Landlord elects to apply such savings to the cost of such
equipment and shall include a statement of the amount of such savings in the
Operating Expense Statement for each applicable Operating Year. Operating
Expenses shall thereafter be reduced by the amount of any previous capital
expenditures included therein expensed pursuant to this Subsection 6.1.3.24 when
such amortization has been completed.

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

6.1.5 In determining Operating Expenses for any Operating Year, including the
Base Year, during which less than ninety five percent (95%) of the Rentable Area
of the Building shall have been occupied by tenants for more than thirty (30)
days during such year, the actual Operating Expenses for such year shall be
increased to the amount which normally would have been incurred for such
Operating Year had such occupancy of the Building been one hundred percent
(100%) throughout such Operating Year, as reasonably determined by Landlord.

6.1.6 Notwithstanding the provisions of Section 6.1.4, "Operating Expenses"
shall not include expenditures for any of the following:

6.1.6.1 Any capital addition made to the Building, including the cost to prepare
space for occupancy by a new tenant, except as set forth in Subsections
6.1.3.16, 6.1.3.17 or 6.1.3.22 above.

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

6.1.6.3 Leasing commissions and advertising expenses incurred in leasing or
procuring new tenants.

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

6.1.6.5 Depreciation and amortization of the Building, other than as permitted
pursuant to Subsection 6.1.3.24.

6.1.6.6 Real Estate Taxes.

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

6.1.6.8 Debt service payments on any indebtedness applicable to the Property,
including any mortgage debt, or ground rents payable under any ground lease for
the Property.

6.1.7 "Monthly Operating Expense Estimate" shall have the meaning specified in
Subsection 6.2.1.1 hereof.

<PAGE>

6.1.8 "Operating Expense Statement" shall mean a statement provided by Landlord,
setting forth in reasonable detail: (a) the Operating Expenses for the Operating
Year (or portion thereof if less than a full Operating Year) immediately
preceding the Operating Year in which the statement is issued, reasonably
detailed by major categories, (b) the Tenant's Expense Payment (defined in
Section 6.2) for such preceding Operating Year, prorated if only a part of the
Operating Year falls within the term of this Lease, (c) the amount of payments
made by Tenant on account of the Tenant's Expense Payment during such preceding
Operating Year, (d) the amount of payments of the Monthly Operating Expense
Estimate made by Tenant in the Operating Year in which the Expense Statement is
issued, and (e) the Monthly Operating Expense Estimate for the Operating Year in
which the Operating Expense Statement is issued.

6.2 Tenant's Expense Payment. During each Operating Year subsequent to the Base
Year, Tenant shall pay to Landlord as Additional Rent hereunder an amount equal
to Tenant's Expense Share (except as otherwise provided in Section 6.1.3.6) of
the total dollar increase, if any, in Operating Expenses for such Expense Year
over Base Expenses ("Tenant's Expense Payment"). For any portion of an Operating
Year less than a full twelve (12) month period occurring within the Term of this
Lease, Tenant's Expense Payment shall be prorated on a per diem basis.

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

6.2.1.1 Beginning on January 1, 2003 and continuing thereafter on the first day
of each month until receipt of the Operating Expense Statement with respect to
the Operating Year during which Lease Commencement Date occurs, Tenant will pay
Landlord an amount set by Landlord sufficient to pay Landlord's estimate
(reasonably based on the actual Operating Expenses for the preceding Operating
Year and Landlord's projections of any anticipated increases or decreases
thereof) of Tenant's Expense Payment for the current Operating Year (or
remaining portion thereof) (the "Monthly Operating Expense Estimate"). The
Monthly Operating Expense Estimate for a period less than a full calendar month
shall be duly prorated.

6.2.1.2 Following the end of each Operating Year, Landlord shall furnish Tenant
an Operating Expense Statement setting forth the information described in
Subsection 6.1.8 above. Within fifteen (15) days following the receipt of such
Operating Expense Statement (the "Expense Share Date") Tenant shall pay to
Landlord: (i) the amount by which the Tenant's Expense Payment for the Operating
Year (or portion thereof) covered by the Operating Expense Statement exceeds the
aggregate of Monthly Operating Expense Estimates paid by Tenant with respect to
such Operating Year (or portion thereof); and (ii) the amount by which the
Monthly Operating Expense Estimate for the current Operating Year as shown on
the Operating Expense Statement multiplied by the number of months elapsed in
the current Operating Year (including the month in which payment is made)
exceeds the aggregate amount of payments of the Monthly Operating Expense
Estimate theretofore made in the Operating Year in which the Operating Expense
Statement is issued. Landlord shall diligently endeavor to furnish Tenant an
Operating Expense Statement not later than one hundred and twenty (120) days
following the end of each Operating Year.

6.2.1.3 On the first day of the first month following receipt by Tenant of any
annual Operating Expense Statement and continuing thereafter on the first day of
each succeeding month until the issuance of the next ensuing Operating Expense
Statement, Tenant shall pay Landlord the amount of the Monthly Operating Expense
Estimate shown on the Operating Expense Statement.

6.2.1.4 If on any Expense Share Date Tenant's payments of the installments of
the Monthly Operating Expense Estimate for the preceding or current year's
Operating Expenses are greater than the actual Operating Expenses for such
preceding Operating Year or Monthly Operating Expense Estimate for the current
year, Landlord shall credit Tenant with any excess, which credit may be offset
by Tenant against next due installments of Rent. If the term of the Lease has
expired prior to the Expense Share Date for the applicable Operating Year and if
Tenant's payments of Monthly Operating Expense Estimate either exceed or are
less than Tenant's Expense Payment, Landlord shall send the Operating Expense
Statement to Tenant, and an appropriate payment from Tenant to Landlord or
refund from Landlord to Tenant shall be made on the Expense Share Date. The
provisions of this Subsection 6.2.1.4 shall remain in effect notwithstanding any
termination of this Lease; provided however, that if upon termination of this
Lease Tenant owes Landlord any sums under this Lease (for Rent or otherwise),
Landlord shall have the right to reduce the amount of any refund due Tenant

<PAGE>

under this Section 6.2.1.4 against such sums owed by Tenant to Landlord.

6.2.2 Any Operating Expense Statement or other notice from Landlord pursuant to
this Section 6 shall be deemed approved by Tenant as correct unless, within
sixty (60) days after the furnishing thereof, Tenant shall notify Landlord in
writing that it disputes the correctness of the Operating Expense Statement or
other notice, specifying in detail the bases for such assertion. Notwithstanding
any dispute concerning any Operating Expense Statement or other notice, Tenant
shall continue to make payments in accordance with said Operating Expense
Statement or other notice pending the resolution of such dispute.

7. Improvement of the Premises.

7.1 Tenant Work. Landlord shall construct within the Premises, at Landlord's
expense (subject to Tenant's obligation to pay certain excess costs under
Section 7.9, below), those certain improvements depicted on that certain
Schematic Plan labeled SP-02, last revised 4/01/02, prepared by CDI Architects
(the "Schematic Design Documents"). Landlord and Tenant hereby approve the
Schematic Design Documents. All work agreed to be performed by Landlord pursuant
to this Section 7 (including all materials, supplies, components, labor and
services required therefor) is herein referred to as the "Tenant Work". Without
limiting the generality of the foregoing, the parties agree that the
installation within the Premises of Tenant's telecommunications and data
equipment and related wiring and cabling is not included in the Tenant Work;
provided, however, that the Tenant Work shall include Landlord's extension of
200 pairs of voice communication wires, encased in metal conduit, from the
service boot on the first floor of the Building to the second floor telephone
closet.

7.2 Tenant's Construction Representative. Prior to the commencement of any
design documentation, the Tenant, by notice to Landlord in writing, shall
designate a single individual as the "Tenant's Construction Representative," who
Tenant agrees shall be available to meet and consult with Landlord on a
continuing basis at the Premises as Tenant's representative concerning the
matters which are the subject of this Section 7 and who, as between Landlord and
Tenant, shall have the power legally to bind Tenant in giving direction to
Landlord respecting the Construction Documents and the Tenant Work, in giving
approvals of design documents and work, and in making requests and approval for
changes.

7.3 Preparation, Review and Approval of Construction Documents.

7.3.1 Construction Documents. Landlord, at its expense, shall cause to be
prepared "Construction Documents" consistent with the Schematic Design Documents
and approved by Tenant pursuant to Section 7.3.2 hereof for the construction of
the Premises for Tenant's occupancy. The Construction Documents shall be signed
and sealed by a reputable architect or professional engineer (where applicable)
licensed and registered in the Commonwealth of Pennsylvania and shall contain,
at a minimum, floor plans, reflected ceiling plans, power and telephone plans,
mechanical plans, electrical plans, fire protection plans and all other details
and schedules which designate the locations and specifications for all
mechanical, electrical, fire protection and life safety equipment to be
installed in the Premises, and all partitions, doors, lighting fixtures,
electric receptacles and switches, telephone outlets, special air conditioning,
and other improvements to be installed within the Premises.

7.3.2 Tenant Approval. Landlord shall submit for Tenant's approval the
Construction Documents, in accordance with the following procedural
requirements:

7.3.2.1 Tenant shall review each draft of the Construction Documents received
from Landlord, and either (a) approve the same or (b) return the same to
Landlord with a written notice detailing only those requested modifications
which are required in order to correct material deviations from the Schematic
Design Documents which are contained in the Construction Documents, in either
event within three (3) business days after receipt thereof from Landlord. Any
other changes to the Construction Documents desired by Tenant shall be requested
under Section 7.9 hereof.

7.3.2.2 If Tenant shall return the Construction Documents to Landlord in a
timely fashion with requested modifications, Landlord shall, subject to Section
7.3.2.4 below, revise the Construction Documents within a reasonable period of
time and resubmit same to Tenant for approval pursuant to Section 7.3.2.1 above,
until the Construction Documents are approved.

<PAGE>

7.3.2.3 The Construction Documents shall be deemed approved by Tenant upon the
first to occur of (i) Landlord's receipt of Tenant's written notice approving
same, or (ii) Tenant's failure to deliver written notice to Landlord either
approving or suggesting modifications of the Construction Documents of the sort
permitted under Section 7.3.2.1 above, within the time required under Section
7.3.2.1 above, or (iii) if all of Tenant's requested modifications of the
Construction Documents are disapproved by Landlord pursuant to Section 7.3.2.4
below.

7.3.2.4 Landlord shall not unreasonably disapprove modifications of the
Construction Documents requested by Tenant pursuant to Section 7.3.2.1, above.
Without limiting the generality of the foregoing, Tenant acknowledges that it
shall be reasonable for Landlord to disapprove modifications requested by Tenant
under this Section 7.3.4 because the work detailed in the proposed modification
is inconsistent with the work contemplated in the Schematic Design documents or
because the work detailed in the proposed modification: (a) is likely to
adversely affect Building systems, the structure of the Building or the safety
of the Building and/or its occupants; (b) might impair Landlord's ability to
furnish services to Tenant or other tenants in the Building; (c) would
materially increase the cost of operating the Building; (d) would violate any
governmental laws, rules or ordinances (or interpretations thereof); (e)
contains or uses hazardous or toxic materials or substances; (f) would adversely
affect the appearance of the Building; (g) might adversely affect another
tenant's premises; (h) is prohibited by any ground lease affecting the Building
or any mortgage, trust deed or other instrument encumbering the Building; or (i)
is likely to be substantially delayed because of unavailability or shortage of
labor or materials necessary to perform such work or the difficulties or unusual
nature of such work. The foregoing reasons, however, shall not be the only
reasons for which Landlord may withhold its approval, whether or not such other
reasons are similar or dissimilar to the foregoing. Neither the preparation by
or for Landlord of the Schematic Design Documents or the Construction Documents,
nor Landlord's performance, supervision or monitoring of the construction of the
Tenant Work, shall constitute any warranty by Landlord to Tenant of the adequacy
of the design for Tenant's intended use of the Premises.

7.4 Tenant Delays. Each of the following shall constitute a "Tenant Delay":

7.4.1 Failure of Tenant to have given Landlord written notice approving the
Construction Documents within three (3) business days after receipt thereof from
Landlord.

7.4.2 Failure of Tenant to have executed and delivered this Lease to Landlord by
May 2, 2002.

7.4.3 Any changes to the Construction Documents requested by Tenant following
Tenant's approval or deemed approval of such documents, or any Additional Work
(defined in Section 7.9) requested by Tenant, provided that if Tenant's request
for Additional Work is specifically conditioned upon its approval of Landlord's
estimate of such delay, Landlord shall promptly notify Tenant of Landlord's
good-faith estimate of the anticipated delay, and the Additional Work shall not
be constructed unless Tenant shall have approved such estimated delay within two
(2) business days after receipt of such estimates.

7.4.4 Delays in furnishing materials, services, supplies, labor or components
that Tenant has requested be specified or required in the Construction
Documents; provided, that if Landlord anticipates that any such item specified
by Tenant will result in Tenant Delay, Landlord shall promptly notify Tenant of
Landlord's good-faith estimate of the anticipated delay, and the items specified
by Tenant shall not be incorporated in the Construction Documents unless Tenant
shall have approved such estimated delay within two (2) business days after
receipt of such estimate..

7.4.5 Delays caused by the performance of or failure to perform any work or by
any activity in the Premises by Tenant or any of its employees, agents, or
contractors.

7.4.6 Delays caused by any fault of Tenant or its agents, employees or
contractors, including, without limitation, its designers and consultants.

7.5 Substitutions and Changes. In constructing the Tenant Work, Landlord
reserves the right (a) to make substitutions of material or components of
equivalent grade and quality when and if any specified material or component
shall not be readily or reasonably available, and (b) to make changes to the
work necessitated by

<PAGE>

conditions met in the course of construction, provided that if Landlord
reasonably believes any change is material and substantial in nature, then
Tenant's approval of such change shall first be obtained (which approval shall
not be unreasonably withheld so long as there shall be general conformity with
the Construction Documents and shall be deemed given unless withheld in writing
within five (5) days following Landlord's request therefor).

7.6 Landlord's Contractor. The Tenant Work is to be performed by Landlord's
contractor, which shall be selected by Landlord.

7.7 Tenant's Construction Representative's Access, Inspection, and Approval

7.7.1 Landlord, upon reasonable notice, shall afford Tenant and Tenant's
Construction Representative or agent(s) access to the Premises, at reasonable
times during the course of construction and at Tenant's sole risk and expense,
for the purposes of inspecting work completed or in progress, and of taking
field measurements.

7.7.2 [Intentionally omitted.]

7.7.3 [Intentionally omitted.]

7.7.4 As to all Tenant Work, performed by or on behalf of Landlord and not
objected to by Tenant in accordance with this Section 7, it shall be
conclusively deemed on the Substantial Completion Date that such work was
satisfactorily performed in accordance with and meets the requirements of this
Lease; provided, however, that the foregoing presumption shall not apply: (i) to
latent defects in such work which could not reasonably have been discovered by
the Substantial Completion Date, provided Tenant notifies Landlord thereof
within sixty (60) days after the Substantial Completion Date, or (ii) to defects
discoverable by a visual inspection or by ordinary use of the Premises for the
purpose for which it is leased herein, provided Tenant notifies Landlord thereof
within sixty (60) days after the Substantial Completion Date. As to any item of
Tenant Work remaining to be completed hereunder after the Substantial Completion
Date, the parties shall jointly prepare a punch-list on or about the Substantial
Completion Date, and Landlord shall complete such items within sixty (60) days
thereafter (except for items which cannot reasonably be completed within such
sixty (60) day period, which items shall be completed as promptly as practicable
using diligent efforts thereafter).

7.8 Early Access for Tenant's Cabling. Commencing approximately thirty (30) days
prior to the anticipated date of Substantial Completion, and subject to the
terms and conditions of Section

7.10 hereof, Landlord shall afford Tenant's contractors access to the Premises
for purposes on installing Tenant's data and communications wiring and cables at
Tenant's expense.

7.9 Additional Work. Upon Tenant's request and submission by Tenant (at Tenant's
sole cost and expense) of the necessary information and/or plans and
specifications for work other than the work described in the approved Schematic
Design Documents (and the Construction Documents prepared consistent therewith)
("Additional Work") and the approval by Landlord of such Additional Work, which
approval Landlord agrees shall not be unreasonably withheld, Landlord shall
perform such Additional Work, at Tenant's sole cost and expense, subject,
however, to the following provisions of this Section 7.9. Prior to commencing
any Additional Work requested by Tenant, Landlord shall submit to Tenant a
written statement of the cost of such Additional Work, and an additional charge
payable to Landlord in the amount of 5% of the total Cost of the Work as
compensation for Landlord's general conditions (such fee and additional charge
being hereinafter referred to collectively as "Landlord's Additional
Compensation") and, concurrently with such statement of cost, Landlord shall
also submit to Tenant a proposed tenant extra order (the "TEO") for the
Additional Work in the standard form then in use by Landlord. Tenant shall
execute and deliver to Landlord such TEO and shall pay to Landlord the entire
cost of the Additional Work, including Landlord's Additional Compensation (as
reflected in Landlord's statement of such cost), within five (5) days after
Landlord's submission of such statement and TEO to Tenant. If Tenant fails to
execute or deliver such TEO or pay the entire cost of such Additional Work
within such 5-day period, then Landlord shall not be obligated to do any of the
Additional Work and may proceed to do only the Tenant Work, as specified in the
approved Construction Documents.

<PAGE>

7.10 Tenant's Contractors. During the Term of this Lease, in making any
alterations and improvements or performing any other work of any kind within the
Premises through the services of any contractor or contractors, the following
conditions shall be fulfilled, and Tenant, by undertaking to have such work
performed by its contractor or contractors, shall be deemed to have agreed to
cause such conditions to be fulfilled:

7.10.1 Prior to commencing any such work, Tenant shall (a) furnish Landlord with
a written description of the proposed work and reasonably detailed plans and
specifications therefor and (b) obtain the approval of Landlord, in writing, for
the specific work it proposes to perform and all such plans and specifications.

7.10.2 The work shall be performed at Tenant's expense by responsible
contractors and subcontractors approved in advance by Landlord, who shall not in
Landlord's sole opinion, and who in fact do not, prejudice Landlord's
relationship with Landlord's contractors or subcontractors or the relationship
between such contractors and their subcontractors or employees, or disturb
harmonious labor relations. Tenant's contractors and subcontractors shall comply
with all insurance requirements and undertakings set forth in Exhibit "D"
attached hereto, as the same may be changed by written notice from Landlord to
Tenant from time to time during the Term.

7.10.3 Each of such contractors being paid $5,000.00 or more shall, prior to the
commencement of their work and not later than ten (10) days after the execution
of their respective contracts, file waivers of mechanic's liens in the
appropriate public office, which waivers shall be effective to preclude the
filing of any mechanic's liens on account of the work to be performed by any of
Tenant's contractors, subcontractors or materialmen.

7.10.4 No such work shall be performed in such manner or at such times as to
interfere with any work being done by any of Landlord's contractors or
subcontractors in the Premises or in or about the Property generally. Landlord
shall, however, endeavor to allow Tenant access for such work at the earliest
time after the Substantial Completion Date, consistent with the restrictions of
this Section 7.10. Tenant's contractors and subcontractors shall be subject to
the decisions of Landlord's contractor as to such matters and as to avoidance of
interference with other tenants of the Building or the work of other tenants'
contractors and subcontractors, but Landlord's contractor shall not be
responsible for any aspect of the work performed by Tenant's contractors or
subcontractors or for the coordination of the work of Landlord's contractors or
others with Tenant's contractors.

7.10.5 Except as otherwise set forth in this Section 7.10, all such work shall
be subject to the requirements and provisions of Sections 10.6, 10.7 and 25 of
this Lease.

7.10.6 Tenant and its contractors and subcontractors shall be solely responsible
for the transportation, safekeeping and storage of materials and equipment used
in the performance of their work, for the removal of waste and debris resulting
therefrom, and for any damage caused by them to any installations or work
performed by Landlord's, or any other tenant's, contractors and subcontractors.

8. Services.

Landlord agrees that in consideration of Tenant's performance of its obligations
under this Lease and so long as Tenant is not in default under this Lease,
Landlord shall provide services after the Rent Commencement Date as follows:

8.1 HVAC.

8.1.1 Basic Service. Heat or air-conditioning to the Premises (depending on the
season) and ventilation (collectively, "HVAC") when required for comfortable
occupancy and use of the Premises, during Business Hours, the cost of
electricity for which shall be billed to Tenant pursuant to Section 8.8, below.
The furnishing of the foregoing heating, air-conditioning and ventilation
services during the times and in accordance with the standards hereinabove set
forth shall be subject to any statute, ordinance, rule, regulation, resolution
or recommendation for energy conservation which may be promulgated by any
governmental agency or organization which Landlord shall be required to abide by
or in good faith may elect to observe. Notwithstanding the foregoing, any
supplemental HVAC units which Tenant may elect to install or to have installed
within or serving the Premises (whether as part of the Tenant Work or otherwise)
shall be installed, operated, maintained and replaced by Tenant at Tenant's
expense, and the cost of electricity consumed by the operation of such unit

<PAGE>

or units shall be billed to Tenant as provided in Section 8.8, below.

8.1.2 Supplemental HVAC Units. The HVAC service referenced in Section 8.1.1 is
separate and apart from any HVAC service which Tenant obtains through any
supplemental HVAC unit or units now or hereafter contained within the Premises,
for which Tenant shall be billed for all electricity usage pursuant to Section
8.8 below, and which supplemental unit or units shall be Tenant's sole
obligation to maintain, repair or replace. Without limiting the generality of
the foregoing, during the Term Tenant shall maintain in force a maintenance
contract with a reputable HVAC service contractor approved by Landlord (which
approval shall not be unreasonably withheld or delayed) providing for quarterly
inspection and maintenance of all supplemental HVAC units within the Premises,
and Tenant shall furnish to Landlord a copy of said contract from time to time
upon Landlord's request.

8.2 Elevators. Landlord shall provide self-service passenger elevator service to
the second floor of the Building by one (1) two-stop 5,000 pound capacity
Eastern passenger elevator, which shall be for Tenant's exclusive use (and for
the use of Landlord when necessary or appropriate).

8.3 Janitorial. Landlord shall provide reasonable janitorial service to the
Premises on Business Days, in accordance with reasonable standards determined by
Landlord from time to time.

8.4 Public Areas. Landlord shall keep and maintain the public areas and
facilities of the Building reasonably clean and in good working order, and the
sidewalks and parking areas on the Land in reasonably good repair and, during
Business Hours, free from unreasonable accumulations of snow and ice. Without
limiting the generality of the foregoing, Landlord shall keep the clock on the
facade of the Building in good working order.

8.5 Landlord Repairs. Landlord shall make all necessary structural repairs to
the Building, all repairs which Landlord shall determine may be needed to the
mechanical, HVAC, electrical and plumbing systems in and servicing the Premises
and all repairs to exterior windows. In the event that any such repair is
required by reason of the negligence or abuse of Tenant or its agents,
employees, invitees or of any other person using the Premises with Tenant's
consent, express or implied, Landlord may make the repair and charge Tenant for
the costs thereof plus interest thereon at the Lease Interest Rate (as herein
defined) computed from the date such costs are incurred by Landlord until paid,
which costs and interest shall be due and payable following completion of the
repairs with the next installment of Minimum Rent thereafter due. Any repairs to
any non-building standard fixtures or other improvements installed or made by or
at the request of Tenant requiring maintenance or repairs of a type or nature
not customarily provided by Landlord to office tenants of the Building, and
necessary replacements of non-building standard fixtures or improvements, shall
be made by Landlord at Tenant's expense or, at Landlord's election, by
contractors engaged by Tenant and approved by Landlord, at Tenant's expense.

8.6 Water. Landlord shall provide water in reasonable quantities consistent in
Landlord's judgment with customary office usage for drinking, lavatory and
toilet purposes to be drawn from the bathrooms or other approved fixtures within
the Premises.

8.8 Electricity.

8.8.1 Landlord shall furnish, at Tenant's cost and expense, the Premises with
electric current for HVAC, lighting and normal office use, and shall replace
light bulbs and tubes when required. The cost of replacement light bulbs, tubes,
lamps, and ballasts, plus the labor cost for such replacement, shall be paid by
Tenant as Additional Rent. Tenant's use of electric energy in the Premises shall
not at any time exceed the safe capacity of any of the electric conductors and
equipment in or otherwise serving the Premises. Tenant shall not, without
Landlord's prior written consent in each instance, connect to the Building's
electric distribution system any fixtures, appliances, equipment or machinery
other than lamps, typewriters, desktop computers, xerox machines, and similar
small office machines nor make any alterations or additions to the electric
system of the Premises. Should Landlord grant such consent, all additional
lines, risers or other equipment required therefor shall be provided by Landlord
at Tenant's cost and expense. Landlord may condition such consent upon the
payment by Tenant of additional rent as compensation for the additional
consumption of electricity occasioned by the operation of said equipment or
machinery. Tenant agrees that its consumption of electric energy in the

<PAGE>

Premises may at Landlord's election be submetered by Landlord at Tenant's
expense or, if no submeter shall be installed, then Landlord shall reasonably
calculate Tenant's consumption of electricity and charge Tenant therefor. Tenant
shall pay to Landlord the cost of all electrical consumption billed by Landlord
to Tenant hereunder (computed on the basis of the average rate paid by Landlord
to the utility company, including all surcharges, taxes, fuel adjustments,
transfer charges or similar charges paid by Landlord to such utility) within ten
(10) days after receipt of Landlord's bill, as additional rent. Tenant agrees
that if, in the future, it is required by the Pennsylvania Public Utility
Commission or by a Federal or state law or by applicable tariff as a necessary
condition to the supply of electric energy to the Premises or any part thereof,
to become the direct customer of the applicable utility, Tenant will do so.

8.8.2 Landlord has advi sed Tenant that Philadelphia Electric Company (the
"Current Service Provider") is the utility company selected by Landlord to
provide electric service for the Building. Notwithstanding the foregoing, if
permitted bylaw, the Landlord shall have the right at any time from time to time
during the Term to either contract for service from a different company or
companies providing electricity service (each an "Alternate Service Provider")
or continue to contract for service from the Current Service Provider. Tenant
shall cooperate with Landlord, the Current Service Provider and any Alternate
Service Provider reasonable access to the Building's electric lines, feeders,
risers, wiring and any other machinery within the Premises.

8.9 Access. Tenant and its employees shall have access to the Premises 24 hours
per day, seven days per week, subject to (a) compliance with such security
measures as shall from time to time be in effect for the Building, (b)
emergencies and (c) scheduled closings of the Building.

9. Limitation Regarding Services.

Landlord reserves the right, without any liability to Tenant and without being
in breach of any covenant of this Lease, to interrupt or suspend service of any
of the heating, ventilating, air-conditioning, electric, sanitary, elevator or
other Building systems serving the Premises, or the rendering of any of the
other services required of Landlord under this Lease, whenever and for so long
as may be necessary by reason of accidents, emergencies, strikes or the making
of repairs or changes which Landlord is required by this Lease, by law, or in
good faith deems advisable to make or by reason of difficulty in securing proper
supplies of fuel, steam, water, electricity, labor or supplies, or by reason of
any cause beyond Landlord's reasonable control, including, without limitation,
(i) mechanical failure, (ii) governmental restrictions on the use of materials
or the use of any of the Building's systems and (iii) any change, failure,
interference, disruption or defect in the supply or character of the electric
energy furnished to the Premises by the Current Service Provider or any
alternate Service Provider. In each instance, however, Landlord shall exercise
reasonable diligence to eliminate the cause of the interruption and to effect
restoration of service. Tenant shall not be entitled to any diminution or
abatement of rent or other compensation, or to assert that a constructive
eviction has occurred, and this Lease and all of the obligations of Tenant
hereunder shall not be affected or reduced nor shall Landlord be liable to
Tenant in any way, by reason of the interruption, stoppage or suspension of any
of the Building's systems or services arising out of any of the causes set forth
in this Section.

10. Care of Premises.

Tenant agrees that it shall comply with the following requirements:

10.1 Notice of Damage or Accident. Tenant shall give Landlord prompt written
notice of any accident in the Premises and of any breakage, defect or failure in
any of the systems or equipment serving the Premises.

10.2 Access to Landlord. Tenant shall give Landlord access to the Premises at
all reasonable times, without charge or diminution of rent and upon reasonable
prior notice (except that no prior notice shall be required in an emergency), to
enable Landlord (a) to examine the same and to take any and all measures
(including inspections, repairs, additions and alterations and improvements to
the Premises or the Property as Landlord may deem necessary or advisable for the
preservation of the integrity, safety and good order of the Property or any part
thereof, or of Landlord's interests, or as may be necessary or desirable in the
operation or improvement of the Property or in order to comply with laws, orders
and requirements of governmental or other authorities; and (b) to show the
Premises to prospective mortgagees, assignees and purchasers and to others
having a legitimate interest therein (and to prospective tenants of the Premises
as well during the one (1) year period prior to expiration of the Term hereof).

<PAGE>

10.3 Condition. Tenant at its sole cost and expense shall maintain the Premises
and all fixtures and appurtenances thereto including, but not limited to,
ceilings, partitions, doors, lighting fixtures, switches, floor coverings, and
tenant improvements in as good condition and repair as was the Premises at the
beginning of the term, reasonable wear and tear excepted, except that the
Landlord, at Landlord's expense (unless caused by the fault or negligence of
Tenant, its contractors, agents or employees, in which event at Tenant's
expense) shall keep in repair those items specified in Section 8.5 hereof. 10.4
Surrender. Upon the termination of this Lease for any cause whatsoever, Tenant
shall remove Tenant's goods and effects and those of any other person claiming
under Tenant, and quit and deliver up the Premises to Landlord peaceably and
quietly in as good order and condition as at the inception of the term of this
Lease (or in such condition as the same hereafter may be improved by Landlord or
Tenant), reasonable wear and tear, damage by fire or other casualty and repairs
which are Landlord's obligation excepted. Goods and effects not removed by
Tenant at the termination of this Lease shall be considered abandoned and
Landlord may, upon five (5) days notice to Tenant, dispose of and/or store the
same as it deems expedient, the cost thereof to be charged to Tenant and payable
upon demand. This Subsection 10.4 shall survive termination of this Lease.

10.5 Rules and Regulations. Tenant shall observe the rules and regulations
attached hereto as "Exhibit C" and all additions thereto and modifications
thereof as may be reasonably promulgated by Landlord from time to time by
written notice to Tenant and which, in Landlord's reasonable judgment, are
desirable for the general safety, comfort and convenience of occupants and
tenants of the Building. All rules and regulations shall be deemed a part of
this Lease, as conditions, with the same effect as though written herein, and
Tenant covenants that they shall be faithfully observed by Tenant, Tenant's
employees, and all those visiting the Premises or claiming under Tenant.
Landlord shall not be responsible for the failure of any other tenant or
occupant of the Building to observe any of said rules and regulations.

10.6 Compliance with Law. Tenant agrees at all times to comply promptly and
fully at Tenant's sole cost and expense with all laws, ordinances, regulations
and other requirements whatsoever, including without limitation environmental
laws, of any and all Federal, Commonwealth or local authorities or of the Board
of Fire Underwriters or any insurance organizations, associations or companies,
which impose obligations upon Tenant or Landlord with respect to the Premises or
Tenant's use or occupancy thereof (collectively the "Laws"), solely to the
extent that compliance is necessitated due to (i) Tenant's specific use,
occupancy or alteration of the Premises or any portion thereof, or (ii) any act
or omission of Tenant or any employees, agents, contractors, licensees or
invitees of Tenant. Notwithstanding the foregoing, to the extent that Tenant's
compliance with Laws pursuant to the preceding sentence will entail construction
of any addition to or any material modification of any Building systems, or
will, in Landlord's reasonable estimation, materially impact Building structural
elements, Landlord may undertake such compliance on Tenant's behalf, in which
event Tenant shall reimburse to Landlord all of Landlord's out-of-pocket costs
and expenses so incurred within fifteen (15) days after billing as additional
rent. Tenant also agrees that it shall not knowingly do or commit, or suffer to
be done or committed anywhere in or on the Property, any act or thing contrary
to any of the Laws. Without limiting the foregoing, Tenant agrees that the Laws
include the federal Americans with Disabilities Act ("ADA") and that Tenant's
responsibilities hereunder include the duty to ensure that the Premises, and all
facilities and improvements therein, (a) will not constitute a "place of public
accommodation" as defined under the ADA and related regulations, and (b) comply
with the requirements of the ADA and, (c) only if the Premises comprise any full
floor of the Building, that all facilities on such floor of the Building,
whether or not technically within the Premises (such as, but not limited to,
restrooms and elevator lobbies) comply with the ADA. Tenant agrees to indemnify
Landlord and hold Landlord and Landlord's agents, officers, partners, directors
and employees harmless of and from all costs and expenses incurred by Landlord
or any of them as a consequence of any and all claims made against Landlord or
any of them resulting from or arising out of any default by Tenant in the
performance of the obligations contained in this Subsection 10.6.

10.7 Alterations; Additions.

10.7.1 For each and every alteration, addition or improvement Tenant wishes to
make, Tenant shall first (i) submit to Landlord a detailed description thereof,
and (ii) obtain Landlord's written approval thereof. Provided that the proposed
alteration, addition or improvement does not in Landlord's judgment involve any
material modification to the Property's exterior or its external appearance, or
its structural, mechanical, HVAC, electrical, or plumbing systems or components,
such approval shall not be unreasonably withheld or delayed, but may be

<PAGE>

conditioned upon compliance with reasonable requirements of Landlord. Landlord
may withhold its approval in its absolute and sole discretion with respect to
each such alteration, addition or improvement which Landlord determines involves
any modification to the Property's exterior or its external appearance, or its
structural, electrical, mechanical, HVAC or plumbing systems or any components
thereof.

10.7.2 Tenant shall not permit any financing statement or statements to be filed
with respect to any of the Tenant Work or any alterations, additions or
improvements made by Tenant. All fixtures attached to the Premises (other than
Tenant's trade and business fixtures and equipment) shall, unless Landlord gives
Tenant notice to remove them, remain at the Premises at the expiration or sooner
termination of this Lease and become the property of Landlord without payment
therefor or, at Landlord's option, after notice to Tenant, any or all of the
foregoing which may be designated by Landlord in such removal notice shall be
removed at the sole cost of Tenant before such expiration or sooner termination
and in such event, Tenant shall repair all damage to the Premises caused by the
installation or removal thereof, and shall restore the Premises to its original
improved condition (ordinary wear and tear excepted), on or before the
expiration or termination of this Lease. Should Tenant fail to remove the same
or restore the Premises, Landlord may cause same to be removed and/or the
Premises to be restored at Tenant's expense, and Tenant hereby agrees to pay
Landlord the actual cost of such removal and/or restoration, together with any
and all damages which Landlord may suffer and sustain by reason of the failure
of Tenant to remove the same and/or restore the Premises as herein provided.

10.7.3 All such alterations, additions or improvements shall be performed at
Tenant's cost (including, without limitation, the costs of permits therefor) by
Landlord or one or more contractors reasonably approved by Landlord and Tenant,
and shall be subject to all applicable requirements of Section 7 hereof.

10.7.4 Tenant shall not place, or cause or allow to be placed, any sign,
advertising matter, lettering, stand, booth, showcase or other article or matter
in or upon the Premises and/or the Property, without the prior written consent
of Landlord which may be withheld in its sole discretion, excepting only such
signs and the like which are located exclusively within the Premises and are not
visible in or extend into any common area of the Property.

10.8 Communications and Computer Lines.

10.8.1 Subject to the other terms of this Lease respecting alteration of the
Premises and the following provisions, Tenant may install, maintain, replace,
remove or use communications or computer wires, cables and related devices
(collectively the "Lines") at the Property in or serving the Premises, provided:
(a) Tenant shall obtain Landlord's prior written consent which shall not be
unreasonably withheld, use an experienced and qualified contractor approved in
writing by the Landlord, and comply with all of the other provisions of Section
10.7 hereof, (b) any such installation, maintenance, replacement, removal or use
shall comply with all laws applicable thereto and good work practices, and shall
not interfere with the use of any then existing Lines at the Property, (c) an
acceptable number of spare Lines and space for additional Lines shall be
maintained for existing and future occupants of the Property, as determined in
Landlord's reasonable opinion, (d) if Tenant at any time uses any equipment that
may create an electromagnetic field exceeding the normal insulation ratings of
ordinary twisted pair riser cable or cause radiation higher than normal
background radiation, the Lines therefor (including riser cables) shall be
appropriately insulated to prevent such excessive electromagnetic fields or
radiation, (e) as a condition to permitting the installation of new Lines,
Landlord may require that Tenant remove existing Lines located in or serving the
Premises, (f) Tenant's rights shall be subject to the rights of any regulated
telephone company, and (g) Tenant shall pay all costs in connection therewith.
Landlord reserves the right to require that Tenant remove any Lines located in
or serving the Premises which are installed in violation of these provisions, or
which are at any time in violation of any Laws or represent a dangerous or
potentially dangerous condition (whether such Lines were installed by Tenant or
by any other party at Tenant's direction), within five (5) business days after
written notice (or, if not due to a dangerous, condition, as soon as practicable
thereafter).

10.8.2 Landlord may (but shall not have the obligation to): (i) install new
Lines at the Property (ii) create additional space for Lines at the Property,
and (iii) reasonably direct, monitor and/or supervise the installation,
maintenance, replacement and removal of, the allocation and periodic
reallocation of available space (if any) for, and the allocation of excess
capacity (if any) on, any Lines now or hereafter installed at the Property by

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Landlord, Tenant or any other party (but Landlord shall have no right to monitor
or control the information transmitted through such Lines). Such rights shall
not be in limitation of other rights that may be available to Landlord by law or
otherwise.

10.8.3 Notwithstanding anything to the contrary contained in Section 10.4,
Landlord reserves the right to require that Tenant remove any or all Lines
installed by or for Tenant within the Building or serving the Premises upon
termination of this Lease, provided Landlord notifies Tenant prior to or within
thirty (30) days following such termination. Any Lines not required to be
removed pursuant to this Section shall, at Landlord's option, become the
property of Landlord (without payment by Landlord). If Tenant fails to remove
such Lines as required by Landlord, or violates any other provision of this
Section, Landlord may, after twenty (20) days written notice to Tenant, remove
such Lines or remedy such other violation, at Tenant's expense (without limiting
Landlord's other remedies available under this Lease or applicable Law). Tenant
shall not, without the prior written consent of Landlord in each instance, grant
to any third party a security interest or lien in or on the Lines, and any such
security interest or lien granted without Landlord's written consent shall be
null and void.

10.8.4 Landlord shall have no liability for damages arising from the following,
and Landlord does not warrant that the Tenant's use of any Lines will be free
from the following (collectively called "Line Problems"): (x) any eavesdropping
or wire-tapping by unauthorized parties, (y) any failure of any Lines to satisfy
Tenant's requirements, or (z) any shortages, failures, variations,
interruptions, disconnections, loss or damage caused by the installation,
maintenance, replacement, use or removal of Lines by or for other tenants or
occupants at the Property, by any failure of the environmental conditions or the
power supply for the Property to conform to any requirements for the Lines or
any associated equipment, or relieve Tenant from performance of Tenant's
obligations under this Lease. Landlord in no event shall be liable to Tenant for
damages by reason of loss of profits, business interruption or other
consequential damage arising from any Line Problems.

10.9 General Covenant. Except for Landlord's provision of certain services as
set forth in Section 8 above, Tenant acknowledges that Landlord shall not be
required to furnish any services, utilities or facilities to the Premises or to
make any repairs or alterations thereto. Except as otherwise expressly set forth
in this Lease, Tenant hereby assumes the full and sole responsibility for the
condition, operation, repair, replacement, maintenance and management of the
Premises, its systems, services and utilities.

11. Negative Covenants of Tenant.

11.1 System Changes. Supplementing the provisions of Sections 7 and 8.1 above,
Tenant shall not install any equipment of any kind or nature whatsoever which
would or could, in Landlord's judgment, necessitate any change, replacement or
addition to (or which might cause damage to) the plumbing, heating,
air-conditioning or electrical systems serving the Premises or any other portion
of the Building without the prior written consent of Landlord. In the event such
consent is granted, all costs in connection with such changes, replacements or
additions shall be paid for by Tenant in advance.

11.2 Sales. Without the prior written consent of Landlord, Tenant shall not
exhibit, sell or offer for sale (or permit the exhibition, sale or offering for
sale) in the Premises, or at the Property, any article or thing except those
articles and things connected with the Permitted Use of the Premises by Tenant.

11.3 Prohibited Uses. Tenant will not make or permit to be made any use of the
Premises or any part thereof which would violate any of the covenants,
agreements, terms, provisions and conditions of this Lease or which directly or
indirectly is forbidden by public law, ordinance or governmental regulation or
which may be dangerous to life, limb or property or which may invalidate or
increase the premium cost of any policy of insurance carried on the Property or
covering its operation or which will suffer or permit the Premises or any part
thereof to be used in any manner or which would permit anything to be brought
into or kept therein which, in the judgment of Landlord, would in any way impair
or tend to impair the character, reputation or appearance of the Building as a
high quality office building or which would impair or interfere with or tend to
impair or interfere with any of the services performed by Landlord for the
Building or which could threaten the safety of the Building or any of its
occupants.

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11.4 Signs.

11.4.1 Generally. Tenant shall not display, inscribe, print, paint, maintain or
affix on any place in or about the Premises or the Property any sign, notice,
legend, direction, figure or advertisement, except on the doors of the Premises
and on the directory board of the Building and then only such name(s) and
matter, and in such color, size, style, place and materials, as shall first have
been approved in writing by Landlord. Landlord's initial listing of Tenant on
the directory board shall be at Landlord's expense. The listing by Landlord of
any name other than that of Tenant, whether on the doors of the Premises, on the
directory board of the Building or otherwise, shall not operate to vest any
right or interest in this Lease or in the Premises or be deemed to be the
written consent of Landlord mentioned in Section 12 hereof, it being expressly
understood that any such listing is a privilege extended by Landlord and
revocable at will by written notice to Tenant.

11.4.2 Exterior Signage.

11.4.2.1 Notwithstanding Section 11.4.1 hereof, Tenant, at its sole expense and
subject to the terms and conditions of this Section 11.4.2, may erect (a) on the
front and rear exterior facades of the Building, at a height and location
reasonably approved by Landlord, and (b) on the monument sign located on the
Property (as same shall hereafter be modified by Landlord to accommodate the
signs of multiple tenants), signs identifying Tenant (of sizes, designs and
compositions reasonably approved in advance by Landlord), subject to Tenant's
prior receipt of all permits, licenses and approvals which are prerequisite to
such installations from the local municipality. Tenant shall repair and maintain
such signs on a regular basis during the Term at Tenant's sole cost and expense,
in default of which Landlord may undertake such repair and maintenance, the cost
of which shall be reimbursed to Landlord by Tenant within five (5) days of
demand. Within ten (10) days after the end of the Term, Tenant shall remove such
signs and repair all damage to the Building caused by the installation,
maintenance (or failure to maintain) or removal thereof, at Tenant's sole
expense, in default of which Landlord may undertake such removal and repair, the
cost of which shall be reimbursed to Landlord Tenant within five (5) days of
demand.

11.4.2.2 Notwithstanding anything contained in Section 11.4.2.1 hereof, Tenant
agrees that (i) Tenant shall remove its signs from the front exterior facade of
the Building at Tenant's expense within thirty (30) days following Landlord's
written request, if requested to do so by Landlord in order for Landlord to
accommodate the signage of any other tenant of the Building leasing a larger
Rentable Area than that contained within the Premises; provided, however, that
if, as a condition to the issuance of a governmental permit or approval allowing
the installation by such other tenant of a sign on the front facade of the
Building, Tenant's sign on the rear facade of the Building is also required to
be removed, then Tenant shall also remove its sign from the rear facade of the
Building; and (ii) Tenant's right to place a sign on the monument sign located
on the Property shall not be exclusive, and the location of Tenant's sign on
such monument sign relative to the signs of other tenants of the Building shall
be as stipulated by Landlord and subject to change from time to time; provided,
however, that Landlord agrees that at all times during the Term and any
extension or renewal thereof, Tenant shall have the right to utilize that
percentage of the signage area on the monument sign derived by dividing the
Rentable Area of the Premises by the entire Rentable Area of the Building. If
Landlord requires Tenant to move its facade signs during the Term or any
extension or renewal thereof in order to accommodate the facade signage of
another tenant as referenced in clause (i) of the immediately preceding
sentence, or in the event that Landlord requires relocation of Tenant's monument
sign pursuant to clause (ii) of the immediately preceding sentence, then in each
such case Landlord shall reimburse to Tenant within thirty (30) days after
billing all of Tenant's reasonable and actual out-of-pocket costs directly
incurred in undertaking such move or relocation. Furthermore, if Tenant is
required to remove all signage from the front facade of the Building pursuant to
clause (i), above, then Landlord agrees to install at ground level, at
Landlord's expense, "internal directory signage" (as such term is used in the
applicable Horsham Township signage ordinance) that will identify tenants in the
Building, including Tenant, subject, however, to Landlord's prior receipt of all
permits, licenses and approvals which are prerequisite to such installations
from the local municipality.

11.4.2.3 Landlord agrees to install in the parking areas of the Property, at
Landlord's expense, one (1) site directional sign directing Building visitors to
the main lobby entrance at the front of the Building, and one (1) site
directional sign directing Building visitors to the rear entrance of the
Building, subject, however, to Landlord's prior receipt of all permits, licenses
and approvals which are prerequisite to such installations from the local
municipality.

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11.5 Compatible Labor. Tenant shall not contract for any work or service which
might involve the employment of labor incompatible with the employees of the
Building or with employees of contractors doing work or performing services by
or on behalf of the Landlord.

11.6 Hazardous Substances.

11.6.1 Tenant's Warranty. Tenant represents, warrants and covenants that (1) the
Premises will not be used by Tenant or its employees, licensees, agents,
sublessees or contractors (collectively, "Tenant Parties") for any dangerous,
noxious or offensive trade or business and that Tenant Parties will not cause or
maintain a nuisance there, (2) Tenant Parties will not bring, generate, treat,
store or dispose of Hazardous Substances (as hereinafter defined) at the
Premises, (3) Tenant Parties shall at all times comply with all Environmental
Laws (as hereinafter defined) and shall cause the Premises to comply, and (4)
Tenant will keep the Premises free of any lien imposed pursuant to any
Environmental Laws by reason of breach of any of the foregoing representations,
warranties and covenants. "Premises" for purposes of this Section shall include
the Building and the Property including parking areas.

11.6.2 Reporting Requirements. Tenant warrants that it will promptly deliver to
the Landlord, (i) copies of any documents received from the United States
Environmental Protection Agency and/or any state, county or municipal
environmental or health agency concerning the Tenant's operations upon the
Premises, (ii) copies of any documents submitted by the Tenant to the United
States Environmental Protection Agency and/or any state, county or municipal
environmental or health agency concerning its operations on the Premises,
including but not limited to copies of permits, licenses, annual filings and
registration forms, and (iii) upon the request of Landlord, Tenant shall provide
Landlord with evidence of compliance with Environmental Laws.

11.6.3 Termination, Cancellation, Surrender. At the expiration or earlier
termination of this Lease, Tenant shall surrender the Premises to Landlord free
of any and all Environmental Defaults (defined below).

11.6.4 Environmental Defaults. In the event of (1) a violation by any Tenant
Parties of an Environmental Law, (2) a release, spill or discharge of a
Hazardous Substance on or from the Premises by any Tenant Parties, or (3) the
discovery of an environmental condition requiring response which violation,
release, or condition is attributable to the acts or omissions of any Tenant
Parties, (4) an emergency environmental condition caused by or attributable to
any Tenant Parties, or (5) any breach by Tenant of its representation and
warranty contained in Section 11.6.1 above (the occurrence of any of the
foregoing being an "Environmental Default"), Landlord shall have the right, but
not the obligation, to immediately enter the Premises, to supervise and approve
any actions taken by Tenant to address the Environmental Default, or if the
Landlord deems it necessary, then Landlord may perform, at Tenant's expense, any
lawful actions necessary to address the Environmental Default.

11.6.5 Tenant's Indemnification. Tenant shall indemnify, defend (with counsel
approved by Landlord) and hold Landlord and Landlord's affiliates, shareholders,
directors, officers, employees and agents harmless from and against any and all
claims, judgments, damages (including consequential damages), penalties, fines,
liabilities, losses, suits, administrative proceedings, costs and expense of any
kind or nature, known or unknown, contingent or otherwise, which arise at any
time during or after the Term (including, but not limited to, attorneys',
consultant, laboratory and expert fees and including without limitation,
diminution in the value of the Building or Property, damages for the loss or
restriction on use of rentable space or of any amenity of the Building or
Project and damages arising from any adverse impact on marketing of space in the
Building), arising from or related to the occurrence of one or more
Environmental Defaults during the Term.

11.6.6 Definitions.

(a) "Hazardous Substances" means, (i) asbestos and any asbestos containing
material and any substance that is then defined or listed in, or otherwise
classified pursuant to, any Environmental Laws or any applicable laws or
regulations as a "hazardous substance", "Hazardous Material", "hazardous waste,"
"infectious waste", "toxic substance", "toxic pollutant" or any other
formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic
Leaching Procedure (TCLP) toxicity, (ii) any petroleum and drilling fluids,
produced waters, and other wastes associated with the exploration, development
or production of crude oil, natural gas, or

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geothermal resources and (iii) petroleum products, polychlorinated biphenyls,
urea formaldehyde, radon gas, radioactive material (including any source,
special nuclear, or by-product material), and medical waste. (b) "Environmental
Laws" collectively means and includes all present and future laws and any
amendments thereto (whether common law, statute, rule, order, regulation or
otherwise), permits, and other requirements or guidelines of governmental
authorities applicable to the Premises and relating to the environment and
environmental conditions or to any Hazardous Substance (including, without
limitation, CERCLA, 42 U.S.C ss.601, et seq, the Resource Conservation and
Recovery Act of 1976, 42 U.S.C ss.901, et seq, the Hazardous Materials
Transportation Act, 49 U.S.C. ss.801, et seq, the Federal Water Pollution
Control Act, 33 U.S.C. ss.51, et seq, the Clean Air Act, 33 U.S.C. ss.401, et
seq, the Clean Air Act, 42 U.S.C. ss.41, et seq, the Toxic Substances Control
Act, 15 U.S.C. ss.601-2629, the Safe Drinking Water Act, 42 U.S.C. ss.300f-300j,
the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. ss.101, et
seq, and any so-called "Super Fund" or "Super Lien" law, any law requiring the
filing of reports and notices relating to hazardous substances, environmental
laws administered by the Environmental Protection Agency, and any similar state
and local laws and regulations, all amendments thereto and all regulations,
orders, decisions, and decrees now or hereafter promulgated thereunder
concerning the environment, industrial hygiene or public health or safety).

11.6.7 Survival. The provisions of this Section 11.6 shall survive any
termination of this Lease or the Term.

11.7 Floor Load. Tenant shall not place or permit to be placed upon any floor of
the Premises any item of any nature the weight of which shall exceed such
floor's rated floor load limit unless additional floor loads are approved in
writing by Landlord in advance.

12. Subletting and Assigning.

12.1 General Restriction.

12.1.1 Tenant shall not assign this Lease or sublet all or any portion or
portions of the Premises without first obtaining Landlord's prior written
consent thereto, which consent shall not be unreasonably delayed or withheld.
Such consent, if given, will not release Tenant from its obligations hereunder
and will not be deemed a consent to any further subletting or assignment. Tenant
shall not convey, pledge, mortgage, encumber or otherwise transfer (collectively
"Pledge") (whether voluntarily or otherwise) this Lease or any interest in or
under it. For purposes of this Section, an assignment shall include any direct
or indirect transfer of a controlling interest in Tenant. Any attempt by Tenant
to assign or Pledge this Lease or sublet the Premises in contravention of the
terms of this Lease shall constitute an Event of Default hereunder.

12.1.2 Notwithstanding the foregoing:

(i) no prior approval of the Landlord shall be required for the subletting of
all or a portion of the Premises or assignment of this Lease to any corporation
or other entity which is a parent or wholly-owned subsidiary of, or under common
control with, the Tenant (a "Related Party"), except that (a) no subletting or
assignment to a Related Party shall be made unless the Tenant shall have
provided to the Landlord such information as the Landlord shall reasonably
require such as, but not limited to, satisfactory evidence as to the
relationship as parent, affiliate or subsidiary of the proposed subtenant or
assignee, and evidence as to its legal existence and corporate (or other)
authority to enter into the sublease or assignment and (b) if a Related Party to
which all or a portion of the Premises has been sublet or to which this Lease
has been assigned without Landlord's prior approval shall thereafter cease to be
a Related Party, Tenant shall immediately give Landlord written notice of such
fact, and Landlord shall have the right and option in its sole discretion to
declare the sublease or assignment pursuant to which such former Related Party
occupies the Premises or any portion thereof to be null and void and to require
such entity to vacate the Premises within thirty (30) days following written
notice from Landlord; and (ii) the foregoing prohibition shall not apply to any
assignment of the Lease which would occur as a result of a merger, consolidation
or reorganization of the Tenant's corporate structure, provided the Tenant shall
have first provided to the Landlord such information as the Landlord may
reasonably require relating to the merger, consolidation or reorganization, such
as, but not limited to, satisfactory evidence of the relationship as a result of
any merger, consolidation or reorganization of the proposed assignee, evidence
as to its legal existence and its corporate authority to enter into the
assignment.

12.2 Landlord's Costs; Forms. Tenant shall reimburse Landlord for Landlord's
reasonable expenses, including

<PAGE>

attorneys' fees, in reviewing and approving (or disapproving) any documents
relating to any proposed Pledge, sublease or assignment. All forms of consents
and agreements relating to or effecting any sublease or assignment shall be
supplied or approved (as Landlord shall elect) by counsel to Landlord.

12.3 Rent Collection. If this Lease is assigned or if the Premises or any part
thereof is sublet or occupied by a person or entity other than Tenant, Landlord
may, after default by Tenant, collect Rent from the assignee, subtenant or
occupant and apply the net amount collected to the Rent herein reserved, but no
such assignment, subletting, occupancy or collection shall be deemed a waiver of
any of Tenant's covenants contained in this Lease or the acceptance by Landlord
of the assignee, subtenant or occupant as Tenant, or a release of Tenant from
further performance by Tenant of the covenants of Tenant herein contained.

12.4 Sublet Notice. Notwithstanding anything contained in this Lease to the
contrary, if at any time during the term of this Lease Tenant desires to sublet
all or part of the Premises or to assign this Lease (the Premises or such lesser
portion thereof as is the subject of such proposed transaction being herein
referred to as the "Sublet Space"), Tenant shall advise Landlord in writing
(such notice being hereinafter referred to as a "Sublet Notice") of the identity
of the proposed assignee or subtenant and its business and of the terms of the
proposed subletting or assignment and the area proposed to be sublet. Tenant
shall also transmit therewith the most recent financial statement or other
evidence of financial responsibility of such assignee or subtenant and a
certification executed by Tenant stating whether or not any premium or other
consideration is being paid for the proposed sublease or assignment.

12.5 Receipt of Sublet Notice. Upon receipt of a Sublet Notice Landlord shall
have the right to: (1) approve or withhold approval of the proposed sublease or
assignment in its reasonable discretion; or (2) terminate this Lease with
respect to the Sublet Space on the date set forth in Landlord's notice as set
forth in Section 12.6 below. Notwithstanding the foregoing, if Landlord elects
to terminate this Lease as aforesaid, Tenant may, within ten (10) business days
following receipt of Landlord's notice of termination, rescind Tenant's Sublet
Notice, in which event neither Tenant's Sublet Notice nor Landlord's notice of
termination with respect to the Sublet Space shall be of any further force or
effect, and this Lease shall continue with respect to the entire Premises as
then constituted.

12.6 Option to Approve or Reject Sublease. The option to approve or reject any
proposed sublease or assignment as specified in Section 12.5 above shall be
exercisable by Landlord sending Tenant a written notice specifying the exercise
of any such right within thirty (30) business days after receipt of a Sublet
Notice from Tenant.

12.6.1 [Intentionally omitted.]

12.6.2 If the Sublet Space does not constitute the entire Premises and Landlord
exercises its option to terminate this Lease with respect to the Sublet Space,
then as to that portion of the Premises which is not part of the Sublet Space,
this Lease shall remain in full force and effect except that the Minimum Rent,
Tenant's Tax Share and Tenant's Expense Share shall be reduced by the amount
each bears to the fraction, the numerator of which shall be the Rentable Area of
the Sublet Space and the denominator of which shall be the Rentable Area of the
Premises.

12.6.3 If Landlord elects to terminate this Lease, the Lease shall terminate on
a date set forth in Landlord's notice to Tenant described above in this Section
12.6, provided such date shall not be less than thirty (30) days after the date
Landlord delivers such notice to Tenant.

12.6.4 If Landlord withholds approval to the proposed subletting or assignment,
this Lease shall remain in full force and effect.

12.6.5 In the event Landlord does not exercise any of its rights specified in
this Section 12.6, Landlord shall be deemed to have withheld approval of the
sublease or assignment. Upon Landlord's failure to exercise any of its rights in
writing, Tenant may again request Landlord's approval which approval shall be
deemed given unless Landlord responds to the contrary within ten (10) days of
Tenant's second request. If Tenant completes a sublease or assignment with a
third party following Landlord's disapproval or deemed disapproval thereof, such

<PAGE>

sublease or assignment shall be null and void.

12.7 Premium for Sublease. As a condition to Landlord's consent to any
subletting, assignment or other transfer referred to in this Section 12, if the
sublease, assignment or other transfer provides that the subtenant, assignee or
other transferee thereunder is to pay any amount in excess of the sum of the
Rent and other charges due under this Lease, plus Tenant's expenses on account
of such assignment or sublease (which shall be limited to reasonable advertising
costs, brokerage commissions, allowances or free rent provided to the assignee
or subtenant, and legal fees, and which expenses, for purposes of hereof, shall
be amortized on a straight-line basis, without interest, over the term of the
subletting, assignment or other transfer) (such excess being herein referred to
as "Profit"), whether such Profit be in the form of an increased monthly or
annual rental, a lump sum payment, or any other form (and if sublet space does
not constitute the entire Premises, the existence of such Profit shall be
determined on a pro rata basis), one half (1/2) of the Profit shall be payable
to Landlord immediately upon Tenant's receipt thereof as Additional Rent.

12.8 Liability of Assignee. Each assignee hereunder shall assume and be deemed
to have assumed this Lease and shall be and remain liable jointly and severally
with Tenant for all payments and for the due performance of all terms,
covenants, conditions and provisions herein contained on Tenant's part to be
observed and performed. No assignment shall be binding upon Landlord unless the
assignee shall deliver to Landlord an instrument in recordable form containing a
covenant of assumption by the assignee. The failure or refusal of assignee to
execute the same shall not release an assignee from its liability as set forth
herein.

12.9 Rental Basis. All the foregoing notwithstanding, Tenant shall not enter
into any lease, sublease, license, concession or other agreement for the use,
occupancy or utilization of the Premises or any portion thereof which provides
for a rental or other payment for such use, occupancy or utilization based in
whole or in part on the income or profits derived by any person from the
property leased, used, occupied or utilized (other than an amount based on a
fixed percentage or percentages of receipts or sales). Any such purported lease,
sublease, license, concession or other agreement shall be absolutely void and
ineffective as a conveyance of any right or interest in the possession, use or
occupancy of any part of the Premises.

12.10 Future Compliance. Any consent by Landlord hereunder shall not constitute
a waiver of strict future compliance by Tenant of the provisions of this Section
12 or a release of Tenant from the full performance by Tenant of any of the
terms, covenants, provisions, or conditions in this Lease contained.

13. Fire or Other Casualty.

13.1 Subject to the rights of termination set forth below, in the event of
damage to the Premises by fire or other casualty not caused by the gross
negligence or willful misconduct of Tenant, Landlord shall at its expense cause
the damage to the Premises, exclusive of the Tenant Work and other improvements
made by or for Tenant or any prior tenant, to be repaired to a condition as
nearly as practicable to that which existed immediately prior to the casualty,
with reasonable promptness and diligence. Notwithstanding the foregoing,
Landlord's obligation to repair casualty damage shall be limited to Landlord's
expenditure of the net proceeds of insurance recovered for the casualty damage,
and shall be subject to zoning and building laws or ordinances then in
existence. For purposes hereof, the term "net proceeds of insurance recovered"
refers to the gross amount of insurance proceeds actually made available to
Landlord (and not retained by any ground lessor or mortgagee of the Property)
less the reasonable expenses of Landlord incurred in connection with the
collection of such proceeds, including, without limitation, fees and expenses
for legal and appraisal services. Landlord shall not, however, be obligated to
repair, restore or rebuild any of Tenant's personal property (including all
furniture, trade fixtures and equipment), or any alterations or additions within
the Premises made by or for Tenant or any prior tenant, excepting the Tenant
Work in place or completed by Landlord in accordance with Section 7 hereof,
which shall be restored by Landlord (collectively, "Tenant's Property").

13.2 In the event of casualty damage to the Premises, as part of Landlord's
repair obligation Landlord shall first remove all debris from the Premises and
dispose thereof. As used herein, "debris" means all material of every kind and
nature contained within the Premises which has been damaged or destroyed by the
casualty to such an extent that it retains little or no salvage value and is
intended to be disposed of. Prior to commencement of debris removal, Landlord
shall afford Tenant an opportunity, upon five (5) business days advance notice
from

<PAGE>

Landlord, for Tenant's designated representative to tour the Premises with
Landlord's representative in order to designate any of Tenant's Property which
Tenant desires to salvage. If Tenant's representative fails to participate in
such tour following such advance notice from Landlord, Tenant shall be deemed to
have waived all right to salvage any of Tenant's Property in the Premises and
Landlord may freely dispose of same as debris. If Tenant's representative tours
the Premises, then (i) Landlord may freely dispose of all Tenant's Property not
designated for salvage as debris, and (ii) Tenant shall cause all of Tenant's
Property designated for salvage to be removed from the Building promptly and
diligently, in accordance with the terms and conditions set forth in Section
13.3 below, at Tenant's expense. In the event that any portions of the Tenant
Work, or other tenant improvements within the Premises not constituting
personalty, are not damaged and are desired by Tenant to be retained in place
rather than removed as aforesaid, Landlord shall nonetheless be entitled to
require Tenant to elect either to remove same for salvage or to declare same to
be debris (and Tenant's failure to elect to remove same for salvage shall
constitute Tenant's election to declare same to be debris), if Landlord
determines that such elements must be removed in order for Landlord to
efficiently prosecute Landlord's repair of the Premises or the Building.
Landlord may make such determination at any time during or after the tour of the
Premises with Tenant's representative and, if after, Landlord shall give Tenant
written notice of such determination and Tenant shall have three (3) business
days within which to make such election (failure of Tenant to timely respond
being deemed an election to declare such elements to be debris). All costs
incurred by Landlord in removing and disposing of Tenant's Property designated
or deemed to be debris pursuant to the terms of this Section 13.2 shall be
reimbursed to Landlord by Tenant within thirty (30) days following Tenant's
receipt of a bill therefor, as additional Rent (nothing contained herein shall
preclude Tenant from seeking reimbursement of such costs from Tenant's property
insurer which provides coverage of the Premises and Tenant's Property). The
obligation of Tenant to reimburse Landlord for the costs of debris removal in
accordance with this Section 13.2 shall survive any termination of this Lease as
a result of a casualty, notwithstanding any other provision of this Article.

13.3 Any of Tenant's Property elected to be salvaged by Tenant pursuant to the
terms of 13.2 above shall be removed from the Premises in accordance with the
following terms and conditions: (i) Tenant shall comply with all applicable laws
and regulations in performing such removal, and shall obtain any and all permits
and governmental consents respecting same; (ii) all provisions of this Lease,
including without limitation the release, indemnity and insurance provisions
hereof, shall be fully applicable to Tenant's entry upon the Building and the
Premises, regardless of whether this Lease has been terminated pursuant to any
termination right contained in this Article; (iii) Tenant's employees and
contractors shall be subject to Landlord's supervision and scheduling so as not
to interfere with or delay Landlord's performance of its repair and restoration
work in the Premises and the Building (but such supervision and scheduling shall
not be construed to impose liability upon Landlord for any acts or omissions of
Tenant's employees or contractors in performing such work, all of which shall be
solely Tenant's responsibility); (iv) Tenant shall employ only contractors
approved in advance by Landlord, which approval shall not be unreasonably
withheld so long as Landlord determines that a proposed contractor (x) will
maintain all types and coverages of insurance, including without limitation
coverage amounts and parties named as additional insureds, reasonably deemed
appropriate by Landlord under the circumstances, and (y) will not disturb
harmonious labor relations in or about the Building; (v) Tenant and its
employees and contractors shall obey all reasonable rules and regulations
promulgated by Landlord respecting entry into the Building and removal of
Tenant's Property therefrom; and (vi) if Landlord determines that there is
present in the Building, in the Premises, or upon the articles of Tenant's
Property which Tenant desires to salvage, any substances generated or dispersed
as a result of the casualty, regardless of the source thereof, which are
generally recognized to be hazardous to persons or to the environment, including
without limitation any toxic substances regulated by law and any microbial
contamination deemed hazardous to health ("Contaminants"), Landlord may
condition Tenant's entry into the Building and the removal of Tenant's Property
upon Tenant's prior execution and delivery to Landlord of an agreement releasing
Landlord from and indemnifying Landlord against any and all liability resulting
from or arising out of the exposure of Tenant's employees, agents or contractors
to Contaminants while within the Building, or the exposure of any individual to
Contaminants by virtue of exposure to the salvaged items of Tenant's Property
following the removal thereof from the Building, or the improper release or
disposal of Contaminants in the course of Tenant's cleaning or disposal of the
salvaged Tenant's Property following removal, which release and indemnity
agreement shall be in form acceptable to Landlord in every respect.

13.4 Following completion of Landlord's repairs and restoration within the
Premises pursuant to Section 13.1

<PAGE>

above, Tenant shall promptly thereafter, at its own cost and with due diligence,
repair and restore all improvements to the Premises made by or for Tenant or any
prior tenant (excepting the Tenant Work in place or completed by Landlord in
accordance with Section 7 hereof, which shall be restored by Landlord) at least
to the extent of the value and as nearly as possible to the character of the
property involved as it was immediately before the loss. To the extent the
Premises are rendered untenantable by a casualty not caused by the willful
misconduct of Tenant, the monthly payments owing under this Lease on account of
Minimum Rent, Real Estate Taxes and Operating Expenses shall proportionately
abate from the date of the casualty until the first to occur of (a) thirty (30)
days after Landlord has tendered to Tenant the damaged portion of the Premises,
restored by Landlord to the extent required hereunder, or (b) Tenant's resumed
occupancy of the Premises.

13.5 In the event the casualty damage shall involve the Building generally and
shall be so extensive that Landlord decides not to repair or rebuild the
Building, or if available insurance proceeds for the Building are insufficient
to repair or rebuild the damage, or if any mortgagee shall not permit the
application of adequate insurance proceeds for repair or restoration, or if the
casualty to the Building shall not be of a type insured against under standard
fire policies with extended type coverage, this Lease shall, at the option of
Landlord, exercisable by written notice to Tenant given within ninety (90) days
after Landlord is notified of the extent of the casualty and the amount of
insurance proceeds available for restoration, be terminated as of a date
specified in such notice (which shall not be more than sixty (60) days
thereafter) and the Minimum Rent and Additional Rent (taking into account any
abatement as aforesaid) shall be adjusted proportionately as of the date of the
termination and Tenant shall thereupon promptly vacate the Premises.
Furthermore, if the damage to the Premises by fire or other casualty not caused
by the gross negligence or willful misconduct of Tenant renders more than fifty
percent (50%) of the Premises untenantable and the completion of the repairs to
the Premises which Landlord is required to perform hereunder will require a
period of in excess of two hundred forty (240) days following the commencement
of construction (as reasonably estimated by Landlord or its experts, of which
Tenant shall receive notice within ninety (90) days after Landlord is notified
of the extent of the casualty and the amount of insurance proceeds available for
restoration) or said casualty occurs in the last 12 months of the Term and
renders a material portion of the Premises untenantable, then either Landlord or
Tenant may terminate this Lease by written notice given to Landlord within
thirty (30) days after Landlord's notice to Tenant thereof (such termination to
occur as of a date specified in such notice which shall not be more than sixty
(60) days thereafter), and Minimum Rent and Additional Rent (taking into account
any abatement as aforesaid) shall be adjusted proportionately from the date of
the termination.

13.6 Promptly following the occurrence of any casualty damage to the Premises,
and within five (5) days following Landlord's written request, Tenant shall
tender to Landlord true, correct and complete copies of all policies of casualty
and liability insurance which Tenant is obligated to maintain under the terms of
this Lease. In connection with Landlord's removal of debris from the Premises,
Landlord shall be entitled to coordinate with Tenant's casualty insurer to
obtain coverage for such removal to the extent the debris constitutes
improvements or personal property which are required to be insured by Tenant
under this Lease, but such coordination shall not be deemed or construed to
excuse Tenant from its obligation to reimburse Landlord for debris removal
pursuant to Section 13.2 above.

13.7 Tenant agrees that Landlord's obligation to restore, and the rental
abatement provided in this Article, shall be Tenant's sole recourse against
Landlord in the event of casualty damage to the Premises, and Tenant waives any
other rights Tenant may have under any applicable law to terminate this Lease or
seek damages against Landlord by reason of casualty damage to the Premises or
the Building. This Article represents the entire agreement between the parties
respecting casualty damage to the Premises or the Building.

14. Release and Indemnity.

14.1 Release. Tenant agrees that Landlord, Manager and their respective agents,
employees, officers, directors, shareholders and partners shall not be liable to
Tenant and Tenant hereby releases said parties from any liability, for any
personal injury, loss of income or damage to or loss of persons or property, or
loss of use of any property, in or about the Premises or Property from any cause
whatsoever unless such damage, loss or injury results from the negligence of
Landlord, its officers, employees or agents. Landlord, Manager and their
respective agents, employees, officers, directors and partners shall not be
liable to Tenant for any such damage or loss, whether or not such damage or loss
so results from such negligence, to the extent Tenant is

<PAGE>

compensated therefor by Tenant's insurance. The release contained in this
Section 14.1 shall apply, by way of example and not limitation, to damage, loss
or injury resulting directly or indirectly from any existing or future
condition, matter or thing in the Premises, the Building or any part thereof, or
from equipment or appurtenances becoming out of repair, or from accident, or
from the flooding of basements or other subsurface areas or from refrigerators,
sprinkling devices, air-conditioning apparatus, water, snow, frost, steam,
excessive heat or cold, falling plaster, broken glass, sewage, gas, odors, or
noise, or the bursting or leaking of pipes or plumbing fixtures, and shall apply
equally whether any such damage, loss or injury results from the act or omission
of other tenants or occupants in the Building or any other persons, and whether
such damage be caused by or result from any thing or circumstance, whether of a
like or wholly different nature.

14.2 Indemnity. Subject to the release contained in Section 15.10 below, Tenant
shall defend, indemnify, save and hold harmless ("Indemnify") Landlord, Manager
and their respective agents, employees, officers, directors, shareholders, and
partners from and against all liabilities, obligations, damages, penalties,
claims, causes of action, costs, charges and expenses, including reasonable
attorneys' fees, court costs, administrative costs, and costs of appeals which
may be imposed upon or incurred by or asserted by reason of any of the following
which shall occur during the Term of this Lease, or during any period of time
prior to the Lease Commencement Date when Tenant may have been given access to
or possession of all or any portion of the Premises: (1) any work or act done
in, on or about the Premises or the Building or any part thereof at the
direction of or caused by Tenant, its agents, contractors, subcontractors,
servants, employees, licensees or invitees; (2) any negligence or other wrongful
act or omission on the part of Tenant or any of its agents, contractors,
subcontractors, servants, employees, subtenants, licensees or invitees; (3) any
accident, injury or damage to any persons or property occurring in, on or about
the Premises or any part thereof, unless caused by the negligence of Landlord,
its employees or agents; and (4) any failure on the part of Tenant to perform or
comply with any of the covenants, agreements, terms, provisions, conditions or
limitations contained in this Lease on its part to be performed or complied
with. The obligation of Tenant to Indemnify contained in this Section 14.2 shall
not be limited by any limitation on the amount or type of damages, compensation
or benefits payable by or for Tenant, its agents or contractors under workers'
or workman's compensation acts, disability benefit acts or other employee
benefits acts, or under any other insurance coverage Tenant may obtain.

15. Insurance.

15.1 Insurance Coverage. Tenant, at its expense, shall maintain during the Term
comprehensive general liability insurance, and property damage insurance under
policies issued by insurers of recognized responsibility having a combined
single limit for any one (1) occurrence of not less than Three Million Dollars
($3,000,000.00) for personal injury, bodily injury, death, disease and damage or
injury to or destruction of property (including the loss of use thereof)
occurring upon, in, or about the Premises and for: products liability; liability
relating to the sale or distribution of food and/or alcoholic beverages in the
Premises; punitive damages awarded by virtue of the conduct of the Tenant (to
the full extent insurable and reasonably available); and contractual liability
assumed under this Lease. Tenant shall also maintain such other insurance in
form and amount as Landlord may reasonably require.

15.2 Improvements Coverage. Tenant agrees to carry all risk property insurance
on a repair and replacement basis and in form and amount satisfactory to
Landlord on all improvements to the Premises made at Tenant's expense, including
improvements then under construction (including without limitation Builder's
Risk coverage during construction of any such alterations). Tenant also agrees
to carry such all risk insurance in form and amount satisfactory to Landlord on
Tenant's fixtures, furnishings, wall coverings, carpeting, drapes, equipment and
all other items of personal property of Tenant located on or within the
Premises, except those items installed as part of the Tenant Work. Tenant agrees
that both Landlord and Landlord's secured lenders shall be named as additional
insured under all such policies.

15.3 Worker's Compensation and Employer's Liability Insurance. Tenant shall
carry worker's compensation insurance containing statutory limits covering
Tenant's employees and business operations in the Premises, as well as
employer's liability insurance providing coverage of not less than one million
dollars ($1,000,000). Tenant shall submit to Landlord evidence of such coverage
satisfactory to Landlord.

15.4 [Intentionally omitted.]

<PAGE>

15.5 Form of Insurance. All insurance policies obtained by Tenant pursuant to
this Section 15 shall be issued by companies with a rating of not less than "A"
and of not less than "Class XIII" in financial size as rated in the most current
available "Best's" Insurance Reports and which are qualified to do business in
the State of Pennsylvania. Such policies (exclusive of the worker's compensation
policy) shall name Landlord, Manager and such other parties as Landlord shall
specify as additional insured and shall further specify (a) that Landlord shall
receive thirty (30) days prior written notice of any proposed cancellation, or
non-renewal of any such policy, and (b) that the insurer shall reasonably
endeavor to give Landlord thirty (30) days prior written notice of any material
change in any such policy. Originals, certified policy copies or certificates,
as Landlord shall elect, of all policies of insurance obtained by Tenant shall
be provided to Landlord.

15.6 Insurance Violations. Tenant will not do, fail to do, suffer to be done, or
keep or suffer to be kept anything in, upon or about the Premises which will
violate the provisions of Landlord's policies insuring against loss or damage by
fire or other hazards (including, but not limited to, public liability) or which
would adversely affect Landlord's fire or liability insurance premium rating or
which would increase premiums being paid by Landlord for any such coverage, or
which would prevent Landlord from procuring such policies from companies
acceptable to Landlord. If anything is done, omitted to be done or suffered to
be done by Tenant, or kept or suffered to be kept in, upon or about the Premises
which shall, by itself or in combination with other circumstances existing at
the Property, cause the premium rate of fire or other insurance on the Premises
or other property in the Building, with companies acceptable to Landlord, to be
increased beyond the established rate fixed by the appropriate underwriters from
time to time applicable to the Premises for use for the purpose permitted under
this Lease, Tenant shall pay the amount of such increase. Tenant's payment of
the amount of such increase shall not preclude or limit Landlord's ability to
exercise its remedies under this Lease for a violation of Tenant's obligations
set forth in the first sentence of this Section 15.6.

15.7 "Claims Made" Policies. Tenant shall not obtain any insurance through
policies written on a "claims made" basis without Landlord's prior express
written consent, which consent may be conditioned upon any requirements which
Landlord may impose. In all events, should Landlord consent to such a policy,
then the policy shall satisfy all of the following requirements: (1) the policy
retroactive date shall coincide with or precede the Tenant's occupancy or use of
any portion of the Property; and (2) the Tenant shall maintain such policy for
at least three (3) years following the termination or expiration of the Lease
(whichever is later); and (3) if such insurance is terminated for any reason,
Tenant shall purchase an extended reporting provision of at least three (3)
years duration to report claims arising from the Lease or Tenant's occupancy;
and (4) the policy shall allow for the report of circumstances or incidents
which might give rise to future claims.

15.8 Flammable Material. No flammable or combustible material shall be kept by
Tenant in or upon the Premises and no explosive material, high pressure steam
generating equipment or similarly hazardous material or equipment shall be kept
at the Premises.

15.9 Landlord Purchase. At Landlord's option, Landlord may elect to obtain for
itself any or all of the forms of insurance required to be obtained by Tenant
pursuant to this Section if Tenant fails to procure same. In the event Landlord
shall so elect, Tenant shall reimburse Landlord upon demand for the cost of all
insurance so obtained by Landlord.

15.10 Waiver of Subrogation. Landlord and Tenant hereby release each other from
any and all liability or responsibility to each other or anyone claiming through
or under them by way of subrogation or otherwise for any loss or damage to
property covered by any fire and extended coverage insurance then in force, even
if such fire or other casualty shall have been caused by the fault or negligence
of the other party, or anyone for whom such party may be responsible. Landlord
and Tenant shall each cause their respective insurers to include such a
provision in their respective policies. During any period while the foregoing
waivers of right of recovery are in effect, the party hereto as to whom such
waivers are in effect shall look solely to the proceeds of such policies to
compensate itself for any loss occasioned by fire or other casualty which the
party suffering such loss is required to insure against pursuant to the terms of
this Lease.

15.11 Landlord's Insurance. During the Term, Landlord covenants and agrees to
maintain in effect the following types of insurance, all of which shall be in
amounts which are commercially reasonable in light of the types and

<PAGE>

amounts of insurance customarily maintained at any given time by the owners of
comparable office buildings in center city Philadelphia: (a) Commercial general
liability insurance relating to the Building and the common areas thereof having
a combined single limit of at least $3,000,000.00; (b) all risk fire and
extended coverage insurance in an amount equal to the full replacement value of
the Building (exclusive of foundations, footings and site improvements); (c)
boiler and machinery insurance coverage (if necessary); and (d) such insurance
as Landlord's mortgagee(s) may from time to time require.

16. Eminent Domain.

16.1 Total or Partial Taking. In the event of exercise of the power of eminent
domain whereby: (1) such portion of the Property is taken that access to the
Premises is permanently impaired thereby and reasonable alternate access is not
provided by Landlord within a time period which is reasonable under the
circumstances; or (2) all or substantially all of the Premises or the Property
is taken; or (3) less than substantially all of the Property is taken but
Landlord, acting in good faith, determines that it is economically unfeasible to
continue to operate the uncondemned portion of the Building as a first-class
office building; or (4) less than substantially all of the Premises is taken,
but Tenant, acting in good faith, determines that because of such taking it is
economically unfeasible to continue to conduct its business in the uncondemned
portion of the Premises, then in the case of (1) or (2), either party, and in
the case of (3), Landlord, and in the case of (4), Tenant, shall have the right
to terminate this Lease as of the date when possession of that part which was
taken is required to be delivered or surrendered to the condemning authority;
and in such case all Minimum Rent and other charges shall be adjusted to the
date of termination. A "taking" as such term, is used in this Section 16 shall
include a transfer of title or of any interest in the Property by deed or other
instrument in settlement of or in lieu of transfer by operation of law incident
to condemnation proceedings.

16.2 Temporary Taking. Notwithstanding anything hereinabove provided, in the
event of a taking of only the right to or for possession of the Premises for a
fixed period of time or for the duration of an emergency or other temporary
condition, then this Lease shall continue in full force and effect without any
abatement of Minimum Rent or Additional Rent, but the amounts payable by the
condemnor with respect to any period of time prior to the expiration or sooner
termination of this Lease shall be paid by the condemnor to Landlord and the
condemnor shall be considered a subtenant of Tenant. If the amounts payable
hereunder by the condemnor are paid in monthly installments, Landlord shall
apply the amount of such installments, or as much thereof as may be necessary
for the purpose, toward the amount of Minimum Rent and/or Additional Rent due
from Tenant for the period, and Tenant shall pay to Landlord any deficiency
between the monthly amount thus paid by the condemnor and the amount due from
Tenant. The above notwithstanding, if any such temporary taking shall continue
for a period in excess of 180 days, Tenant shall have the right to terminate
this Lease upon 10 days written notice to Landlord.

16.3 Tenant's Waiver. Regardless of whether this Lease shall terminate, Tenant
shall have no right to participate or share in any condemnation claim, damage
award or settlement in lieu thereof with respect to any taking of any nature;
provided, however, that Tenant shall not be precluded from independently, in an
action separate from any which Landlord may bring, claiming or receiving payment
for Tenant's relocation and moving expenses as may be permitted under applicable
law, so long as the amount of same does not reduce the award which Landlord is
entitled to receive.

17. Default and Remedies.

17.1 Defaults. The occurrence of any one or more of the following shall
constitute an "Event of Default" under this Lease:

17.1.1 Tenant does not pay in full when due any installment of Rent or any other
charge or payment whether or not herein included as Rent, and such failure to
pay is not cured within three (3) business days following Tenant's receipt of
notice from Landlord thereof; provided, however, that Landlord shall only be
obligated to give Tenant notice of failure to pay Rent two (2) times during any
period of twelve (12) consecutive calendar months. Thereafter, for the duration
of such twelve (12) calendar month period, Tenant shall be in default
immediately upon Tenant's failure to pay in full, when due, any installment or
payment of Rent, without benefit of such notice and grace period.

<PAGE>

17.1.2 Tenant violates or fails to perform or otherwise breaks any covenant,
agreement or condition contained in this Lease, other than those specifically
addressed elsewhere in this Section 17.1, or any other obligation of Tenant to
Landlord, and such violation or failure continues uncured for thirty (30) days
after receipt of notice thereof from Landlord, provided that if such violation
or failure is not susceptible of being cured or corrected within the aforesaid
thirty (30) day period, then if Tenant shall have commenced such cure within the
aforesaid thirty (30) day period and diligently and continuously prosecutes same
to completion, Tenant shall have such additional time (not to exceed sixty (60)
days in the aggregate) as Tenant may reasonably require to complete such cure,
unless Landlord reasonably determines that such additional time would materially
jeopardize the Premises, the Property or any tenants of the Building, in which
event Landlord may require Tenant to complete such cure within the aforesaid
thirty (30) day period.

17.1.3 Tenant does not maintain in full force and effect throughout the Term all
insurance which Tenant is required to maintain under Section 15 of this Lease,
in the form required under said Section 15.

17.1.4 Tenant does not occupy the Premises within thirty (30) days after the
Lease Commencement Date.

17.1.5 Tenant removes or attempts to remove Tenant's property from the Premises
other than in the ordinary course of business or upon termination of this Lease,
without having first paid to Landlord in full all Rent and any other charges
that may have become due; provided however, that so long as Tenant is current in
its obligations to pay Rent and other charges that may be due, such removal or
attempt to remove shall not constitute an Event of Default.

17.1.6 Tenant fails to deliver a requested estoppel statement within the time
period required pursuant to Section 26 below, and such failure is not cured
within three (3) calendar days following receipt of written notice thereof from
Landlord.

17.1.7 Tenant makes an assignment of its rights under this Lease or enters into
any sublease (or purports to do so) in violation of the terms of Section 12,
above.

17.1.8 Tenant or any guarantor of Tenant hereunder becomes the subject of
commencement of an involuntary case under the federal bankruptcy law as now or
hereafter constituted, or there is filed a petition against Tenant or any
guarantor of Tenant hereunder seeking reorganization, arrangement, adjustment or
composition of or in respect of Tenant or any guarantor of Tenant hereunder
under the federal bankruptcy law as now or hereafter constituted, or under any
other applicable federal or state bankruptcy, insolvency, reorganization or
other similar law, or seeking the appointment of a receiver, liquidator or
assignee, custodian, trustee, sequestrator (or similar official) of Tenant or
any guarantor of Tenant hereunder or any substantial part of the property of
either Tenant or any guarantor of Tenant hereunder, or seeking the winding-up or
liquidation of its affairs and such involuntary case or petition is not stayed
or dismissed within sixty (60) days after the filing thereof, or if Tenant or
any guarantor of Tenant hereunder commences a voluntary case or institutes
proceedings to be adjudicated a bankrupt or insolvent, or consents to the
institution of bankruptcy or insolvency proceedings against it, under the
federal bankruptcy laws as now or hereafter constituted, or any other applicable
federal or state bankruptcy, reorganization or insolvency or other similar law,
or consents to the appointment of or taking possession by a receiver or
liquidator or assignee, trustee, custodian, sequestrator (or other similar
official) of Tenant or any guarantor of Tenant hereunder or of any substantial
part of its property, or makes any assignment for the benefit of creditors, or
admits in writing its inability to pay its debts generally as they become due,
or fails to generally pay its debts as they become due, or if Tenant or any
guarantor of Tenant hereunder takes any action in contemplation of any of the
foregoing.

17.1.9 Any material misrepresentation by Tenant in this Lease, or material
misrepresentation or omission in any financial statements or other materials
provided by Tenant or any guarantor in connection with negotiating or entering
this Lease or in connection with any sublease, assignment or Pledge under
Section 12.

17.1.10 Cancellation of any guaranty of this Lease by a guarantor.

<PAGE>

17.1.11 Failure by Tenant to cure within any applicable times permitted
thereunder any default under any other lease of space at the Building or at any
other buildings owned or managed by Landlord or its affiliates, now or hereafter
entered by Tenant (and any Event of Default hereunder not cured within the times
permitted for cure herein shall, at Landlord's election, constitute a default
under any such other lease or leases).

17.1.12 Failure by Tenant to comply with the same term or condition of this
Lease on three occasions during any twelve month period shall cause any failure
to comply with such term or condition during the succeeding twelve month period,
at Landlord's option, to constitute an incurable Event of Default, if Landlord
has given Tenant notice of each such prior failure within thirty (30) days after
each such failure occurred. The notice and cure periods provided herein are in
lieu of, and not in addition to, any notice and cure periods provided by law.

17.2 Landlord's Remedies. Upon the occurrence of an Event of Default, and at the
sole option of Landlord, in addition to all remedies Landlord may have at law or
in equity,

17.2.1 Tenant shall be and remain liable to Landlord for damages computed in
accordance with Section 17.3, below, and/or

17.2.2 the term of this Lease shall terminate and become absolutely void,
without notice and without any right on the part of Tenant to save the
forfeiture by payment of any sum due or by other performance of any condition,
term, agreement or covenant broken, and/or

17.2.3 upon the occurrence of any Event of Default, and also when the Term
hereby created shall have expired, upon at least ten (10) days prior written
notice to Tenant accompanied by a copy of the pleadings intended to be filed,
any prothonotary or any attorney of any court of record is hereby irrevocably
authorized and empowered to appear for Tenant, without liability to Tenant, in
any action to confess judgment in ejectment in any competent court against
Tenant and all persons claiming by, through or under Tenant for the recovery by
Landlord of possession of the Premises, for which this Lease shall be his
sufficient warrant; whereupon, if Landlord so desires, a writ of possession with
clauses for costs may issue forthwith with or without any prior writ or
proceeding whatsoever. Such authority shall not be exhausted by any one or more
exercises thereof, but judgment may be confessed from time to time as often as
any Event of Default shall have occurred or be continuing. Such powers may be
exercised during as well as after the expiration or termination of the Term,
and/or

17.2.4 [Intentionally omitted.]

17.2.5 in any confession of judgment against Tenant hereunder, Landlord shall
cause to be filed in such action an affidavit setting forth the facts necessary
to authorize the entry of judgment and if a true copy of this Lease (and of the
truth of the copy, such affidavit shall be sufficient proof) be filed in such
action, it shall not be necessary to file the original as a warrant of attorney,
notwithstanding any law, rule of court, custom or practice to the contrary.
Tenant releases to Landlord, and to any and all attorneys who may appear for
Tenant, all procedural errors in any proceedings taken by Landlord, whether by
virtue of the powers of attorney contained in this Lease or not, and all
liability therefor. Tenant expressly waives the benefits of all laws, now or
hereafter in force, exempting any property within the Premises or elsewhere from
distraint, levy or sale. Tenant further waives the right to any notice to remove
as may be specified in the Pennsylvania Landlord and Tenant Act of April 6,
1951, as amended, or any similar or successor provision of law, and agrees that
five (5) days notice shall be sufficient in any case where a longer period may
be statutorily specified, and/or

17.2.6 after re-entry or retaking or recovering of the Premises, whether by way
of termination of this Lease or not, Landlord may, in Landlord's sole
discretion, lease the Premises or any part or parts thereof to such person or
persons and upon such terms as may in Landlord's discretion seem best for a term
within or beyond the term of this Lease, and Tenant shall be liable for any loss
of Rent for the balance of the term and any renewal or extension for which
Tenant has become bound plus the costs and expenses of reletting and of making
repairs and alterations to the Premises. Further, Tenant, for itself and its
successors and assigns, hereby irrevocably constitutes and appoints Landlord as
Tenant's agent to collect the rents due and to become due from all subleases and
apply the same to the Rent due hereunder without in any way affecting Tenant's
obligation to pay any unpaid balance of Rent due or to become due hereunder,
and/or

<PAGE>

17.2.7 Landlord may (but shall not be obligated to do so), in addition to any
other rights it may have in law or equity, cure such default on behalf of
Tenant, and Tenant shall reimburse Landlord upon demand for all costs incurred
by Landlord in curing such default, including, without limitation, reasonable
attorneys' fees and other legal expenses, together with interest thereon at the
Lease Interest Rate, which costs and interest thereon shall be deemed Additional
Rent hereunder.

17.3 Damages.

17.3.1 Without Termination. If Landlord shall not elect to terminate this Lease
pursuant to Section 17.2.2 above, notwithstanding reentry upon the Premises by
Landlord and in addition to and without limiting Landlord's right to other
damages, upon the occurrence of an Event of Default Tenant shall be and remain
liable to Landlord in an amount computed as follows: (a) an amount equal to the
sum of all Rent then in arrears plus the aggregate of all Rent which is payable
under this Lease for the balance of the Term, computed as if no Event of Default
had occurred and any reentry had not been made (including, without limitation,
Tenant's Tax Share of Real Estate Taxes and Tenant's Expense Share of Operating
Expenses which would be owing for the remainder of the Term, as reasonably
estimated by Landlord); plus (b) all costs and expenses incurred by Landlord in
connection with the Event of Default and any reletting of the Premises,
including, without limitation, (i) costs of reentry, repair and renovation, (ii)
the value of all inducements granted or paid to new tenants of the Premises in
connection with reletting including, without limitation, construction allowances
and the value of rent-free periods, (iii) brokers' commissions and advertising
expenses, (iv) watchman's wages and any sheriff's, marshall's, constable's or
other officials' commissions, whether chargeable to Landlord or Tenant, and (v)
attorneys' fees, costs and expenses; plus (c) interest accrued on the aggregate
of the aforesaid sums from the date each was payable (or, with respect to sums
owing under clause (b) from the date each was incurred by Landlord) until paid
by Tenant (whether before or after judgment) at the Lease Interest Rate; which
sum shall be credited with (d) all rentals actually received by Landlord during
the remainder of the Term from any replacement Tenant to which the Premises are
relet.

17.3.2 Liquidated Damages Upon Termination. In the event Landlord elects to
terminate this Lease pursuant to Section 17.2.2 above, Tenant shall pay to
Landlord all Rent accrued and in arrears through the date of termination, plus
liquidated damages equal to the aggregate of (a) the unamortized portion of any
Construction Allowance paid by Landlord under Section 7, above, as of the date
of termination, assuming that the Construction Allowance were amortized on a
straight line basis over the entire Term at a fixed interest rate of twelve
percent (12%) per annum, and (b) twenty-five percent (25%) of the balance of the
Minimum Rent and monthly payments owing with respect to Tenant's Tax Share of
Real Estate Taxes and Tenant's Expense Share of Operating Expenses from the date
of said termination to the end of the Term of this Lease (if the same had not
been terminated), to be computed as follows: (i) Minimum Rent for the remainder
of the Term shall be based on the rate or rates of Minimum Rent set forth in
this Lease for the remainder of the Term at the time of said termination; and
(ii) Tenant's Tax Share of Real Estate Taxes and Tenant's Operating Share of
Operating Expenses for the unexpired portion of the Term shall be computed as
equal to the Tenant's Tax Share of Real Estate Taxes and Tenant's Expense Share
of Operating Expenses charged to Tenant for the last full calendar year
immediately preceding the Event of Default. In the event any judgment has been
entered against Tenant for any amount in excess of the total amount required to
be paid by Tenant to Landlord hereunder, then the damages assessed under said
judgment shall be reassessed and a credit granted to the extent of such excess.
Landlord and Tenant have agreed to the liquidated damages herein set forth in
order to avoid extended litigation following an Event of Default by Tenant and
termination of this Lease, recognizing that Landlord's actual damages in such
event are not susceptible of precise calculation and acknowledging that the
liquidated damages herein set forth constitute fair and equitable compensation
to Landlord in such event.

17.4 Remedies Cumulative. All remedies available to Landlord hereunder and at
law and in equity shall be cumulative and concurrent. No termination of this
Lease nor taking or recovering possession of the Premises shall deprive Landlord
of any remedies or actions against Tenant for Rent, for charges or for damages
for the breach of any covenant, agreement or condition herein contained, nor
shall the bringing of any such action for Rent, charges or breach of covenant,
agreement or condition, nor the resort to any other remedy or right for the
recovery of Rent, charges or damages for such breach be construed as a waiver or
release of the right to insist upon the forfeiture and to obtain possession. No
re-entering or taking possession of the Premises, or making of

<PAGE>

repairs, alterations or improvements thereto, or reletting thereof, shall be
construed as an election on the part of Landlord to terminate this Lease unless
written notice of such election be given by Landlord to Tenant. The failure of
Landlord to insist upon strict and/or prompt performance of the terms,
agreements, covenants and conditions of this Lease or any of them, and/or the
acceptance of such performance thereafter shall not constitute or be construed
as a waiver of Landlord's right to thereafter enforce the same strictly
according to the terms thereof in the event of a continuing or subsequent
default.

17.5 Expenses of Enforcement. In the event of any litigation between Landlord
and Tenant, the prevailing party shall be entitled to receive from the other the
amount of its reasonable out-of-pocket legal fees and out-of-pocket expenses of
counsel incurred in connection therewith.

17.6 Nonwaiver. Any failure of Landlord to enforce any remedy allowed for the
violation of any provision of this Lease shall not imply the waiver of any such
provision, even if such violation is continued or repeated, and no express
waiver shall affect any provision other than the one(s) specified in such waiver
and only for the time and in the manner specifically stated. No receipt of
monies by Landlord from Tenant after the termination of this Lease shall in any
way (i) alter the length of the Term or of Tenant's right of possession
hereunder, or (ii) after the giving of any notice, reinstate, continue or extend
the Term or affect any notice given to Tenant prior to the receipt of such
moneys, it being agreed that after the service of notice or the commencement of
a suit or after final judgment for possession of the Premises, Landlord may
receive and collect any Rent due, and the payment of said Rent shall not waive
or affect said notice, suit or judgment.

18. Subordination.

18.1 Generally. This Lease is and shall be subject and subordinate to all ground
or underlying leases of the Property and to all mortgages which may now or
hereafter be secured upon such leases or the Property and to any and all
renewals, modifications, consolidations, replacements and extensions thereof.
This Section shall be self-operative and no further instrument of subordination
shall be required by any lessor or mortgagee, but in confirmation of such
subordination, Tenant shall execute, within fifteen (15) days after being so
requested, any certificate that Landlord may reasonably require acknowledging
such subordination. Notwithstanding the foregoing, a party holding a lien, right
or estate to which this Lease is subordinate shall have the right to recognize
and preserve this Lease in the event of any foreclosure sale or possessory
action and in such case this Lease shall continue in full force and effect and
Tenant shall attorn to such party and shall execute, acknowledge and deliver any
instrument that has for its purpose and effect the confirmation of such
attornment. If Landlord shall so request, Tenant shall send to any mortgagee or
ground lessor of the Property designated by Landlord, a copy of any notice
thereafter given by Tenant to Landlord alleging a material breach by Landlord of
its obligations under this Lease.

18.2 Rights of Mortgagee. In the event of any act or omission of Landlord which
would give Tenant the right, immediately or after lapse of a period of time, to
cancel or terminate this Lease, or to claim a partial or total eviction, Tenant
shall not exercise such right: (1) until it has given written notice of such act
or omission to the holder of each such mortgage or ground lease whose name and
address shall previously have been furnished to Tenant in writing; and (2) until
a reasonable period for remedying such act or omission shall have elapsed
following the giving of such notice (which reasonable period shall in no event
be less than the period to which Landlord would be entitled under this Lease or
otherwise, after similar notice, to effect such remedy).

19. Holding Over.

Should Tenant continue to occupy the Premises after expiration of the term of
this Lease or any renewal or renewals thereof, or after a forfeiture incurred,
such tenancy shall (without limiting any of Landlord's rights or remedies
concerning an Event of Default) be one at sufferance from month to month at a
minimum monthly rent equal to 150% the total of the Rent payable for the last
month of the term of this Lease prior to the holdover and, in addition thereto,
Tenant shall pay to Landlord an amount equal to all damages, consequential as
well as direct, sustained by reason of Tenant's retention of possession. Neither
Landlord's demand nor Landlord's receipt of the aforesaid compensation for use
and occupancy shall be deemed to provide Tenant with any right to any use,
occupancy, or possession of the Premises either for the period for which such
compensation has been demanded or paid, or for any time before or after such
period. The provisions of this Section 19 shall not be deemed to limit or
constitute a waiver of any other rights or remedies of Landlord provided herein
or at law or

<PAGE>

in equity.

20. Notices.

All bills, statements, notices or other communications given hereunder shall be
deemed sufficiently given or rendered only if in writing and sent to Tenant or
Landlord by certified or registered mail, return receipt requested, postage
prepaid, as follows:

If to Tenant:

QUALITY SYSTEMS, INC.
18191 Von Karman Ave., #450
Irvine, CA 92612
Attention: Chief Financial Office

If to Landlord:

HUB PROPERTIES LLC
c/o REIT Management & Research LLC
400 Centre Street
Newton, Massachusetts 02458
Attention: Property Management

With a copy to:

REIT Management & Research LLC
Management Office
1600 Market Street
Philadelphia, PA 19103
Attention: Regional Manager

or such other person or place as either party hereto may designate by notice
given as aforesaid. Notice shall be deemed received as of the date set forth on
the return receipt.

21. Certain Rights Reserved to the Landlord.

Landlord waives no rights except those that may be specifically waived in this
Lease, and explicitly retains all other rights including, without limitation,
the following rights, the exercise of which shall not be deemed to constitute an
eviction or disturbance of Tenant's use or possession of the Premises and shall
not give rise to any claim for set-off or abatement of Rent or any other claim:

21.1 Building Name. To change the name of the Building, and to change the street
address of the Building.

21.2 Exterior Signs. To install and maintain a sign or signs on the exterior of
the Building.

21.3 Decoration. To decorate or to make repairs, alterations, additions or
improvements, whether structural or otherwise, in or about the Property, or any
part thereof, and for such purposes to temporarily close doors, entry ways,
public space and corridors in and about the Property and to interrupt or
temporarily suspend services or use of facilities, all without affecting any of
Tenant's obligations hereunder, so long as the Premises are reasonably
accessible and usable.

21.4 Keys. To furnish door keys, pass cards and the like for the entry door(s)
in the Premises at the commencement of the Lease and to retain at all times, and
to use in appropriate instances, keys and pass cards to all doors within and
into the Premises. Tenant agrees to (i) purchase, only from Landlord, additional
duplicate keys or pass cards as required, (ii) change no locks or other security
devices and (iii) not to affix locks on doors without the prior written consent
of the Landlord. Upon the expiration of the Term or Tenant's right to
possession, Tenant shall return all keys and pass cards to Landlord and shall
disclose to Landlord the combination of any safes, cabinets or vaults left in
the Premises.

21.5 Window Coverings. To designate and approve all window coverings used on the
Property or any part

<PAGE>

thereof.

21.6 Placement of Loads. To approve the weight, size and location of safes,
vaults and other heavy equipment and articles in and about the Premises and the
Property so as not to exceed the legal load per square foot designated by the
structural engineers for the Property, and to require all such items and
furniture and similar items to be moved into or out of the Property and Premises
only at such times and in such manner as Landlord shall direct in writing.
Tenant shall not install or operate machinery or any mechanical devices of a
nature not directly related to Tenant's ordinary use, as limited by the
Permitted Use, of the Premises without the prior written consent of Landlord.
Movements of Tenant's property into or out of the Property or Premises are
entirely at the risk and responsibility of Tenant.

21.7 Deliveries. To regulate delivery of supplies and the usage of the loading
docks, receiving areas and freight elevators.

21.8 Entry to Premises. To enter the Premises in accordance with Section 17, and
in the last year of the Term of this Lease, to show the Premises to prospective
tenants at reasonable times and, if vacated or abandoned, to view the Premises
at any time and to prepare the Premises for re-occupancy.

21.9 Pipes, Conduits, and Wiring. To erect, use and maintain pipes, ducts,
wiring and conduits, and appurtenances thereto, in and through the Premises at
reasonable locations.

21.10 Inspection and Repair. To enter the Premises at any reasonable time to
inspect the Premises and to make repairs or alterations as Landlord deems
necessary, with due diligence and minimum disturbance.

21.11 Conduct of Other Business on the Property. To grant to any person or to
reserve unto itself the exclusive right to conduct any business or render any
service in or on the Property.

21.12 Alterations to Property. To alter the layout, design and/or use of the
Property in such manner as Landlord, in its sole discretion, deems appropriate,
so long as the character of the Property as a first-class office property is
maintained. While it is presently intended that the Property shall include the
development of a retail shopping arcade, Tenant acknowledges that Landlord has
made no promise, agreement, warranty or representation that any such development
will be undertaken or effected or as to any particular of such development as
shall be undertaken or effected, nor is such development (or any particular
thereof) in any way a condition of this Lease.

21.13 Redecoration of Premises. During the last six (6) months of the term of
this Lease, if during or prior to that time Tenant has vacated the Premises, to
decorate, remodel, repair, alter or otherwise prepare the Premises for
reoccupancy, without affecting Tenant's obligation to pay Rent for the Premises.

21.14 Adjoining Areas. The use of and reasonable access thereto through the
Premises, for the purposes of operation, maintenance, decoration and repair, of
(a) all walls, windows and doors bounding the Premises (including exterior walls
of the Building, core corridor walls and doors and any core corridor entrance)
except the surfaces thereof within the Premises , (b) any terraces or roofs
adjacent to the Premises and (c) any space in or adjacent to the Premises used
for shafts, pipes, conduits, fan rooms, ducts, electric or other utilities,
sinks or other facilities.

22. Landlord's Security Interest.

As additional security for the faithful performance and observance by Tenant of
all of the terms, provisions and conditions of this Lease, Tenant hereby grants
to and creates on behalf of Landlord a security interest in all of Tenant's
equipment, fixtures, decorations, alterations, furniture, machinery,
installations, additions, and improvements in the Premises. The security
interest herein granted and any security interest of Landlord granted by statute
shall be subordinate, solely as to furniture, trade fixtures and other
personalty, to any purchase money security interest given by Tenant in
connection with the financing of the purchase of the item of personalty in
question. This Lease constitutes a security agreement under the Pennsylvania
Uniform Commercial Code. Tenant agrees from time to time to execute and deliver
such security agreements and financing statements as Landlord shall reasonably
require to evidence and/or perfect the lien of the security interest granted
herein, within five (5) days of Landlord's request therefor. Upon the occurrence
of any of the

<PAGE>

events enumerated in Section 17.1, above, Landlord may, at its option, foreclose
on said security and apply the proceeds of the sale of the property covered
thereby for the payment of all rent owing under this Lease or any other sum
owing by Tenant under the terms of Section 17, above, including but not limited
to any damages or deficiencies resulting from any reletting of the Premises,
whether said damage or deficiency accrued before or after summary proceedings or
other reentry by Landlord. Tenant covenants that it shall keep and maintain all
fixtures, machinery, equipment, furnishings and other personalty at the
Premises, whether or not the property of Tenant, in good, substantial and
efficient operating condition (including replacement of same when necessary) at
Tenant's sole cost and expense, at all times during the term of this Lease.

23. Use and Occupancy Tax and Miscellaneous Taxes.

Tenant shall pay prior to delinquency all taxes assessed against or levied upon
its occupancy of the Premises or upon the fixtures, furnishings, equipment and
all other personal property of Tenant located in the Premises and when possible
Tenant shall cause said fixtures, furnishings, equipment and other personal
property to be assessed and billed separately from the property of Landlord. In
the event any or all of Tenant's fixtures, furnishings, equipment or other
personal property or its occupancy of the Premises shall be assessed and taxed
with the property of Landlord, Tenant shall pay to Landlord its share of such
taxes within twenty (20) days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes applicable to
Tenant's fixtures, furnishings, equipment, personal property or occupancy. If,
during the Term of this Lease or any renewal or extension thereof, any tax is
imposed upon the privilege of renting or occupying the Premises or upon the
amount of rentals collected therefor, Tenant will pay each month, as Additional
Rent, a sum equal to such tax or charge that is imposed for such month, but
nothing herein shall be taken to require Tenant to pay any income, estate,
inheritance or franchise tax imposed upon Landlord except to the extent required
by Section 5.1.1.1 hereof.

24. Excepted from Premises.

Any hallways, passageways, stairways, elevators, or other means of access to and
from the Premises or the upper or lower portions of the Property, or the space
occupied by the said hallways, passageways, stairways, elevators and other means
of access, although such may be within the Premises as described hereinabove,
shall be taken to be excepted therefrom, without being deemed to reduce the
Rentable Area thereof, and reserved to Landlord or to the tenants of the
Property in common and the same shall not be considered an exclusive portion of
the Premises. All ducts, pipes, wires or other equipment used in the operation
of the Property, or any part thereof, and any space occupied thereby, whether or
not within the Premises description, shall also be excepted and reserved from
the Premises, without being deemed to reduce the Rentable Area thereof, and
Tenant shall not remove or tamper with or use the same and will permit Landlord
to enter the Premises to service, replace, remove or repair the same.

25. Mechanics' and Other Liens.

25.1 Tenant covenants that it shall not (and has no authority to) create or
allow any encumbrance against the Premises, the Property, or any part of any
thereof or of Landlord's interest therein. Tenant covenants that it shall not
suffer or permit to be created, or to remain, any lien or claim thereof (arising
out of any work done or services, material, equipment or supplies furnished for
or at the request of Tenant or by or for any contractor or subcontractor of
Tenant, other than such furnished by Landlord) which is or may become a lien
upon the Premises, the Property, or any part of any thereof or the income
therefrom or any fixture, equipment or similar property therein.

25.2 If any lien or claim shall be filed, Tenant shall within ten (10) days
after the filing thereof, cause the same to be discharged of record by payment,
deposit, bond or otherwise. If Tenant shall fail to cause such lien or claim to
be discharged and removed from record within that period, then, without
obligation to investigate the validity thereof and in addition to any other
right or remedy Landlord may have, Landlord may, but shall not be obligated to,
contest the lien or claim or discharge it by payment, deposit, bond or
otherwise; and Landlord shall be entitled, if Landlord so decides, to compel the
prosecution of an action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment in favor of the lienor with interest and costs.
Any amounts so paid by Landlord and all costs and expenses, including attorneys'
fees, incurred by Landlord in connection therewith, together with interest at
the Lease Interest Rate from the respective dates of Landlord's making of the
payment

<PAGE>

or incurring of the cost or expense, shall constitute Additional Rent payable by
Tenant under this Lease and shall be paid by Tenant to Landlord promptly on
demand.

26. Estoppel Statement.

26.1 Tenant from time to time, within ten (10) days after request by Landlord,
shall execute, acknowledge and deliver to Landlord a statement, which may be
relied upon by Landlord or any proposed assignee of Landlord's interest in this
Lease or any existing or proposed mortgagee or ground lessor or purchaser of the
Property or any interest therein, certifying (i) that this Lease is unmodified
and in full force and effect (or that the same is in full force and effect as
modified and listing the instruments of modification); (ii) the dates to which
Minimum Rent and all other charges have been paid; (iii) whether or not Landlord
is in default hereunder or whether Tenant has any claims or demands against
Landlord (and, if so, the default, claim and/or demand shall be specified); (iv)
if applicable, that Tenant has accepted possession and has entered into
occupancy of the Premises; (v) the Lease Commencement Date and the Termination
Date, and certifying as to such other matters as Landlord may reasonably
request. Tenant acknowledges that any such statements so delivered by Tenant may
be relied upon by Landlord, any landlord under any ground or underlying lease,
or by any prospective partner, purchaser, mortgagee, lender, or any assignee of
any mortgage.

26.2 The failure of Tenant to execute, acknowledge and deliver to Landlord a
written instrument in accordance with the provisions of this Section 26 within
the ten (10) day period above provided shall constitute an acknowledgment by
Tenant, which may be relied upon by Landlord, any landlord under any ground or
underlying lease, or by any prospective purchaser, mortgagee, lender, or any
assignee or any mortgage that this Lease has not been modified, supplemented or
amended except as set forth in Landlord's request, and is in full force and
effect (or in full force and effect as so modified, supplemented or amended),
that the Minimum Rent, Additional Rent and any other charges arising hereunder
have not been paid beyond the respective due dates immediately preceding the
date of such request, that Tenant has no right of set-off or other defense to
this Lease and of the truth of such other facts and conditions as shall have
been requested to be certified, and shall constitute, as to any person entitled
to rely as aforesaid, a waiver of any defaults which may exist prior to the date
of such request.

27. Covenant of Quiet Enjoyment.

Landlord covenants that Tenant, on paying the Rent and all other charges or
payments herein reserved or payable and on keeping, observing and performing all
the other terms, covenants, conditions, provisions and agreements herein
contained on the part of Tenant to be kept, observed and performed, shall,
during the Term, peaceably and quietly have, hold and enjoy the Premises subject
to the terms, covenants, conditions, provisions and agreements hereof.

28. Brokers.

Tenant represents and warrants to Landlord that it has not dealt with any
broker, agent, finder or other person in the negotiation for or the obtaining of
this Lease other than Smith Mack & Company, The Flynn Company, and Kern Olsen
Real Estate Servi ces (collectively, the "Brokers"), and agrees to indemnify and
hold Landlord harmless from any and all costs (including attorney's fees) and
liability for commissions or other compensation claimed by any such broker,
agent, finder or other person other than Brokers, employed by it or claiming to
have been engaged by it in connection with this Lease. Landlord shall pay
certain fees or commissions to Brokers (or some of them) on account of this
Lease pursuant to separate written agreements between Landlord and Brokers.

29. Limitations on Liability.

29.1 The liabilities of the parties described below shall be qualified in
accordance with this Section 29.

29.2 Tenant Liability. The word "Tenant" as used in this Lease shall be
construed in the plural in all cases where there is more than one tenant (and in
such cases the liability of such tenants shall be joint and several) and the
necessary grammatical changes required to make the provisions hereof apply to
corporations, partnerships, or individuals, men or women, shall in all cases be
assumed to have been made. Each provision hereof shall extend to and as the case
may require, shall bind and inure to the benefit of Tenant and its successors
and

<PAGE>

assigns, provided that this Lease shall not inure to the benefit of any assignee
or successor of Tenant except upon the express written consent of Landlord
pursuant to Section 12 hereof (unless not required pursuant to Subsection 12.1
above).

29.3 Landlord Liability.

29.3.1 It is expressly understood and agreed by Tenant that none of Landlord's
covenants, undertakings or agreements are made or intended as personal
covenants, undertakings or agreements by Landlord or its partners, and any
liability for damage or breach or nonperformance by Landlord shall be
collectible only out of Landlord's interest in the Property and no personal
liability is assumed by, nor at any time may be asserted against, Landlord or
its partners or any of its or their officers, agents, employees, legal
representatives, successors or assigns, if any, all such liability, if any,
being expressly waived and released by Tenant, and in any proceeding or in the
case of any judgment against Landlord, Tenant shall request that the judgment
index be noted to reflect the exclusion from liability herein set forth. In
addition to all other limitations contained in this Lease, Tenant agrees that no
trustee, officer, director, general or limited partner, member, shareholder,
beneficiary, employee or agent (including any person or entity from time to time
engaged to supervise and/or manage the operations of Landlord) of Hub Properties
LLC shall be held to any liability, jointly or severally, for any debt, claim,
demand, judgment, decree, liability or obligation of any kind (in tort, contract
or otherwise) of, against or with respect to Landlord or arising out of any
action taken or omitted for or on behalf of Landlord.

29.3.2 The Landlord named on page 1 of this Lease and any subsequent owners of
such Landlord's interest in the Property, as well as their respective heirs,
personal representatives, successors and assigns shall each have the same
rights, remedies, powers, authorities and privileges as it would have had it
originally signed this Lease as Landlord, including the right to proceed in its
own name to enter judgment by confession or otherwise, but any such person,
whether or not named herein, shall have no liability hereunder after it ceases
to hold such interest.

29.3.3 In the event of any sale or other conveyance or transfer of Landlord's
interest in the Property, the transferor shall be and hereby is entirely free
and relieved of all covenants and obligations of Landlord hereunder, and it
shall be deemed and construed without further agreement between the parties or
their successors in interest, or between the parties and the transferee at any
such sale or conveyance or transfer that (subject to the limitation of
Landlord's liability in this Section 29) the transferee has assumed and agreed
to carry out any and all covenants and obligations of Landlord hereunder,
including, without limitation, obligations for all defaults and claims (if any)
arising prior to the date of such transfer.

29.4 Mortgagee Liability. No mortgagee or ground lessor which shall succeed to
the interest of Landlord hereunder (either in terms of ownership or possessory
rights) shall be: (1) liable for any previous act or omission of any prior
Landlord; (2) subject to any rental offsets or defenses hereunder because of any
act or omission of any prior Landlord; (3) bound by any amendment of this Lease
made without its written consent or by payment by Tenant of Rent in advance in
excess of one (1) month's rent; (4) liable for any security not actually
received by it; or (5) liable for the construction of any of the improvements to
the Premises not constructed by it. Subject to the foregoing, the provisions
hereof shall be binding upon and inure to the benefit of the successors and
assigns of Landlord.

30. Miscellaneous.

30.1 Irrevocable Offer and Required Approval. The submission of this Lease for
examination does not constitute an offer to lease, or a reservation of or option
for the Premises, and this Lease becomes effective only upon execution and
delivery thereof by both Landlord and Tenant.

30.2 Non Waiver. The failure of either party hereto in any one or more instances
to insist upon the strict performance of any one or more of the agreements,
terms, covenants, conditions or obligations of this Lease, or to exercise any
right, remedy or election herein contained, shall not be construed as a waiver
or relinquishment of the right to insist upon such performance or exercise in
the future, and such right shall continue and remain in full force and effect
with respect to any subsequent breach, act or omission.

<PAGE>

30.3 Partial Payment. No payment by Tenant or receipt by Landlord of a lesser
amount than the correct Minimum Rent or Additional Rent due hereunder shall be
deemed to be other than a payment on account, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment be deemed
to effect or evidence an accord and satisfaction and Landlord may accept such
check or payment without prejudice to Landlord's right to recover the balance or
pursue any other remedy in this Lease or at law provided.

30.4 Prior Agreements and Amendments. This Lease constitutes the entire
agreement between the parties relating to the subject matter contained herein.
Neither party hereto has made any representations or promises to the other
except as expressly contained herein. This Lease supersedes all prior
negotiations, agreements, informational brochures, letters, promotional
information and other statements and materials made or furnished by Landlord or
its agents. No agreement hereinafter made shall be effective to change, modify,
discharge or effect an abandonment of this Lease, in whole or in part, unless
such agreement is in writing and signed by the party against whom enforcement of
the change, modification, discharge or abandonment is sought.

30.5 Mortgagee Approval. If any mortgagee shall have the right of approval of
this Lease and such mortgagee shall, subsequent to the execution hereof by all
parties hereto, require a change or changes in this Lease as a condition of its
approval thereof and if within thirty (30) days after notice from Landlord,
Tenant fails or refuses to execute the amendment(s) to this Lease accomplishing
the change or changes which are stated by Landlord as being needed in connection
with the approval of this Lease by the mortgagee, Landlord shall have the right
to cancel this Lease. It is understood and agreed that any such change or
changes required by such mortgagee shall not materially affect or alter: (1) the
Minimum Rent; (2) the size of the Premises; or (3) any Tenant Work agreed to be
performed in the Premises by Landlord.

30.6 Partial Invalidity. If any of the provisions of this Lease, or the
application thereof to any person or circumstances, shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision or provisions to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

30.7 Common Facilities. Tenant and its agents, employees and invitees, shall
have the right to use, in common with all others granted such rights by
Landlord, in a proper and lawful manner, the common walkways, parking areas and
sidewalks on the Property, the common entranceways, lobbies and elevators
furnishing access to the Premises, and (if the Premises includes less than a
full floor) the common lobbies, hallways and toilet rooms on the floor on which
the Premises is located. Such use shall be subject to such reasonable rules,
regulations and requirements as Landlord may from time to time prescribe with
respect thereto.

30.8 Choice of Law. This Lease has been executed and delivered in the State of
Pennsylvania and shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania. Any action brought to enforce or interpret this
Lease shall be brought in the court of appropriate jurisdiction in the county in
which the Building is located. Should any provision of this Lease require
judicial interpretation, it is agreed that the court interpreting or considering
same shall not apply the presumption that the terms hereof shall be more
strictly construed against a party by reason of the rule or conclusion that a
document should be construed more strictly against the party who itself or
through its agent prepared the same. It is agreed and stipulated that all
parties hereto have participated equally in the preparation of this Lease and
that legal counsel was consulted by each responsible party before the execution
of this Lease.

30.9 No Recordation. This Lease shall not be recorded in whole or in memorandum
form by either party hereto without the prior written consent of the other.

30.10 Receipt of Money. No receipt of money by Landlord from Tenant after the
termination of this Lease or after the service of any notice or after the
commencement of any suit, or after final judgment for the possession of the
Premises, shall reinstate, continue or extend the term of this Lease or affect
any such notice, demand or suit or imply consent for any action for which
Landlord's consent is required.

30.11 No Joint Venture. This Lease shall create only the relationship of
Landlord and Tenant between Landlord

<PAGE>

and Tenant and no estate shall pass out of Landlord. Nothing herein is intended
to be construed as creating a joint venture or partnership relationship between
the parties hereto.

30.12 No Third Party Beneficiaries. Notwithstanding anything to the contrary
contained herein, no provision of this Lease is intended to benefit any party
other than the signatories hereto and their permitted heirs, personal
representatives, successors and assigns, and no provision of this Lease shall be
enforceable by any other party.

30.13 Exhibits. All exhibits referred to in this Lease are attached hereto and
shall be deemed an integral part hereof.

30.14 Captions. The captions included in this Lease, whether for sections,
subsections, paragraphs, Table of Contents, Exhibits, or otherwise, are inserted
and included solely for convenience and shall not be considered or given any
effect in construing the provisions hereof, and are not to be used in
interpreting this Lease or for any other purpose in the event of any
controversy.

30.15 Representations. Landlord and Manager have made no representation,
agreement, condition, warranty, understanding, or promise, either oral or
written, other than as set forth herein, with respect to the Lease, the
Property, the Premises, or otherwise.

30.16 Gender; Plural Terms; Persons. The masculine, feminine, or neuter pronoun
shall each include the masculine, feminine, and neuter genders. A reference to
person shall mean a natural person, a trustee, a corporation, a partnership and
any other form of legal entity. All references (including pronouns) in the
singular or plural number shall be deemed to have been made, respectively, in
the plural or singular number as well, as the context may require.

30.17 Time. Time is of the essence of this Lease with respect to the performance
by Tenant of all of its obligations hereunder.

30.18 Waiver of Jury Trial. It is mutually agreed by and between Landlord and
Tenant that they hereby waive trial by jury in any action proceeding or
counter-claim brought by either of the parties hereto against the other on any
matter whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises
or claim of injury or damage.

30.19 [Intentionally omitted.]

30.20 Security. Within ten (10) days after Tenant's execution and delivery of
this Lease, Tenant will deposit with Landlord the sum of $46,000.00 as security
for the faithful performance by Tenant of all terms, covenants and conditions of
this Lease. If Tenant defaults under this Lease at any time, Landlord may use,
apply or retain the whole or any part of the security deposited to the extent
necessary to cure said default. It is understood that the deposit is not to be
considered as the last rental due under this Lease. If at any time during the
Term of this Lease, Landlord applies all or a portion of this deposit to cure
Tenant's default, Tenant shall repay to Landlord within five (5) days after
demand by Landlord any amount necessary to restore the security deposited to the
full sum set forth above.

30.21 Light and Air. No diminution or shutting off of any light, air or view by
any structure now or hereafter erected shall in any manner affect this Lease or
the obligations of Tenant hereunder, or increase any of the obligations of
Landlord hereunder.

31. Landlord's Restricted Entry Rights.

31.1 Landlord agrees that Tenant may reasonably designate a portion of the
Premises (not to exceed 750 Rentable Square Feet in area) as a secured area
containing confidential information, into which Landlord's access shall be
limited as herein set forth (the "Secured Area").

31.2 The precise size and configuration of the Secured Area shall be subject to
Landlord's prior approval, which Landlord shall not unreasonably withhold.
During the Term, Tenant may retain all keys, combinations, pass

<PAGE>

cards and the like for the locks which provide access to the Secured Area (all
of which locks shall be of a type and manufacturer approved in advance by
Landlord). Landlord agrees that its right of entry to the Secured Area under
this Lease shall be conditioned upon giving Tenant at least 24 hours advance
notice (which need not be written), except in case of emergency (in which case
no advance notice need be given). In the event that entry is required on
multiple successive days for a continuing project, a single notice prior to the
commencement of the work shall suffice.

31.3 Tenant may condition Landlord's right of entry upon Landlord's
representative being accompanied by a representative of Tenant, provided Tenant
makes such representative available at the time of entry designated by Landlord
in its advance notice or whenever required in the event of an emergency.
Notwithstanding the foregoing, in the event that Landlord requires entry to the
Secured Area either (a) in an emergency and none of Tenant's employees or
representatives is available at the Secured Area to afford Landlord entry, or
(b) in a non-emergency when Landlord has given Tenant advance notice of
Landlord's desire to enter the Secured Area on such occasion and on at least one
(1) prior occasion (for the same purpose) and Tenant has failed to cause its
representative to be present to admit Landlord's agents, employees or
contractors, then in either such event Landlord shall be entitled to use such
means of entry to the Secured Area as Landlord deems appropriate under the
circumstances, in Landlord's sole discretion, including forcible entry, and
Tenant hereby releases Landlord and Landlord's agents, employees and contractors
of and from any and all liability to Tenant arising from such entry into the
Secured Area, including, without limitation, all claims for payment or
reimbursement of the costs of repairing any damage occasioned by such entry.
Tenant acknowledges that Tenant's consent and release herein set forth are given
in consideration of Landlord's agreements set forth in this Lease permitting
Tenant to retain all keys, access cards and combinations providing entry into
the Secured Area.

31.4 If on any given day Tenant's representatives are not available to unlock
the Secured Area when Landlord's janitorial staff are otherwise present in the
Premises, Landlord shall not be obligated to provide janitorial services to the
Secured Area on that day.

32. Counterparts; Facsimile Execution. This Lease may be executed in any number
of identical counterparts, each of which shall be an original. The execution in
counterpart and delivery by facsimile of the signature pages of this Lease by
either party to the other party shall bind the delivering party as fully as if
it had delivered complete, original copies of the Lease bearing such party's
original signature; provided, however, that the parties agree that it is their
intent to exchange multiple fully executed original copies of the Lease bearing
their respective original signatures, and each of Landlord and Tenant agrees to
reasonably cooperate in achieving such end, notwithstanding that signature pages
may have previously been delivered by either or both of the parties by facsimile
as herein permitted.

SECTION 17.2 OF THIS LEASE PROVIDES FOR THE CONFESSION OF JUDGMENT AGAINST
TENANT FOR MONEY AND FOR EJECTMENT. IN CONNECTION THEREWITH, TENANT, KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND UPON ADVICE OF SEPARATE COUNSEL, UNCONDITIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR
HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE
COMMONWEALTH OF PENNSYLVANIA. WITHOUT LIMITATION OF THE FOREGOING, TENANT HEREBY
SPECIFICALLY WAIVES ALL RIGHTS TENANT HAS OR MAY HAVE TO NOTICE AND OPPORTUNITY
FOR A HEARING PRIOR TO EXECUTION UPON ANY JUDGMENT CONFESSED AGAINST TENANT BY
LANDLORD HEREUNDER.

TENANT (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LANDLORD HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LANDLORD WILL NOT SEEK TO EXERCISE OR
ENFORCE ITS RIGHTS TO CONFESS JUDGMENT HEREUNDER, AND (II) ACKNOWLEDGES THAT THE
EXECUTION OF THIS LEASE BY LANDLORD HAS BEEN MATERIALLY INDUCED BY, AMONG OTHER
THINGS, THE

<PAGE>

INCLUSION IN THIS LEASE OF SAID RIGHTS TO CONFESS JUDGMENT AGAINST TENANT.
TENANT FURTHER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS SAID
PROVISIONS WITH TENANT'S INDEPENDENT LEGAL COUNSEL AND THAT THE MEANING AND
EFFECT OF SUCH PROVISIONS HAVE BEEN FULLY EXPLAINED TO TENANT BY SUCH COUNSEL,
AND AS EVIDENCE OF SUCH FACT AN AUTHORIZED OFFICER OF TENANT SIGNS HIS OR HER
INITIALS IN THE SPACE PROVIDED BELOW.


(Tenant's Initials) /s/ LS

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
have caused this Lease to be executed by their duly authorized representatives
as of the day and year first above written.

TENANT

QUALITY SYSTEMS, INC.

By: /s/ Lou Silverman
Title: C.E.O


LANDLORD

HUB PROPERTIES LLC

By: MA PO, LLC,
Its managing member

By: /s/ Jennifer B. Clark
Title: Vice President

EXHIBIT A

To
795 Horsham Road Lease

PREMISES FLOOR PLAN

EXHIBIT B

To
795 Horsham Road Lease

CONFIRMATION OF LEASE TERM

THIS IS AN AGREEMENT dated as of the _____ day of ______________, 200__ by and
between HUB PROPERTIES LLC ("Landlord") and ("Tenant").

W I T N E S S E T H:

WHEREAS, by a lease dated as of ____________, 200__, between the parties hereto
(the "Lease") Landlord leased to Tenant and Tenant leased and took from
Landlord, certain premises at 795 Horsham Road in Horsham, Pennsylvania for the
term and upon the terms and conditions more specifically set forth therein (the
"Premises");

WHEREAS, the Lease provides that the parties shall execute a confirmation of
certain terms of the Lease when the Lease Commencement Date (as defined in the
Lease) occurred;

NOW THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:

A.    The Lease has not been amended except as follows:

B.    The Tenant is now in possession of the Premises.

C.    The Tenant acknowledges that the Lease is in full force and effect.

D.    The Lease Commencement Date of the Lease, the Rent Commencement Date, the
      Termination Date of the term of the Lease are as follows:

E.    Tenant's obligation to pay Rent commences on the Lease Commencement Date.

F.    Tenant has no renewal, extension or expansion rights under the Lease.

<PAGE>

G.    Tenant acknowledges that the Premises are accepted by Tenant as having
      been constructed in accordance with the terms of the Lease.

H.    Nothing in this Agreement is intended to change or modify the rights of
      the parties under the Lease.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed
by their duly authorized representatives the day and year first above written.

LANDLORD

HUB PROPERTIES LLC

By: MA PO, LLC,
Its managing member

By:
Name:
Title:


TENANT

By: ________________________________
Name:
Title:

EXHIBIT C

To
795 Horsham Road Lease

795 HORSHAM ROAD

RULES AND REGULATIONS

1. The entrances, sidewalks, halls, passages, concourses, plaza, elevators,
lobbies, stairways, and driveways shall not be obstructed by Tenant or used for
any purpose other than for ingress to and egress from the Premises. The halls,
passages, entrances, stairways, balconies and roof are not for the use of the
general public, and Landlord shall in all cases retain the right to control and
prevent access thereto of all persons whose presence in the judgment of Landlord
shall be prejudicial to the safety, character, reputation, or interest of the
Building or its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom Tenant normally deals in
the ordinary course of its business unless such persons are engaged in illegal
activities.

2. Tenant, its employees, contractors, agents, servants, visitors, and licensees
shall not go upon the roof or mechanical floors of the Building without the
written consent of Landlord which shall not be unreasonably withheld.

3. The exterior windows and doors that reflect or admit light or air into the
Premises or the halls, passageways or other public places in the Building or the
Property, shall not be covered or obstructed by Tenant. No showcase or other
articles shall be put in front or affixed to any part of the exterior of the
Building or the Property, nor placed in the halls, corridors or vestibules, nor
shall any article obstruct any air-conditioning supply or exhaust.

4. No awnings, air conditioning units, fans, aerials, antennas, or other
projections or similar devices shall be attached to the Building, regardless of
whether inside the Building or on its facade or its roof, without the prior
written consent of Landlord. No curtains, blinds, shades or screens shall be
attached to or hung in, or used in connection with, any window, transom or door
of the Premises or the Building without the prior written consent of Landlord.
All curtains, blinds, shades, screens, and other fixtures must be of a quality,
type, design and color, and attached in the manner approved by Landlord which
shall not be unreasonably withheld. All electrical fixtures shall be
fluorescent, of a quality, type, design, and color approved by Landlord unless
the prior consent of Landlord has been obtained for any other lighting or
lamping.

5. No Tenant or employees, contractors, agents, servants, visitors, or licensees
of Tenant shall sweep or throw or permit to be placed, left or discarded from
the Premises any rubbish, paper, articles, objects or other

<PAGE>

substances into any of the corridors or halls, elevators, or out of the doors or
stairways of the Building.

6. Tenant shall at all times keep the Premises neat and orderly.

7. Tenant shall not mark, paint, drill into, or in any way deface any part of
the Premises, Building or Property. The ceiling shall not be used for the
suspension of any item or fixture, including, without limitation, plants and
decorative items. No boring, drilling of nails or screws, cutting or stringing
of wires shall be permitted, except with the prior written consent of Landlord
and as Landlord may direct. Tenant shall not lay floor tile or other similar
floor covering in the Premises, except with the prior approval of Landlord which
shall not be unreasonably withheld. Floor covering shall be affixed to the floor
in a manner which permits easy removal and shall be subject to approval by
Landlord prior to installation. Notwithstanding the foregoing, Tenant may
decorate the Premises with wall hangings, plants, and the like, and may install
in the ceiling of the Premises projectors, screens, and the like typical in
comparable quality office buildings in the area, subject to the terms of the
Lease.

8. No freight, furniture of bulky matter of any description shall be received
into the Building or carried into the passenger or service elevators except
during hours and in a manner approved by Landlord. Hand trucks, carryalls, or
similar appliances are permitted to be used for delivery or receipt of
merchandise or equipment if equipped with rubber tires, side guards and such
other safeguards as Landlord shall reasonably require.

9. [Intentionally omitted.]

10. Any Tenant deciding to move any equipment or office furniture into, out of,
or within the Building must notify Landlord at least one (1) week in advance of
intended move. Such notification shall include: (i) the date of the move, (ii)
the time of move (which, solely if the Building then has other tenants in
occupancy, shall not be during normal working hours without Landlord's consent),
(iii) the number of elevators and operators required for the move, and (iv) an
agreement by the Tenant to pay the then prevailing charge for the use of the
elevators and operators. Upon receipt of the above information, Landlord, or its
agent, will issue a letter of authorization to the Tenant to arrange for
elevator operators.

11. [Intentionally omitted.]

12. [Intentionally omitted.]

13. [Intentionally omitted.]

14. Landlord shall have the right to prohibit any advertising by Tenant which,
in Landlord's opinion, tends to impair the reputation of the Property or its
desirability as a building for offices, and upon written notices from Landlord,
Tenant shall refrain from or discontinue such advertising. In no event shall
Tenant, without the prior written consent of Landlord, use the name of the
Building or use pictures or illustrations of the Property in any advertising
other than in indicating Tenant's address.

15. Dock facilities are to be used only for loading and unloading procedures. No
parking or storage privileges are extended.

16. No dumpsters are to be placed at the loading dock without prior notification
and approval by Landlord.

17. If Tenant desires telecommunications signaling, telephonic, protective
alarm, connections, or other such wires, apparatus, or devices, Landlord will
direct electricians as to where and how the wires are to be introduced. No
boring or cutting for wires or otherwise shall be made without directions and
approval from Landlord, which approval shall not be unreasonably withheld. All
wires must be clearly tagged at the distributing boards and junction boxes, and
elsewhere as required by Landlord, with the number of the office to which said
wires lead, the purpose of the wires, and the name of the concern, if any,
operating or servicing the same.

18. The electrical, mechanical, and telephone closets, water and wash closets,
drinking fountains and other plumbing, electrical and mechanical fixtures shall
not be used for any purposes other than those for which they

<PAGE>

were constructed, and no sweepings, rubbish, rags, coffee grounds, acids or
other substances shall be deposited therein. No access to the electrical,
mechanical and telephone closets will be permitted without the prior consent of
Landlord which shall not be unreasonably withheld. All damages resulting from
any misuse of the fixtures shall be borne by the Tenant who, or whose servants,
employees, agents, visitors or licensees, shall have caused the same. No person
shall waste water by interfering or tampering with the faucets or otherwise.

19. [Intentionally omitted.]

20. Tenant shall not create, execute, or deliver any financing or security
agreement of any kind that may be considered or give rise to any lien upon the
Premises, the Building, or the Property.

21. Tenant, any of Tenant's servants, employees, contractors, agents, visitors,
or licensees, shall not at any time use, bring or keep upon the Premises, the
Building, or the Property any flammable, combustible, caustic, poisonous or
explosive fluid, chemical or substance, or any chemical except such as are
components of commercial products not regulated by law in their use or disposal
and as are normally used by occupants of office buildings for ordinary cleaning
and office related supplies in reasonable quantities.

22. Except for storage of incidental quantities of merchandise for resale, no
portion of the Premises, Building, or Property shall be used or occupied at any
time for manufacturing, for the storage of merchandise, for the sale of
merchandise, goods or property of any kind at auction or otherwise, or as
sleeping or lodging quarters.

23. In the design, layout, construction, renovation, and/or installation of
Tenant's demising walls, partitions, furniture, fixtures, equipment, and all
other improvements and betterments of or in the Premises, the live load of
seventy (70) pounds per square foot shall not be exceeded at any time.

24. [Intentionally omitted.]

25. Tenant shall not contract for any work or service which involves the
employment of labor incompatible with the employees of the Building or with
employees of contractors doing work or performing services by or on behalf of
Landlord, or which would disturb harmonious labor relations.

26. No bicycles, vehicles, animals, or birds of any kind (other than a
seeing-eye dog for a blind person), shall be brought into or kept by Tenant in
or about the Premises, the Building, or the Property.

27. Tenant shall not do or commit, or suffer to be done or committed, any act or
thing whereby, or in consequence whereof, the rights of other tenants will be
obstructed or interfered with, or other tenants will in any other way be injured
or annoyed, or whereby the Building will be damaged, nor shall Tenant cause or
suffer to be caused any noise, vibrations, obnoxious odors, or electronic
interference which disturbs other tenants, the operation of their equipment or
the operation of any equipment in the Building (including, without limitation,
radio, television reception). Tenant shall not suffer nor permit the Premises or
any part thereof to be used in any manner or anything to be done therein nor
suffer nor permit anything to be brought into or kept in the Premises which, in
the judgment of Landlord, shall in any way impair or tend to materially impair
the character, reputation, or appearance of the Building.

28. Tenant shall not serve, nor permit the serving of alcoholic beverages in the
Premises unless Tenant shall have procured Host Liquor Liability Insurance,
issued by companies and in amounts reasonably satisfactory to Landlord, naming
Landlord as an additional party insured.

29. Except as otherwise explicitly permitted in its lease, Tenant shall not
allow any open flames, cooking, the operation or conduct of any restaurant,
luncheonette or cafeteria for the sale or service of food or beverages to its
employees or to others, install or permit the installation or use of any food,
beverage, cigarette, cigar or stamp dispensing machine or permit the delivery of
any food or beverage to the Premises, except by such persons delivering the same
as shall be approved by Landlord which shall not be unreasonably withheld.

30. Any person in the Building will be subject to identification by employees
and agents of Landlord. All persons in or entering Building shall be required to
comply with the security policies of the Building. Tenant shall keep

<PAGE>

doors to unattended areas locked, and shall otherwise exercise reasonable
precautions to protect property from theft, loss or damage. Landlord shall not
be responsible for the theft, loss or damage of any property.

31. In case of invasion, mob, riot, public excitement, or other commotion,
Landlord reserves the right to prevent access to the Building during the
continuance of the same by closing the doors or otherwise for the safety of
Tenants or Landlord and protection of property in the Building.

32. Landlord shall, in no case, be responsible for the admission or exclusion of
any person to or from the Building for access or for invasion, hostile attack,
insurrection, mob violence, riot, public excitement or other commotion,
explosion, fire or any casualty.

33. Tenant shall immediately notify Landlord of any injury to a person or damage
to property regardless of cause within the Premises and all public areas within
the Building.

34. Canvassing, soliciting, and peddling in the Building is prohibited and
Tenant shall cooperate in preventing the same, and report all such activity to
Landlord.

35. Tenant, upon the termination of the tenancy, shall deliver to Landlord all
of the keys, combinations to all locks, of offices, rooms and toilet rooms which
shall have been furnished Tenant or which Tenant shall have made, and in the
event of loss of any keys so furnished, Tenant shall pay Landlord the cost
therefor.

36. No smoking is permitted within the Premises or elsewhere in the Building by
Tenant or any of its employees, agents, contractors or invitees. Without
limiting the generality of the foregoing, no smoking is permitted upon the
Property outside the Building within a distance of thirty (30) feet of any
Building entrance.

37. These Rules and Regulations shall be read in conjunction with the Lease and
the Exhibits thereto. To the extent these Rules and Regulations are inconsistent
with the remainder of the Lease and Exhibits, the Lease and other Exhibits shall
control.

38. Landlord may, by written notice to Tenant, promulgate additional rules and
regulations, and/or modifications of the rules and regulations which are, in
Landlord's judgment, desirable for the general safety, comfort and convenience
of occupants and tenants in the Building. All such rules and regulations shall
be deemed a part of this Lease, with the same effect as though written herein.

EXHIBIT D

To
795 Horsham Road Lease

TENANT'S CONTRACTORS' INSURANCE

Each of Tenant's contractors and subcontractors (herein collectively
"Contractor") shall comply with the terms set forth in this Exhibit E, and any
contract between Owner and Contractor and contain and/or comply with the
following provisions:

I. Insurance/Indemnification Provisions for Construction Contracts.

A. INDEMNITY

Contractor hereby agrees, to the extent permitted by law, to assume the entire
responsibility and liability for and defense of and to pay and indemnify
Landlord(s) and Manager against any loss, expense or liability and will hold
them harmless from and pay any loss, damage, cost or expense (including, without
limitation, judgments, attorney's fees, court costs and the cost of appellate
proceedings), which Landlord(s) and Manager incur(s) because of injury to or
death of any person or on account of damage to property, including loss of use
thereof, or any other claim arising out of, in connection with or as a
consequence of the performance of the Work, and/or any act or omission of the
Contractor or any one for whose acts Contractor may be liable as it relates to
the scope of this Contract. This indemnity shall not be limited by a limitation
on amount or type of damages, compensation or benefits payable by or for a
Contractor or Subcontractor under workers' or workmen's compensation acts,
disability benefit acts or other employee benefit acts. Contractor will purchase
and maintain,

<PAGE>

or cause to be purchased and maintained, such insurance as will protect it from
any costs and expenses relating to the foregoing, including, without limitation,
contractual coverage covering the foregoing indemnity, and shall provide
Landlord(s) and Manager with certificates evidencing same as set forth in the
Insurance Schedule below.

Contractor will purchase maintain such insurance as will protect it for this
contractual indemnity.

B. INSURANCE TO BE PROVIDED BY CONTRACTOR

Contractor shall before the commencement of any provision of this contract file,
or cause to have filed, certificates with the Landlord(s) Manager, as outlined
in the Insurance Schedule below showing existence of such insurance which
insurance shall be subject to the Landlord's approval as to the adequacy of
protection and compliance with this Contract and the satisfactory character of
the Insurer. In the event that any of the required insurances are provided on
claims-made forms, a copy of each policy, including Declarations Page showing
the Retroactive Date, shall be provided to the Landlord. Such insurance shall be
placed with reputable insurance companies licensed to do business in the State
of Pennsylvania.

Contractor shall maintain Worker's Compensation and Employer's Liability
Insurance, Comprehensive General Liability, Comprehensive Automobile Liability
and Umbrella Insurance in the amounts set forth in the Insurance Schedule below.

Should the Contractor engage a Subcontractor(s), the same conditions applicable
to the Contractor under this Contract apply to each Subcontractor, including,
but not limited to the indemnity and insurance clauses.

INSURANCE SCHEDULE

Prior to the commencement of any work Contractor shall obtain and maintain (or
cause to be obtained and maintained) the following insurance, at its own
expense, in amounts not less than those specified below:

1. Worker's Compensation insurance in accordance with the laws of the State of
Pennsylvania.

2. Employer's Liability insurance in an amount not less than $1,000,000.

3. Comprehensive General Liability insurance on an occurrence form for: (a)
bodily injury, and (b) property damage liability, with limits of $1,000,000
combined single limit, each occurrence. Such insurance policy shall include, but
shall not be limited to: Comprehensive Form, Premises - Operation, Explosion,
Collapse, Underground Hazard, Products/Completed Operations Hazard (two (2)
years extension beyond completion of Project), Blanket Contractual Coverage
(including coverage for the Indemnity Clauses provided under this Contract),
Broad Form Property Damage, Independent Contractors, Personal Injury (employee
exclusion deleted).

4. Comprehensive Automobile Liability covering owned, hired, and non-owned
vehicles with limits of $1,000,000 combined single limit each occurrence.

5. Excess Liability (Umbrella) insurance with limits of $4,000,000. NOTE: SHOULD
THE CONTRACTOR PROVIDE COMMERCIAL GENERAL AND/OR EXCESS LIABILITY INSURANCE,
CONTRACTOR MUST ALSO PROVIDE ISO ENDORSEMENT GS-25-03-11-85, AMENDMENT OF LIMITS
OF INSURANCE, (DESIGNATED PROJECT OR PREMISES) OR ITS EQUIVALENT.

The above insurances (#3 through #5) shall, without liability on the part of
Landlord(s) and Manager for premiums thereof include the following:

A. Endorsement as Additional Named Insureds of:

a. Landlord(s) and Manager and their partners, directors, officers, employees,
agents and representatives; and

b. All other Indemnitees named in the Contract.

<PAGE>

B. Thirty (30) day prior notice of cancellation to each named insured.

The above insurances shall each contain the following wording verbatim:

HUB PROPERTIES LLC (Landlord(s)) and Manager, as Landlord's agent, are
interested in the maintenance of these insurances and it is agreed that these
insurances will not be canceled, materially changed or not renewed without at
least a thirty (30) day advance written notice to the Landlord c/o REIT
Management & Research LLC, 400 Centre Street, Newton, Massachusetts 02458.

The Contractor shall secure, pay for, and maintain Property Insurance necessary
for protection against loss of owned, borrowed, or rented capital equipment and
tools, including any tools owned by employees, and any tools, equipment,
stagings, towers, and forms owned, borrowed or rented by the Contractor. The
requirement to secure and maintain such insurance is solely for the benefit of
the Contractor. Failure of the Contractor to secure such insurance or to
maintain adequate levels of coverage shall not obligate the Landlord or his
agents and employees for any losses, and the Landlord and his agents and
employees shall have no such liability. The insurance policy for such
Contractor's insurance shall include a waiver of subrogation as follows:

"It is agreed that, in no event, shall this insurance company have any right of
recovery against the Landlord."

6. "All Risk" Builder's Risk Insurance: Waiver of Subrogation

Tenant agrees that its contract with the Contractor shall expressly provide that
the Contractor and its subcontractors waive all rights against the Landlord (the
Landlord under this Lease) and all other Contractors and Subcontractors for
damages caused by perils covered by the Builder's Risk insurance, to be obtained
by Tenant as required by the Lease. The Contractor and their Subcontractors
shall also waive all rights against the Landlord and all other contractors and
subcontractors for loss or damage to any equipment used in connection with the
Project and covered by any property insurance. If the policies of insurance
refereed to in this Schedule require an endorsement to provide for continued
coverage where there is a waiver of subrogation, the owners of such policies
will cause them to be so endorsed at their expense and provide evidence of such
endorsement to the other parties.