exv10w7



 





EXHIBIT 10.7

	 	 	 	 	 



730 LOUIS DRIVE
 WARMINSTER, PENNSYLVANIA

INDEX TO LEASE

BETWEEN COMMONWEALTH MAGT.

AND

HEALTH BUSINESS SYSTEMS, INC.




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	1. Premises
	 	 	1	 
	 
	 	 	 	 
	2. Improvements to Premises
	 	 	1	 
	 
	 	 	 	 
	3. Term
	 	 	2	 
	 
	 	 	 	 
	4. Use of Premises
	 	 	3	 
	 
	 	 	 	 
	5. Rent
	 	 	3	 
	(a) Increase in Expenses of Operation
	 	 	3	 
	(b) Estimate of payment of Increased Expenses of Operation
	 	 	4	 
	(c) Rent Escalation
	 	 	5	 
	 
	 	 	 	 
	6. Insurance
	 	 	5	 
	(a) Liability
	 	 	5	 
	(b) Waiver of Subrogation
	 	 	6	 
	(c) Increase of Premiums
	 	 	6	 
	 
	 	 	 	 
	7. Repairs and Maintenance
	 	 	6	 
	 
	 	 	 	 
	8. Limitation of Liability
	 	 	7	 
	 
	 	 	 	 
	9. Utilities
	 	 	7	 
	 
	 	 	 	 
	10. Janitorial Services
	 	 	8	 
	 
	 	 	 	 
	11. Governmental Regulations
	 	 	8	 
	 
	 	 	 	 
	12. Signs
	 	 	8	 
	 
	 	 	 	 
	13. Alterations, Additions and Fixtures
	 	 	8	 
	 
	 	 	 	 
	14. Mechanics’ Liens
	 	 	9	 
	 
	 	 	 	 
	15. Landlord’s Right of Entry
	 	 	10	 
	 
	 	 	 	 
	16. Damage by Fire or Other Casualty
	 	 	10	 
	 
	 	 	 	 
	17. Non-Abatement of Rent
	 	 	11	 
	 
	 	 	 	 
	18. Indemnifications of Landlord
	 	 	11	 
	 
	 	 	 	 
	19. Condemnation
	 	 	12	 
	(a) Termination
	 	 	12	 
	(b) Partial Condemnations
	 	 	12	 
	(c) Award
	 	 	13	 
	(d) Temporary Taking
	 	 	13	 
	 
	 	 	 	 
	20. Quiet Enjoyment
	 	 	13	 
	 
	 	 	 	 
	21. Assignment and Subletting
	 	 	14	 
	(a) Restricted Assignment
	 	 	14	 
	(b) Percentage Agreements
	 	 	15	 
	 
	 	 	 	 
	22. Environmental Compliance and Indemnification
	 	 	15	 
	(a) Hazardous Materials
	 	 	15	 
	(b) Tenant Representations
	 	 	15	 
	(c) Compliance with Environmental Laws
	 	 	16	 
	(d) Indemnification
	 	 	16	 






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	 	 	Page	 
	 
	 	 	 	 
	23. Landlord’s Security Interest
	 	 	17	 
	 
	 	 	 	 
	24. Tenant Financing
	 	 	17	 
	 
	 	 	 	 
	25. Subordination
	 	 	17	 
	 
	 	 	 	 
	26. Memorandum of Lease; Tenant’s Certificate
	 	 	17	 
	 
	 	 	 	 
	27. Curing Tenant’s Default
	 	 	18	 
	 
	 	 	 	 
	28. Surrender; Holding Over
	 	 	18	 
	 
	 	 	 	 
	29. Defaults — Remedies
	 	 	19	 
	(a) Defaults
	 	 	19	 
	(b) Remedies
	 	 	20	 
	(c) Non-Waiver
	 	 	22	 
	(d) Grace Period
	 	 	23	 
	(e) Waiver of Trial By Jury
	 	 	23	 
	(f) Rights and Remedies Cumulative
	 	 	23	 
	(g) Attorneys Fees
	 	 	23	 
	 
	 	 	 	 
	30. Condition of Title and of Premises
	 	 	23	 
	 
	 	 	 	 
	31. Objections to Notices
	 	 	24	 
	 
	 	 	 	 
	32. Interpretation
	 	 	24	 
	(a) Captions
	 	 	24	 
	(b) Entire Agreement
	 	 	24	 
	(c) Exhibits
	 	 	24	 
	(d) Covenants
	 	 	24	 
	(e) Arbitration
	 	 	24	 
	(f) Interest
	 	 	25	 
	 
	 	 	 	 
	33. Definitions
	 	 	25	 
	(a)“Landlord”
	 	 	25	 
	(b)“Tenant”
	 	 	25	 
	(c)“Mortgage” and “Mortgagee”
	 	 	25	 
	(d)“Person”
	 	 	25	 
	(e)“Date of this Lease”
	 	 	26	 
	(f)“Index”
	 	 	26	 
	 
	 	 	 	 
	34. Notices
	 	 	26	 
	 
	 	 	 	 
	35. Security Deposit
	 	 	26	 
	 
	 	 	 	 
	36. Additional Articles
	 	 	27	 






EXHIBITS:




Exhibit “A”          The Premises

Exhibit “B”          Landlord Improvements

Exhibit “D”          Rules and Regulations





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AGREEMENT OF LEASE

730 LOUIS DRIVE

WARMINSTER, PENNSYLVANIA




     THIS
AGREEMENT OF LEASE, made this 1st day of July 1996, by and
between Commonwealth Management Corporation, Agent, organized and existing under the
laws of Delaware (herein Called “Landlord”) and Health Business Systems, Inc. organized
and existing under the laws of Pennsylvania (herein called “Tenant”).



WITNESSETH:




     1. Premises. As used in this Article the term building
shall mean the building(s) containing approximately 51,575 rentable
square feet (herein called the “Building”) on a tract of land
(herein called the “Lot”) located at 730 Louis Drive, Warminster,
Pennsylvania (the Building, the Lot and any other improvements
thereon being herein collectively called the “Property”) . Landlord
does hereby demise and let unto Tenant and Tenant does hereby lease
and take from Landlord for the term and upon the terms, covenants,
conditions and provisions set forth herein all that certain portion
of the Building containing approximately                                          rentable square
feet as shown outlined in red on Exhibit “A” hereto which shall be completed in accordance with
Article 2 hereof having a street address of 730 Louis Drive, Warminster, PA (herein called
the “Premises”) together with the right, in common with other occupants of the Building, to use
driveways, sidewalks and loading and parking areas, lobbies, hallways and other common area
facilities.



     2. Improvements to Premises. The Premises are accepted “as
is” except for improvements to be made by Landlord, as specified in
the Rental Rider attached hereto (herein called “Landlord
Improvements”). All necessary construction of Landlord
Improvements shall be commenced promptly and shall be substantially
completed ready for use and occupancy by Tenant on the date set
forth in Article 3. Provided, however, that the time for
substantial completion of the Premises shall be extended for
additional periods of time equal to the time lost by Landlord or
Landlord’s contractors, subcontractors or suppliers due to strikes
or other labor troubles, governmental restrictions and limitations,
scarcity, unavailability or delays in obtaining fuel, labor or
materials, war or other national emergency, accidents, floods,
defective materials, fire damage or other casualties, adverse
weather conditions, or any cause similar or dissimilar to the
foregoing beyond the reasonable control of Landlord or Landlord’s
contractors, subcontractors or suppliers. All construction shall
be done in a good and workmanlike manner and shall comply at the
time of completion with all applicable laws, ordinances,
regulations and orders of the federal, state, county or other
governmental authorities having jurisdiction thereof. Tenant and
its authorized agents, employees and contractors shall have the
right, at Tenant’s own risk, expense and responsibility, at all
reasonable times prior to the Commencement Date as hereinafter
defined, to enter the Premises for the purpose of taking
measurements and installing its furnishing and equipment; provided
that Tenant, in so doing, shall not interfere with or delay the
work to be performed hereunder by Landlord, and Tenant shall use
contractors and workmen compatible with the contractors and workmen
engaged in the work to be performed hereunder by Landlord. Tenant
shall contribute to the cost of Landlord Improvements, the sum of
N/A upon the signing of this lease.



     In the event that Tenant is responsible for any construction, Tenant and its contractors shall
be responsible for transportation, safekeeping and storage of materials and equipment used in the
performance of Tenant’s Work, and for the removal of waste and debris resulting from the
performance of Tenant’s Work and Landlord



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shall not be responsible for the coordination of the work of Landlord’s contractors with the work
of Tenant’s contractors. Without specific charge being made therefor, Landlord shall allow Tenant
and its contractors during normal working hours to use utilities, to the extent available, as may
be reasonably required in the Premises for the performance of Tenant’s Work.




     Prior to commencement of Tenant’s Work, Tenant shall obtain and maintain, at its expense,
Workmen’s Compensation and Bodily Injury and Property Damage Public Liability Insurance and so
called “Builder’s Risk” Insurance (other than the Workmen’s Compensation Insurance) which shall
name Landlord as additional insured and shall submit certificates as evidence thereof to
Landlord.



     3. Term. The term of this lease shall be for five years and three months
commencing on July 1, 1996 or the date that the premises have been delivered to Tenant
(herein called the “Commencement Date”). Landlord shall be deemed to have delivered possession of
the Premises upon providing Tenant with notice in writing that the Premises are ready for
occupancy. If the date of substantial completion is delayed as a result of changes requested by
Tenant, the term of the lease shall commence as if the Premises were substantially complete on
the originally scheduled date, as extended for reasons other than those caused by Tenant.
Landlord shall not have any liability to Tenant for delay in delivery. Unless sooner terminated
in accordance with the terms hereof, the term of this lease shall end without the necessity for
notice from either party to the other at noon on September 30, 2001 (herein called the
“Expiration Date”).



     4. Use of Premises. Tenant shall occupy the Premises throughout the term and shall
use the same for and only for general office purposes. The building is designed to normal office
building standards for floor-loading capacity. Tenant shall not use the Premises in such a way as
to exceed such load limits.



     5. Rent. All rent shall be payable in accordance with the attached RENTAL RIDER.



     (a) Rent Escalation — In order to adjust the rent payable under the lease, Tenant agrees to
pay Landlord, with the installments of annual Gross Base Rent called for hereinabove, and as
additional monthly rent under the lease, an amount representing rent escalation as provided in the
Rental Rider attached to this lease.



     6. Insurance.



     (a) Liability. Tenant, at Tenant’s sole cost and expense, shall maintain and keep in effect
throughout the term insurance against liability for bodily injury (including death) or property
damage in or about the Premises or the Property under a policy of comprehensive general public
liability insurance, with such limits as to each as may be reasonably required by Landlord from
time to time, but not less than $500,000 for each person and $1,000,000 for each occurrence of
bodily injury (including death) and $500,000 for property damage. In no event shall the limits of
coverage maintained by Tenant be considered to limit Tenant’s liability under this lease.
Throughout the term of this lease, Tenant shall further provide, at its expense, personal property
insurance for all of Tenant’s trade fixtures and personal property located in the Premises,
insuring against loss or damage by fire and other such risks as are now or hereafter included under
“All Risk” coverage. If the nature of Tenant’s operation is such as to place any or all of its
employees under the coverage of local workmen’s compensation or similar statutes, Tenant shall also
keep in force, at its sole cost and expense, workmen’s compensation or similar insurance affording
statutory coverage and containing statutory limits. The policies of comprehensive general public
liability insurance shall name Landlord and Tenant as the insured parties. Each such policy



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shall provide that it shall not be cancelable without at least thirty (30) days prior written
notice to Landlord and to any mortgagee named in an endorsement thereto and shall be issued by an
insurer and in a form satisfactory to Landlord. At least ten (10) days prior to the Commencement
Date, a certificate of insurance shall be delivered to Landlord. If Tenant shall fail, refuse or
neglect to obtain or to maintain any insurance that it is required to provide or to furnish
Landlord with satisfactory evidence of coverage on any such policy, Landlord shall have the right
to purchase such insurance. All such payments made by Landlord shall be recoverable by Landlord
from Tenant, together with interest thereon, as Additional Rent promptly upon being billed
therefor.




          (b) Waiver of Subrogation. Each of the parties hereto hereby releases the other, to the
extent of the releasing party’s insurance coverage, from any and all liability for any loss or
damage covered by such insurance which may be inflicted upon the property of such party even if
such loss or damage shall be brought about by the fault or negligence of the other party, its
agents or employees provided, however, that this release shall be effective only with respect to
loss or damage occurring during such time as the appropriate policy of insurance shall contain a
clause to the effect that this release shall not affect said policy or the right of the insured to
recover thereunder. If any policy does not permit such a waiver, and if the party to benefit
therefrom requests that such a waiver be obtained, the other party agrees to obtain an endorsement
to its insurance policies permitting such waiver of subrogation if it is available. If an
additional premium is charged for such waiver, the party benefiting therefrom agrees to pay the
amount of such additional premium promptly upon being billed therefor.




          (c) Increase of Premiums. Tenant shall not do anything or fail to do anything which shall
cause the cost of Landlord’s insurance to increase or which shall prevent Landlord from procuring
policies (including but not limited to public liability) from companies and in a form satisfactory
to Landlord. If any breach of this Paragraph (c) by Tenant shall cause the rate of fire or other
insurance to be increased, Tenant shall pay the amount of such increase as Additional Rent
promptly upon being billed therefor.




     7. Repairs and Maintenance.



          (a) Tenant, at its sole cost and expense and throughout the term of this lease, shall keep
and maintain the Premises in a neat and orderly condition. Tenant shall not use or permit the use
of any portion of the common areas for other than their intended use.




          (b) Throughout the term of this lease, Landlord shall make all necessary repairs to the
Premises within a timely manner and other improvements located on the Property; provided, however,
that Landlord shall have no responsibility to make any repair unless and until Landlord receives
written notice of the need for such repair or until Landlord has actual knowledge of the need for
such repair. Landlord shall keep and maintain all common areas of the Property and any sidewalks,
parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free
of accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas
in a neat and orderly condition.




          (c) Repairs and replacements to the Premises and the Property arising out of or caused by
Tenant’s misuse, manner of use or occupancy of the Premises or by Tenant’s installation in or upon
the Premises or by any act or omission of Tenant or any employee, agent, contractor, or invitee of
Tenant shall be made at the sole cost and expense of Tenant. If Landlord shall perform such
repairs, Landlord shall bill Tenant therefor and Tenant shall promptly reimburse Landlord for the
cost of any such repairs as





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Additional Rent. Tenant shall not bear the expense of any repairs or replacements to the Premises
or the Property arising out of or caused by any other Tenant’s use, manner of use or occupancy of
the Property or by any other Tenant’s installation in or upon the Property, or by any act or
omission of any other Tenant or any other Tenant’s employees, agents, contractors or invitees.
Nothing herein above shall preclude Landlord’s responsibility for normal and ordinary repairs and
maintenance to the premises.




     8. Limitation of Liability. If Landlord is in breach or default with respect to
Landlord’s obligations under this lease or otherwise, Tenant shall look solely to the equity of
Landlord in the Premises for the satisfaction of Tenants remedies.



     9. Utilities.



          (a) Landlord shall furnish the Premises with electricity, heating and air conditioning for
the normal use and occupancy of the Premises as general office between 7:00 a.m. and 9:00 p.m.
Monday through Friday of each week during the term (legal holidays excepted). If Tenant shall
require electricity or install electrical equipment including, but not limited to, electrical
heating, refrigeration, equipment, electronic data processing machines, or machines or equipment
using current in excess of 110 volts, which shall in any way increase the amount of the
electricity usually furnished for use as general office space or, if Tenant shall attempt to use
the Premises in such a manner that the services to be furnished by Landlord would be required
during periods other than or in addition to business hours referred to above, Tenant shall obtain
prior written approval therefor from Landlord and shall pay for the resulting additional direct
expense, including the expense resulting from the installation of such equipment and meters as
Additional Rent promptly upon being billed therefor. Landlord shall not be liable for any damages
to Tenant resulting from Landlord’s failure to deliver services as stated herein.




          (b) If at any time during the term of this lease utility services supplied to the Premises
are separately metered, the cost of installing Tenant’s meter and the cost of such separately
metered utility service shall be paid by Landlord.




     10. Janitorial Services. Tenant shall be solely responsible for its own janitorial
services for its demised premises.



     11. Governmental Regulations.



          (a) Tenant shall not violate any laws, ordinances, notices, orders, rules, regulations or
requirements of any federal, state or municipal government or any department, commission, board or
officer thereof, or of the National Board of Fire Underwriters or any other body exercising
similar functions, relating to the Premises or to the use or manner of use of the Property.




     12. Signs. Landlord shall allow Tenant the right to place its’ name on the Building
standard directory sign on Louis Drive and mount a sign above its new building entrance. The
tenant shall be responsible for the cost of these signs. Except for signs which are located wholly
within the interior of the Premises and which are not visible from the exterior of the Premises,
no signs shall be placed, erected, maintained or painted at any place upon the Premises or the
Property.



     13. Alterations. Additions and Fixtures.



          (a) Subject to the provisions of Article 13 hereof, Tenant shall have the right to install in
the Premises any trade



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fixtures from time to time during the term of this lease; provided, however, that no such
installation or removal thereof shall affect the structural portion of the Premises and that
Tenant shall repair and restore any damage or injury to the Premises or the Property caused
thereby.




          (b) Tenant shall not make or permit to be made any alterations, improvements or additions to
the Premises or Property without on each occasion first presenting to Landlord plans and
specifications therefor and obtaining Landlord’s prior written consent thereto. If Landlord shall
consent to any such proposed alterations, improvements or additions, then Tenant shall make the
proposed alterations, improvements and additions at Tenant’s sole cost and expense provided that:
(i) Tenant supplies any necessary permits and certificates of insurance therefor; (ii) such
alterations and improvements do not impair the structural strength of the Building or any other
improvements or reduce the value of the Property; (iii) Tenant shall take or cause to be taken all
steps that are required by Article 13 hereof and that are required or permitted by law in order to
avoid the imposition of any mechanic’s, laborers or materialman’s lien upon the Premises, Building
or Lot, including, but not limited to, providing Landlord with a Waiver of Liens in advance of
commencement of construction and/or Release of Liens upon completion thereof; (iv) Tenant shall
use a contractor approved by Landlord, which approval shall not be unreasonably withheld; and (v)
the occupants of the Building and of any adjoining real estate owned by Landlord are not annoyed
or disturbed by reason thereof. Any and all alterations, improvements and additions to the
Property which are constructed, installed or otherwise made by Tenant shall be the property of
Tenant until the expiration or sooner termination of this lease; at that time all such alterations
and additions shall remain on the Property and become the property of Landlord without payment
therefor by Landlord; unless, upon the termination of this lease, Landlord shall give written
notice to Tenant to remove the same, in which event Tenant shall remove such alterations,
improvements and additions and repair and restore any damages to the Property caused by the
installation or removal thereof.




     14. Mechanics’ Liens. Tenant shall promptly pay any contractors and materialmen who
supply labor, work or materials to Tenant at the Premises or the Property so as to minimize the
possibility of a lien attaching to the Premises or the Property. Tenant shall take all steps
permitted by law in order to avoid the imposition of any mechanic’s, laborers or materialman’s lien
upon the Premises, the Property or the Lot, including, but not limited to, obtaining a Waiver of
Liens prior to the commencement of construction and/or a Release of Liens upon completion of
construction. Should any such lien or notice of lien be filed for work performed for Tenant other
than by Landlord, Tenant shall bond against or discharge the same within fifteen (15) days after
the lien or claim is filed or formal notice of said lien or claim has been issued regardless of the
validity of such lien or claim. Nothing in this lease is intended to authorize Tenant to do or
cause any work or labor to be done or any materials to be supplied for the account of Landlord, all
of the same to be solely for Tenant’s account and at Tenant’s risk and expense. Throughout this
lease the term “mechanic’s lien” is used to include any lien, encumbrance or charge levied or
imposed upon the Premises or the Property or any interest therein or income therefrom on account of
any mechanic’s, laborer’s or materialman’s lien or arising out of any debt or liability to or any
claim or demand of any contractor, mechanic, supplier, materialman or laborer and shall include
without limitation any mechanic’s notice of intention given to Landlord or Tenant, any stop order
given to Landlord or Tenant, any notice of refusal to pay naming Landlord or Tenant and any
injunctive or equitable action brought by any person entitled to any mechanic’s lien.



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     15. Landlord’s Right of Entry.



          (a) Tenant shall permit Landlord and the authorized representatives of Landlord and of any
mortgagee or any prospective mortgagee to enter the Premises at all reasonable times for the
purpose of (i) inspecting them or (ii) making any necessary repairs thereto or to the Property
and performing any work therein. During the progress of any work on the Premises or the Property,
Landlord shall attempt not to inconvenience Tenant, but shall not be liable for inconvenience,
annoyance, disturbance, loss of business or other damage to Tenant by reason of making any repair
or by bringing or storing materials, supplies, tools and equipment in the Premises during the
performance of any work, and the obligations of the Tenant under this lease shall not be thereby
affected in any manner whatsoever.




          (b) Landlord shall have the right at all reasonable times to enter and to exhibit the
Premises for the purpose of sale or mortgage, and during the last nine (9) months of the term of
this lease, to enter and to exhibit the Premises to any prospective tenant.




     16. Damage by Fire or Other Casualty.



          (a) If the Premises or Building shall be damaged or destroyed by fire or other casualty,
Tenant shall promptly notify Landlord, and Landlord, subject to the mortgagee’s consent and to the
conditions set forth in this Article 16, shall repair, rebuild or replace such damage and restore
the Premises to substantially the same condition in which they were immediately prior to such
damage or destruction provided, however, that Landlord shall only be obligated to restore such
damage which is covered by the fire and other extended coverage insurance policies.




          (b) The work shall be commenced promptly and completed with due diligence, taking into
account the time required by Landlord to effect a settlement with, and procure insurance proceeds
from, the insurer, and for delays beyond Landlord’s reasonable control. If the time necessary to
complete such work is determined by Landlord to be in excess of six (6) months, Tenant may
terminate this agreement by giving Landlord written notice within ten days of notification by
Landlord.




          (c) The net amount of any insurance proceeds (excluding proceeds received pursuant to a
rental coverage endorsement) recovered by reason of the damage or destruction of the Building in
excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such
excess amount being hereinafter called the “net insurance proceeds”) shall be applied towards the
reasonable cost of restoration. If in Landlord’s sole opinion the net insurance proceeds will not
be adequate to complete such restoration, Landlord shall have the right to terminate this lease
and all the unaccrued obligations of the parties hereto by sending a written notice of such
termination to Tenant, the notice to specify a termination date no less than ten (10) days after
its transmission; provided, however, that except during the last two (2) years of the term, Tenant
may require Landlord to withdraw the notice of termination by agreeing to pay the cost of
restoration in excess of the net insurance proceeds and by giving Landlord adequate security for
such payment prior to the termination date specified in Landlord’s notice of termination. If the
net insurance proceeds are more than adequate, the amount by which the net insurance proceeds
exceed the cost of restoration shall be retained by Landlord or applied to repayment of any
mortgage secured by the Premises.




          (d) Landlord’s obligation or election to restore the
Premises under this Article shall not include the repair,





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restoration or replacement of the fixtures, improvements, alterations, furniture or any other
property owned, installed, made by, or in the possession of Tenant.




          (e) Landlord shall maintain insurance against loss or damage to the Building by fire and
such other casualties as may be included within fire and extended coverage insurance or all risk
insurance, together with a rental coverage endorsement or other comparable form of coverage.
Tenant shall receive an abatement of its Minimum Annual Rent to the extent of payments received
by Landlord from the carrier providing the rental coverage endorsement.




     17. Non-Abatement of Rent.



     Except as otherwise expressly provided as to damage by fire or by any other casualty in
Paragraph 16(e) and as to condemnation and in Paragraphs 19(a) and (b), there shall be no right
of setoff, abatement or reduction of the Minimum Rent, Additional Rent or other sums payable
hereunder for any cause whatsoever, and this lease shall not terminate, and Tenant shall not be
entitled to surrender the Premises.



     18. Indemnifications of Landlord.



     Tenant shall indemnify Landlord and save Landlord harmless from and against any and all
claims, actions, damages, liability and expense (including without limitation fees of attorneys,
investigators and experts) in connection with loss of life, personal injury or damage to property,
or caused to any person in or about the Premises or arising out of the occupancy or use by Tenant
of the Premises or any part thereof or occasioned wholly or in part by any act or omission of
Tenant, its agents, contractors, employees, licensees or invitees; unless such loss, injury or
damage was caused by the negligence of Landlord, its agents, contractors, employees, licensees or
invitees. Without limiting the foregoing, Tenant shall forever release and hold Landlord harmless
from all claims arising out of damage to Tenant’s property unless such damage occurs as a result of
Landlord’s negligence. In case any such claim, action or proceeding is brought against Landlord,
upon notice from Landlord and at Tenant’s sole cost and expense, Tenant shall resist or defend such
claim, action or proceeding or shall cause it to be resisted or defended by an insurer.



     19. Condemnation.



          (a) Termination. (i) If all of the Premises are covered by a condemnation; or (ii) if any
part of the Premises is covered by a condemnation and the remainder thereof is insufficient for
the reasonable operation therein of Tenant’s business; or, (iii) subject to the provisions of
Paragraph (b)(i) hereof, if any of the Property is covered by a condemnation and, in Landlord’s
sole opinion, it would be impractical or the condemnation proceeds are insufficient to restore the
remainder of the Property; then, in any such event, this lease shall terminate and all obligations
hereunder shall cease as of the date upon which possession is taken by the condemnor and the rent
herein reserved shall be apportioned and paid in full by Tenant to Landlord to that date and all
rent prepaid for periods beyond that date shall forthwith be repaid by Landlord to Tenant.




          (b) Partial Condemnations.




          (i) If there is a partial condemnation and Landlord decides to terminate pursuant to
Paragraph (a) hereof, except during the last two (2) years of the term, Tenant may require
Landlord to withdraw its notice of termination by: (a) giving Landlord written notice thereof
within ten (10) days from transmission of Landlord’s notice to Tenant of Landlord’s intention





7









 







to terminate, (b) agreeing to pay the cost of restoration in excess of the condemnation proceeds
reduced by those sums expended by Landlord in collecting the condemnation proceeds, and (c)
giving Landlord adequate security for such payment within such ten (10) day period.




               (ii) If there is a partial condemnation and this lease has not been terminated pursuant to
Paragraph (a) hereof, Landlord shall restore the Building and the improvements which are part of
the Premises to a condition and sizes as nearly comparable as reasonably possible to the condition
and size thereof immediately prior to the date upon which possession shall have been taken by the
condemnor. If the condemnation proceeds are more than adequate to cover the cost of restoration
and the Landlord’s expenses in collecting the condemnation proceeds, any excess proceeds shall be
retained by Landlord or applied to repayment of any mortgage secured by the Premises.



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



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




          (d) Temporary Taking. If the condemnor should take only the right to possession for a fixed
period of time or for the duration of an emergency or other temporary condition, then,
notwithstanding anything hereinabove provided, this lease shall continue in full force and effect
without any abatement of 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. Landlord shall apply the
amount received from the condemnor applicable to the rent due hereunder net of costs to Landlord
for the collection thereof, or as much thereof as may be necessary for the purpose, toward the
amount due from Tenant as rent for that period; and, Tenant shall pay to Landlord any deficiency
between the amount thus paid by the condemnor and the amount of the rent, or Landlord shall pay to
Tenant any excess of the amount of the award over the amount of the rent.




     20. Quiet Enjoyment. Tenant, upon paying the Minimum Rent, Additional Rent and other
charges herein provided for, and observing and keeping all covenants, agreements and conditions of
this lease on its part to be kept, shall quietly have and enjoy the Premises during the term of
this lease without hindrance or molestation by anyone claiming by or through Landlord, subject,
however, to reasonable rules and regulations (herein called the “Rules and Regulations”) having
uniform applicability to all tenants of the Building and governing the use and enjoyment of the
Premises and the remainder of the Property; provided that the Rules and Regulations shall not
materially interfere with the Tenant’s use and enjoyment of the Premises in accordance with the
provisions



8









 




of this lease for general office purposes. The Tenant shall adhere to the Rules and Regulations
and shall cause its agents, employees, invitees, visitors and guests to do so. A copy of the
Rules and Regulations in effect on the date hereof is attached hereto as Exhibit “D”.




     21. Assignment and Subletting.



          (a) Restricted Assignment. Tenant shall not assign, mortgage, pledge or encumber this lease,
or sublet the whole or any part of the Premises, without the prior written consent of Landlord,
which consent shall not be unreasonably withheld. This prohibition against assigning or
subletting shall be construed to include a prohibition against any assignment or subletting by
operation of law, and/or a transfer by any person or persons controlling Tenant on the date of
the lease of such control to a person or persons not controlling Tenant on the date of the lease.
Without limiting the generality of the foregoing, if Tenant is a corporation or partnership, any
transfer, sale, pledge or other disposition of fifty percent (50%) or more of the stock or
partnership units of the Tenant shall necessitate notice being given to landlord.




          It is expressly agreed by Tenant, however, that in no event shall Landlord consent to an
assignment or sublet unless the rent thereunder is at a rate equal to or greater than the then
prevailing rate for unoccupied space in the Building or a comparable building in the area and
Landlord shall have approved the credit of the proposed subtenant. In the event any assignment of
this lease is made with or without Landlord’s consent (i.e, in violation of this lease), Tenant
nevertheless shall remain liable for the performance of all of the terms, conditions and covenants
of this lease and shall require any assignee to execute and deliver to Landlord an assumption of
liability agreement in form satisfactory to Landlord, including an assumption by the assignee of
all of the obligations of Tenant and the assignee’s ratification of and agreement to be bound by
all the provisions of this lease. Landlord shall be entitled to, and Tenant shall promptly remit
to Landlord as Additional Rent, any profit which may inure to the benefit of Tenant as a result of
any subletting of the Premises or assignment of this lease, whether or not consented to by
Landlord. Landlord’s consent to an assignment or sublet shall not be construed as consent to any
subsequent assignment or sublet. Tenant agrees to pay to Landlord, on demand, reasonable costs,
including attorneys’ fees incurred by Landlord in connection with review of any request by Tenant
for Landlord’s consent to an assignment or sublet.




     Notwithstanding anything herein contained to the contrary, it is expressly agreed by Tenant
and Landlord that Landlord shall be required to consent to an assignment or sublet if the rent
thereunder is at a rate equal to or greater than the rent due under this lease, or if Tenant
agrees to pay Landlord the difference between the rent due under this lease and the rent due under
the sublease or the assignment agreement and if Landlord approves the credit of the proposed
subtenant.



          (b) Percentage Agreements. It is agreed that Tenant shall not enter into any assignment,
sublease, license, concession or other agreement for use, occupancy or utilization of the whole or
any part of the Premises with or without Landlord’s consent, which provides for rental or other
payment for such use, occupancy or utilization based, in whole or in part on the net income or
profits derived by any person or entity from the space leased, used, occupied or utilized (other
than an amount based on a fixed percentage or percentages of receipts or sales), and any such
purported assignment, sublease, license, concession or other agreement shall be absolutely void
and ineffective as a conveyance of any right or interest in the possession, use, occupancy or
utilization of any part of the Premises.





9









 








     22. Environmental Compliance and Indemnification.



          (a) Hazardous Materials. The term “Hazardous
Materials” as used herein shall mean any substance or waste defined
or designated as hazardous or toxic waste, material, substance or
similar term by any present or future federal, state or municipal
environmental statute, code, ordinance, order, judgment, decree,
injunction, restriction, requirement, rule or regulation, and shall
include, without limitation, all of the following:




          (1) hazardous substances, as such term is defined in the Comprehensive Environmental
Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. Section 9601(14), as amended by
the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613
(Oct. 17, 19868) (“SARA”); (2) regulated substances, within the meaning of Title I of the
Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Sections 6991-6991 (i) , as amended by
SARA; (3) any element, compound or material which can pose a threat to the public health or the
environment when released into the environment; (4) hazardous waste, materials or substances or
contaminants as defined in and by the laws of the State of Pennsylvania; (7) an object or
material which is contaminated with any of the foregoing; (8) any other substance designated by
any of the Environmental Laws or a federal, state or local agency as detrimental to public
health, safety and the environment.




          (b) Tenant Representations. Tenant hereby covenants, represents and warrants that it shall
not use the Premises, the Common Areas and the Property for the purpose of refining, producing,
storing, handling, transferring, processing or transporting Hazardous Materials or in violation
of the Environmental Laws.




          (c) Compliance with Environmental Laws. Tenant shall operate the Premises or cause it to be
operated in compliance with the Environmental Laws and all applicable laws, rules and regulations
promulgated by the Environmental Protection Agency and the Department of Natural Resources and
Environmental Control of Pennsylvania, or any successor agencies thereto including, without
limitation, regulations governing underground storage tanks.




          (d) Indemnification. Tenant shall indemnify, defend and hold harmless Landlord, its
trustees, directors, officers, employees, agents, servants, successors and assigns from and
against any and all claims, liabilities, obligations, damages, penalties, causes of action,
costs and expenses (including attorneys’ fees, investigation, consultant and management fees and
court costs) arising from (i) Tenant or any of Tenant’s agents’ contractors’, employees’,
invitees’, or licensees’ use or occupancy of the Premises, the Common Areas or the Property
including, but not limited to, the release or discharge of Hazardous Materials in, on or about the
Premises, the Common Areas or the Property or (ii) the conduct of Tenant’s business or the business
of any of Tenant’s agents, contractors, employees, invitees, or licensees if such conduct involves
the use or misuse of hazardous material or (iii) any activity, work or things done, permitted or
suffered by Tenant or any of Tenant’s agents, contractors, employees, invitees, or licensees,
involving the use or misuse of hazardous material, including, but not limited to, the use,
treatment, production, handling, refining, transfer, processing, transporting, generating,
manufacturing, disposing or storage of any Hazardous Materials including, without limitation,
petroleum products, radon, asbestos, or polychlorinated biphenyls in, about or affecting the
Premises, the Common Areas, the Property or elsewhere or (iv) the violation of any Environmental
Laws or any federal, state or municipal environmental present and future laws, statutes, codes,
or, ordinances, orders, judgments, decrees, injunctions, rules, regulations, restrictions and
requirements, or (v) any act, event or occurrence affecting the Premises, the Common Areas or the





10









 







Property which results from the use, treatment, production, handling, refining, transfer,
processing, transporting, generating, manufacturing, disposing or storage of any Hazardous
Materials. In case any action or proceeding is brought against Landlord by reason of any such
claim or action of tenant, Tenant upon notice from Landlord shall defend the same at Tenant’s
expense by counsel satisfactory to Landlord. The provision of this Section shall survive the
termination or expiration of this lease and the surrender of the Premises by Tenant.




     23. Tenant Financing.



     Tenant agrees not to enter into, execute or deliver any financing agreement or create any
security interest on improvements, furniture or fixtures in the Premises other than with Landlord
as secured party without the prior written consent of Landlord and, in the event Tenant does so
execute or deliver such other financing agreement or create a security interest, such action on
the part of Tenant shall be considered an event of default under this lease entitling Landlord to
such remedies as are provided for herein.



     24. Subordination. This lease and Tenant’s rights hereunder shall be subject and
subordinate at all times in lien and priority to any first mortgage or other primary encumbrance
now or hereafter placed upon or affecting the Premises, and to any second mortgage or encumbrance
with the consent of the first mortgagee, and to all renewals, modifications, consolidations and
extensions thereof, without the necessity of any further instrument or act on the part of Tenant.
Tenant shall execute and deliver upon demand any further instrument or instruments confirming the
subordination of this lease to the lien of any such first mortgage or to the lien of any other
mortgage if requested to do so by Landlord with the consent of the first mortgagee, and any
further instrument or instruments of attornment that may be desired by any such mortgagee or
Landlord. Notwithstanding the foregoing, any mortgagee may at any time subordinate its mortgage to
this lease, without Tenant’s consent, by giving notice in writing to Tenant, and thereupon the
lease shall be deemed prior to such mortgage without regard to their respective dates of execution
and delivery, and in that event such mortgagee shall have the same rights with respect to this
lease as though this lease has been executed prior to the execution and delivery of the mortgage
and had been assigned to such mortgagee.



     25. Memorandum of Lease; Tenant’s Certificate.



          (a) Tenant, at any time and from time to time and within five (5) days after receipt of
Landlord’s written request, shall execute, acknowledge and deliver to Landlord a short form or
memorandum of this lease provided by Landlord for recording purposes.




          (b) Tenant, at any time and from time to time and within five (5) days after receipt of
Landlord’s written request, so long as there are no material and substantial defects in the
Premises which Landlord is obligated to remedy and which Landlord is not proceeding to remedy and
as long as Landlord is not otherwise in default of this lease, shall execute, acknowledge and
deliver to Landlord a written instrument in recordable form prepared by Landlord certifying that
this lease is unmodified and in full force and effect (or, if there have been modifications, that
it is in full force and effect as modified) and stating that the improvements required by Article 2
hereof have been completed, certifying that Tenant has accepted possession of the Premises; stating
the date on which the term of the lease commenced and the dates to which Minimum Rent, Additional
Rent and other charges have been paid in advance, if any; stating that to the best knowledge of the
signer of such instrument Landlord is not in default of this





11









 







lease; stating any other fact or certifying any other condition reasonably requested by Landlord
or required by any mortgagee or prospective mortgagee or purchaser of the Premises or any
interest therein; and stating that it is understood that such instrument shall be addressed to
Landlord and to any mortgagee, prospective mortgagee, purchaser or other party specified by
Landlord.




     26. Curing Tenant’s Default. If Tenant shall be in default in the performance of any
of its obligations hereunder, Landlord, without any obligation to do so, in addition to any other
rights it may have in law or equity, may elect to cure such default on behalf of Tenant after ten
(10) days written notice (except in the case of emergency) has been received by Tenant. Tenant
shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing
such default, including interest thereon from the respective dates of Landlord’s making the
payments and incurring such costs, provided that notice of such sums and costs are given within a
reasonable time, which sums and costs together with interest thereon shall be deemed Additional
Rent payable —promptly upon being billed therefor.



     27. Surrender; Holding Over.



          (a) At the expiration or earlier termination of the
term hereof, Tenant shall promptly yield up, clean and neat, and
in the same condition, order and repair in which they are required
to be kept throughout the term hereof, the Premises and all
improvements, alterations and additions thereto, and all fixtures
and equipment servicing the Building, ordinary wear and tear
excepted.




          (b) If Tenant, or any person claiming through Tenant,
shall continue to occupy the Premises after the expiration or
earlier termination of the term or any renewal thereof, such
occupancy shall be deemed to be under a month-to-month tenancy
under the same terms and conditions set forth in this lease;
except, however, that the Minimum Rent during such continued
occupancy shall be double the amount set forth in Paragraphs 5 (a)
and (b) hereof. Anything to the contrary notwithstanding, any
holding over by Tenant without Landlord’s prior written consent
shall constitute a default hereunder and shall be subject to all
the remedies set forth in Article 29 hereof.




     28. Defaults — Remedies.



          (a) Defaults. It shall be an event of default:




               (i) If Tenant does not pay in full when due and without demand any and all installments of
Minimum Rent or Additional Rent or any other charges or payments whether or not herein included as
rent; or



               (ii) If Tenant violates or fails to perform or otherwise breaches any agreement, term,
covenant or condition herein contained; or



               (iii) If Tenant abandons the Premises or removes or attempts to remove Tenant’s goods or
property therefrom other than in the ordinary course of business without having first paid to
Landlord in full all Minimum Rent, Additional Rent and other charges that may have become due as
well as all which will become due thereafter; or



               (iv) If Tenant becomes insolvent or bankrupt in any sense or makes an assignment for the
benefit of creditors or offers a composition or settlement to creditors, or if a petition in
bankruptcy or for reorganization or for an arrangement with creditors under any federal or state
law is filed by or against Tenant, or a bill in equity or other proceeding for the appointment of
a receiver, trustee, liquidator, custodian, conservator or



12









 




similar official for any of Tenant’s assets is commenced, or if any of the real or personal
property of Tenant shall be levied upon by any sheriff, marshal or constable; provided, however,
that any proceeding brought by anyone other than the parties to this lease under any bankruptcy,
reorganization, arrangement, insolvency, readjustment, receivership or similar law shall not
constitute a default until such proceeding, decree, judgment or order has continued unstayed for
more than sixty (60) consecutive days.




               (v) If any of the events enumerated in Paragraph (a) (iv) of this Article shall happen to
any guarantor of this lease;



          (b) Remedies. Then, and in any such event, Landlord shall have the following rights which
shall be cumulative:




               (i) To charge a late payment penalty of five (5%) percent of any amount owed to Landlord
pursuant to this lease which is not paid within five (5) days of the date which is set forth in
the lease if a date is specified, or, if a date is not specified, within thirty (30) days of the
mailing of a bill therefor by Landlord. If Landlord incurs a penalty directly related to any
payment which Tenant has failed to make within the times required in this lease, Tenant shall pay
Landlord, in addition to the late payment set forth above, the full amount of such penalty
incurred by Landlord.



               (ii) Only in events of monetary default or gross misuse of the property, to accelerate the
whole or any part of the rent for the entire unexpired balance of the term of this lease, as well
as all other charges, payments, costs and expenses herein agreed to be paid by Tenant, and any
rent or other charges, payments, costs and expenses if so accelerated shall, in addition to any
and all installments of rent already due and payable and in arrears, and any other charge or
payment herein reserved, included or agreed to be treated or collected as rent and any other
charge, expense or cost herein agreed to be paid by Tenant which may be due and payable and in
arrears, be deemed due and payable as if, by the terms and provisions of this lease, such
accelerated rent and other charges, payments, costs and expenses were on that date payable in
advance.



               (iii) Only in events of monetary default or gross misuse of the property, to enter the
Premises and without further demand or notice proceed to distress and sale of the goods, chattels
and personal property there found, to levy the rent and other charges herein payable as rent, and
Tenant shall pay all costs and officers’ commissions which are permitted by law, including
watchmen’s wages and sums chargeable to Landlord, and further including five per cent (5%)
commission(s) to the constable or other person making the levy, and in such case all costs,
officers’ commissions and other charges shall immediately attach and become part of the claim of
Landlord for rent, and any tender of rent without said costs, commissions and charges made after
the issuance of a warrant of distress, shall not be sufficient to satisfy the claim of Landlord.



               (iv) To re-enter the Premises, together with all additions, alterations and improvements,
and, at the option of Landlord, remove all persons and all or any property therefrom, either by
summary dispossess proceedings or by any suitable action or proceeding at law or by force or
otherwise, without being liable for prosecution or damages therefor, and repossess and enjoy the
Premises. Upon recovering possession of the Premises by reason of or based upon or arising out of
a default on the part of Tenant, Landlord may, at Landlord’s option, either terminate this lease
or make such alterations and repairs as may be necessary in order to relet the Premises and relet
the Premises or any part or parts thereof, either in Landlord’s name or otherwise, for a term or
terms which may, at Landlord’s option, be less than or exceed the



13









 




period which would otherwise have constituted the balance of the term of this lease and at such
rent or rents and upon such other terms and conditions as in Landlord’s sole discretion may seem
advisable and to such person or persons as may in Landlord’s discretion seem best; upon each such
reletting all rents received by landlord from such reletting shall be applied; first, to the
payment of any costs and expenses of such reletting, including brokerage fees and attorney’s fees
and all costs of such alterations and repairs; second, to the payment of any indebtedness other
than rent due hereunder from Tenant to Landlord; third, to the payment of rent due and unpaid
hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future
rent as it may become due and payable hereunder. If such rentals received from such reletting
during any month shall be less than that to be paid during that month by Tenant, Tenant shall pay
any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such
re-entry or taking possession of the Premises or the making of alterations or improvements
thereto or the reletting thereof shall be construed as an election on the part of Landlord to
terminate this lease unless written notice of such intention be given to Tenant. Landlord shall
in no event be liable in any way whatsoever for failure to relet the Premises or, in the event
that the Premises or any part or parts thereof are relet, for failure to collect the rent thereof
under such reletting. Tenant, for Tenant and Tenant’s successors and assigns, hereby irrevocably
constitutes and appoints Landlord Tenant’s and their agent to collect the rents due and to become
due under all subleases of the Premises or any parts thereof without in any way affecting
Tenant’s obligations to pay any unpaid balance of rent due or to become due hereunder.
Notwithstanding any such reletting without termination, Landlord may at any time hereafter elect
to terminate this lease for such previous breach.




               (v) To terminate this lease and the term hereby created without any right on the part of
Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition,
term or covenant broken. Whereupon Landlord shall be entitled to recover, in addition to any and
all sums and damages for violation of Tenant’s obligations hereunder in existence at the time of
such termination, damages for Tenant’s default in an amount equal to the amount of the rent
reserved for the balance of the term of this lease, as well as all other charges, payments, costs
and expenses herein agreed to be paid by Tenant, all discounted at the rate of six percent (6%)
per annum to their then present worth, less the fair rental value of the Premises for the
remainder of said term, also discounted at the rate of six percent (6%) per annum to its then
present worth, all of which amount shall be immediately due and payable from Tenant to Landlord.



               (vi) Whenever not prohibited by the law of the state in which the Property is located, when
this lease and the term or any extension or renewal thereof shall have been terminated on account
of any default by Tenant, or when the term hereby created or any extension or renewal thereof
shall have expired, it shall be lawful for any attorney of any court of record to appear as
attorney for Tenant as well as for all persons claiming by, through or under Tenant, and to sign
an agreement for entering in any competent court an amicable action in ejectment and judgment
against Tenant and all persons claiming by, through or under Tenant and therein confess judgment
for the recovery by Landlord of possession of the Premises, for which this lease shall be his
sufficient warrant; thereupon, if Landlord so desires, an appropriate writ of possession may issue
forthwith, without any prior writ or proceeding whatsoever, and provided that if for any reason
after such action shall have been commenced it shall be determined that possession of the Premises
remain in or be restored to Tenant, Landlord shall have the right for the same default and upon
any subsequent default or defaults, or upon the termination of this lease or Tenant’s right of
possession as hereinbefore set forth, to bring one or more further amicable



14









 




action or actions as hereinbefore set forth to recover possession of the Premises and confess
judgment for the recovery of possession of the Premises as hereinbefore provided.




          (c) Non-Waiver. No waiver by Landlord of any breach by Tenant of any of Tenant’s
obligations, agreements or covenants herein shall be a waiver of any subsequent breach or of any
obligation, agreement or covenant, nor shall any forbearance by Landlord to seek a remedy for any
breach by Tenant be a waiver by Landlord of any rights and remedies with respect to such or any
subsequent breach.




          (d) Grace Period. Notwithstanding anything hereinabove stated, except in the case of
emergency set forth in Article 27 and except in the event of any default enumerated in Paragraphs
(a) (iii), (iv) and (v) of this Article, neither party hereto shall exercise any right or remedy
provided for in this lease or allowed by law because of any default of the other, except those
remedies contained in Paragraph (b)(i) of this Article unless such party shall have first given
ten (10) days written notice thereof to the defaulting party for monetary default, thirty [30]
days for nonmonetary default, and the defaulting party shall have failed to cure the default
within such period; provided, however, that if the default consists of something other than the
failure to pay money which cannot reasonably be cured within ten (10) days, neither party hereto
shall exercise any such right or remedy if the defaulting party begins to cure the default within
the ten (10) days and continues actively and diligently in good faith to completely cure said
default; and further provide that Landlord shall not be required to give such ten (10) days notice
more than two (2) times during any twelve (12) month period.




          (e) Waiver of Trial By Jury. It is mutually agreed by and between Landlord and Tenant that
the respective parties hereto shall and they do hereby waive trial by jury in any action,
proceeding, or counterclaim brought by either of the parties hereto against the other on any
matters whatsoever arising out of or in any way connected with this lease.




          (f) Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to
Landlord is intended to be exclusive of any other right or remedy provided herein or by law, but
each shall be cumulative and in addition to every other right or remedy given herein or now or
hereafter existing at law or in equity or by statute.




          (g) Attorneys Fees. In any action, proceeding or cause of whatever kind taken by Landlord in
connection with the enforcement of the terms of this lease, Landlord shall be entitled to collect,
in addition to all costs, expenses, interest and late fees, its attorneys’ fees in the highest
amount permitted by law.




     29. Condition of Title and of Premises. Tenant represents that the Property, the Lot
and the Premises, the title thereto, the zoning thereof, the street or streets, sidewalks, parking
areas, curbs and access ways adjoining them, any surface and sub-surface conditions thereof, and
the present uses and non-uses thereof, have been examined by Tenant, and Tenant accepts them in the
condition or state in which they now are, or any of them now is, without relying on any
representation, covenant or warranty, express or implied, in fact or in law, by Landlord and
without recourse to Landlord, as to the title thereto, the encumbrances thereon, the appurtenances
thereto, the nature, condition or usability thereof or the use or uses to which the Premises and
the Property or any part thereof may be put, except as to work to be performed by Landlord pursuant
to Article 2 hereof. Tenant’s occupancy of the Premises shall constitute acceptance of the work
performed by Landlord pursuant to Article 2 hereof.



15









 





     30. Objections to Notices. Tenant’s failure to object to any statement, invoice, or
billing within a period of thirty (30) days after receipt thereof shall constitute Tenant’s
acquiescence with respect thereto and shall render such statement, invoice, or billing an account
stated between Landlord and Tenant.



     31. Interpretation.



          (a) Captions. The captions in this lease are for convenience only and are not a part of the
lease and do not in any way define, limit, describe or amplify the terms and provisions of this
lease or the scope or intent thereof.




          (b) Entire Agreement. This lease represents the entire agreement between the parties hereto
and there are no collateral or oral agreements or understandings between Landlord and Tenant with
respect to the Premises or the Property. No rights, easements or licenses are acquired in the
Property or any land adjacent to the Property by Tenant by implication or otherwise except as
expressly set forth in the provisions of this lease. This lease shall not be modified in any
manner except by an instrument in writing executed by the parties. Tenant agrees to make such
changes to this lease as are required by any mortgagee, provided such changes do not
substantially affect Tenant’s rights and obligations hereunder. The masculine (or neuter)
pronoun, singular number, shall include the masculine, feminine and neuter genders and the
singular and plural number.




          (c) Exhibits. Each writing or plan referred to herein as being attached hereto as an Exhibit
or otherwise designated herein as an Exhibit hereto is hereby made a part hereof.




          (d) Covenants. The terms, covenants and obligations set forth herein all constitute
conditions and not covenants of this lease.




          (e) Arbitration. Wherever arbitration is set forth herein as the appropriate resolution of a
dispute, issues shall be submitted for arbitration to the American Arbitration Association in the
city nearest to the Premises in which offices of the American Arbitration Association are located.
Landlord and Tenant will comply with the rules then obtaining of the American Arbitration
Association and the determination of award rendered by the arbitrator(s) shall be final,
conclusive and binding upon the parties and not subject to appeal, and judgment thereon may be
entered in any court of competent jurisdiction.




          (f) Interest. Wherever interest is required to be paid hereunder, such interest shall be at
the highest rate permitted under law.




     32. Definitions.



          (a) “Landlord”. The word “Landlord” is used herein to include the Landlord named above as
well as its heirs, successors and assigns, each of whom shall have the same rights, remedies,
powers, authorities and privileges as he would have had he originally signed this lease as
Landlord. Any such person, whether or not named herein, shall have no liability hereunder after he
ceases to hold title to the Premises except for obligations which may have theretofore accrued.
Neither Landlord nor any principal of Landlord nor any owner of the Building or the Lot, whether
disclosed or undisclosed, shall have any personal liability with respect to any of the provisions
of this lease or the Premises.




          (b) “Tenant”. The word “Tenant” is used herein to include the Tenant named above as well as
its successors and assigns, each of which shall be under the same obligations, liabilities and
disabilities and each of which shall have the same rights, privileges and powers as it would have
possessed had it





16









 







originally signed this lease as Tenant. Each and every of the persons named above as Tenant shall
be bound jointly and severally by the terms, covenants and agreements contained herein. However,
no such rights, privileges or powers shall inure to the benefit of any assignee of Tenant
immediate or remote, unless the assignment to such assignee is permitted or has been approved in
writing by Landlord. Any notice required or permitted by the terms of this lease may be given by
or to any one of the persons named above as Tenant, and shall have the same force and effect as
if given by or to all thereof.




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




          (d) “Person”. The word “person” is used herein to include a natural person, a partnership, a
corporation, an association, and any other form of business association or entity.




          (e) “Date of this Lease”. The “date of this lease” shall be the date upon which this lease
has been fully executed by both parties.




          (f) “Index”. The word “index” is used herein to mean the U.S. City Average Consumer Price
Index for Urban Wage Earners and Clerical Workers (Philadelphia Region) (revised series,
1982-1984-10D) issued from time to time by the Federal Bureau of Labor Statistics or any successor
agency that shall issue the index or any other measure hereafter employed by the Federal Bureau of
Labor Statistics or any successor agency in lieu of such Index. If there be any controversy as to
the measure to be substituted, then the controversy shall be resolved by arbitration. The
arbitrators shall be guided by the intention of the parties hereto to modify the Minimum Annual
Rent to reflect upward changes in the cost of living. The fees and expenses of the arbitration
shall be borne by Landlord and Tenant.




     33. Notices. All notices, demands, requests, consents,
certificates and waivers required or permitted hereunder from
either party to the other shall be in writing and sent by United
States certified mail, return receipt requested, postage prepaid.
Notices to Tenant shall be addressed to                                         . Notices
to Landlord shall be
addressed to Commonwealth Management Corporation, Agent, 62 Read’s Way, New Castle, Delaware
19720, with a copy to any mortgagee or other party designated by Landlord. Either party may at any
time, in the manner set forth for giving notices to the other, specify a different address to
which notices to it shall be sent. Notices mailed shall be presumed to have been received two (2)
business days from the mailing thereof.



     Notice required or permitted by the terms of this lease must be given to an officer of one of
the persons named above as Tenant, and shall have the same force and effect as if given by or to
all thereof.



     34. Security Deposit. At the time of signing this lease,
Tenant shall deposit with Landlord the one months base rent to be
retained by Landlord as cash security for the faithful performance
and observance by Tenant of the covenants, agreements and
conditions of this lease and/or to serve as security against damage
or destruction to the Premises caused by Tenant’s use and occupancy



17









 




of the Premises. Notwithstanding anything to the contrary contained in any law or statute now
existing or hereafter passed (i) Tenant shall not be entitled to any interest whatever on the cash
security, (ii) Landlord shall not be obligated to hold the cash security in trust or in a separate
account, and (iii) Landlord shall have the right to commingle the cash security with its other
funds. Landlord may use, apply or retain the whole or any part of the cash security to the extent
required for the payment of any Minimum Rent, any Additional Rent or any other sums payable
hereunder as to which Tenant is in default or to the extent required for the reimbursement to
Landlord of any sum which Landlord may expend or may be required to expend by reason of Tenant’s
default in respect to any of the covenants, agreements or conditions of this lease. If Tenant
shall fully and faithfully comply with all of the covenants, agreements and conditions of this
lease, the cash security shall be promptly returned to the Tenant after the expiration or
termination of this lease and surrender of the Premises to the Landlord be returned to Tenant
after the date fixed as the expiration of the term of this lease and surrender of the Premises to
Landlord. If the Premises are sold to a bona fide purchaser, Landlord shall have the right to
transfer the aforesaid cash security to such purchaser, by which transfer Landlord shall be
released from all liability for the return thereof, and Tenant shall look solely to the new
landlord for the return thereof.





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



Date signed: 7-1-96




	 	 	 	 	 
	LANDLORD: COMMONWEALTH/MANAGEMENT, CORP., AGENT

 
	By:  	/s/ Illegible
 	 
	Witness: (Illegible) 	 
	 
	Date signed: 6/20/96





TENANT: HEALTH BUSINESS SYSTEMS, INC.

 	 
	By:  	/s/
Louis Greenberg, CFO	 
	Attest: Diane Silva	 
	 	 	 	

[CORPORATE   SEAL] 	 
	 




18











 





RENTAL RIDER




     Tenant hereby agrees to pay when due, in monthly installments, on the first day of each month,
without notice, the following base rent on the 17,695 square feet of rentable area leased in the
building:



	 	 	 	 	 	 	 	 	 
	 	 	Rent Per	 	Monthly
	Term	 	Square Feet	 	Rental
	07/01/96 — 09/30/97
	 	$	11.25	 	 	$	16,589.06	 
	10/01/97 — 09/30/98
	 	$	11.50	 	 	$	16,957.71	 
	10/01/98 — 09/30/99
	 	$	11.75	 	 	$	17,326.35	 
	10/01/99 — 09/30/2000
	 	$	12.00	 	 	$	17,695.00	 
	10/01/2000 — 09/30/2001
	 	$	12.25	 	 	$	18,063.65	 






     Landlord will give three months of free rent to the Tenant to be taken as the second, third
and forth months of rent in the above lease term.



     Landlord will agree to provide the following improvements to the space at its sole cost and
expense:



     1) Construct two bathrooms within the premises, complete with fixtures. Womens’ to contain
three stalls; Mens’ to contain two stalls and two urinals. Approximate size of each 10’ by 15’.
Also construct one executive bathroom adjacent to the two executive offices;



     2) Construct demising walls to provide a secure premises;



     3) Rework the existing HVAC to provide for control of the units servicing the demised area;



     4) Repair and paint all walls as necessary;



     5) Construct walls within the main conference room to create three defined areas;




     6) Demolish a few interior walls and patch existing drywall where needed;



     7) Provide the Tenant the right to affix a sign on the exterior of the building above the new
entrance door to the suite;



     8) Provide the Tenant the right to place its’ name on the building monument sign which fronts
on the street.



     Tenant shall be allowed the right to terminate this lease at the end of the third lease year
if the principals of the company have sold greater than fifty percent (50%) of the company prior
to this date. In order to exercise this right of termination, the Tenant must give Landlord six
months prior written notice of the intent to terminate along with the payment of the unamortized



 









 




portion of the initial occupancy costs which, for the purposes of this rider, will equal seventy
five thousand dollars ($75,000).




	 	 	 	 	 	 	 
	Witness:

	 	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	COMMONWEALTH MANAGEMENT CORP., AGENT	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Illegible
 


	 	 
	 	/s/ Illegible
 

	 	 
	 
	 	 	 	 	 	 
	Witness:

	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	HEALTH BUSINESS SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
Diane Silva

	 	 	 	/s/ Louis Greenberg, CFO	 	 
	 


	 	 
	 	 

	 	 






 









 






RENTAL RIDER




     Tenant hereby agrees to pay when due, in monthly installments, on the first day of each month,
without notice, the following base rent on the 17,695 square feet of rentable area leased in the
building:



	 	 	 	 	 	 	 	 	 
	 	 	Rent Per	 	Monthly
	Term	 	Square Feet	 	Rental
	07/01/96 — 09/30/97
	 	$	11.25	 	 		$16,589.06	 
	10/01/97 — 09/30/98
	 	$	11-50	 	 		$16,957.71	 
	10/01/98 — 09/30/99
	 	$	11.75	 	 		$17,326.35	 
	10/01/99 — 09/30/2000
	 	$	12.00	 	 	7/1/00 $17,695.00 + 5140* + Electric on 5140
	10/01/2000 — 09/30/2001
	 	$	12.25	 	 	$18,063.65 + 5247 X plus electric on all
	10/01/2001
— 9/30/2003

	 	 	 	 	 	 	18,432.29 + 5354.16	 






     Landlord will give three months of free rent to the Tenant to be taken as the second, third
and forth months of rent in the above lease term.



     Landlord will agree to provide the following improvements to the space at its sole cost and
expense:



     1) Construct two bathrooms within the premises, complete with fixtures. Womens’ to contain
three stalls; Mens’ to contain two stalls and two urinals. Approximate size of each 10’ by 15’.
Also construct one executive bathroom adjacent to the two executive offices;



     2) Construct demising walls to provide a secure premises;



     3) Rework the existing HVAC to provide for control of the units servicing the demised area;



     4) Repair and paint all walls as necessary;



     5) Construct walls within the main conference room to create three defined areas;



     6) Demolish a few interior walls and patch existing drywall where needed;



     7) Provide the Tenant the right to affix a sign on the exterior of the building above the new
entrance door to the suite;



     8) Provide the Tenant the right to place its’ name on the building monument sign which fronts
on the street.



     Tenant shall be allowed the right to terminate this lease at the end of the third lease year
if the principals of the company have sold greater than fifty percent (50%) of the company prior to
this date. In order to exercise this right of termination, the Tenant must give Landlord six months
prior written notice of the intent to terminate along with the payment of the unamortized




 









 







portion of the initial occupancy costs which, for the purposes of this rider, will equal seventy
five thousand dollars ($75,000).




	 	 	 	 	 	 	 
	Witness:

	 	 
	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	COMMONWEALTH MANAGEMENT CORP., AGENT	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	Witness:

	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	HEALTH BUSINESS SYSTEMS, INC.