Exhibit 10.3

FIRST AMENDMENT TO SUBLEASE AGREEMENT


          This
FIRST
AMENDMENT TO SUBLEASE AGREEMENT (this “Amendment”) is made and entered
into as of this 15th
day of January, 2008 by and between REHABCARE GROUP, INC., a Delaware
corporation (“Sublessor”) and PRACTICE MANAGEMENT PARTNERS, INC., a
Maryland corporation (“Sublessee”).


          WHEREAS,
pursuant to that certain Office Lease agreement (the “Primary Lease”)
dated October 23, 2003 by and between Hill Management Services, Inc., a
Maryland corporation and agent for the owner (the “Landlord”), as
landlord, and Symphony Health Services, LLC (“Symphony”), as tenant, (as
amended by First Amendment to Lease dated February 25, 2004 by and between
Landlord and Symphony, as transferred by Symphony to Sublessor through a
Purchase and Sale Agreement dated May 3, 2006, as approved by the Landlord per
the Landlord Consent to Assignment dated June 26, 2006, and as further amended
by Second Amendment to Lease dated June ___, 2007 by and between Landlord and
Sublessor), Landlord leased to Sublessor certain premises (the “Premises”)
containing approximately 42,448 square feet, being Suite LL4 (approximately
1,762 square feet), Suite 500 (approximately 11,362 square feet), Suite 600
(approximately 16,756 square feet) and Suite 700 (approximately 4,684 square
feet, as reduced pursuant to the Second Amendment to Lease described above) in
that certain building known generally as “Executive Plaza IV” located at 11350
McCormick Road, Hunt Valley, Maryland 21031 (the “Building”). A copy of
the Primary Lease is attached to the Sublease (defined below) as Exhibit “A”
thereto.


          WHEREAS,
Sublessor and Sublessee entered into that certain Sublease Agreement dated as
of April 11, 2007 (the “Sublease”) with respect to the sublease of a
portion of the Premise consisting of a total of 29,880 square feet, being Suite
LL4 (approximately 1,762 square feet), Suite 500 (approximately 11,362 square
feet) and Suite 600 (approximately 16,756 square feet), as depicted in the
drawing attached to the Sublease as Exhibit “B” thereto (the “Subleased
Premises”).


          WHEREAS,
Sublessor and Sublessee now desire to expand the Subleased Premises to include
additional space containing approximately 3,547 square feet of space and known
as Suite 702 of the Building.


          NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Sublessor and Sublessee do hereby agree as follows:


          1.          Recitals.
The Recitals set forth above shall be incorporated herein by reference.


          2.          Subleased Premises. The Sublease
is hereby amended to include within the Subleased Premises the additional space
containing approximately 3,547 square feet of space and known as Suite 702 of
the Building, as generally depicted in Exhibit “A” to this Amendment
(the “Additional Space”). Sublessee shall have access to the Additional
Space on the date hereof for the limited purpose of making improvements or
alterations to the Subleased Premises and preparing the Additional Space for
occupancy; provided, however, that prior to the commencement of such work,
Sublessor shall receive Landlord’s written confirmation that such 







work is being undertaken under its direction and with its
permission.
Such occupancy of the Additional Space shall be subject to all terms and
conditions of the Sublease (as amended hereby), except that Sublessee shall not
be obligated to pay rent with respect to the Additional Space until the
Additional Space Rent Commencement Date (as defined in Section 3 below) occurs
and shall include the obligation to carry and maintain insurance pursuant to
the terms of Section 16D of the Primary Lease to cover activities undertaken on
its behalf in the Additional Space prior to the Additional Space Rent
Commencement Date.


          3.          Rent for Additional Space. In
addition to payment of Base Rent with respect to the original Subleased
Premises pursuant to Section 3 of the Sublease, Sublessee shall pay Base Rent
with respect to the Additional Space in the amount of Thirty Five Thousand Four
Hundred Seventy and No/100 Dollars ($35,470.00) per year (the “Additional
Space Base Rent”), which amount shall be paid in monthly installments
beginning on the Additional Space Rent Commencement Date and shall be prorated
for any partial month. The Additional Space Base Rent shall increase on the
first anniversary of the Additional Space Rent Commencement Date and on each
anniversary of the Additional Space Rent Commencement Date thereafter by three
percent (3%) of the Additional Space Base Rent applicable to the immediately
preceding year. For purposes hereof, the “Additional Space Rent Commencement
Date” shall mean the date on which Sublessor provides written notice to
Sublessee stating that (i) the systems serving the Additional Space are
operational, (ii) Sublessor has fulfilled its obligations pursuant to the first
sentence of Section 5 of this Amendment, and (iii) a copy of a certificate of
occupancy with respect to the Additional Space is attached thereto. Sublessee
shall be responsible for all Additional Rent associated with the Additional
space beginning on the Additional Space Rent Commencement Date. For purposes of
Sections 3(e) and 3(f) of the Sublease, Sublessee’s Proportionate Share shall,
beginning on the Additional Space Rent Commencement Date, equal 26.8%, which
figure represents a fraction, the numerator of which is the number of square
feet within the Subleased Premises (including the Additional Space)
(approximately 33,427 square feet, as such may be adjusted following any
exercise by the Sublease of its right of first refusal in the Sublease) and the
denominator of which is the number of square feet within the Building (approximately
124,838 square feet).


          4.          
Furniture. Sublessor hereby
agrees that all furniture currently located in the Additional Space may be
utilized by Sublessee at no additional charge. All such furniture is leased to
Sublessee in its “as is” condition, and Sublessor shall not be responsible for
any repairs or replacement of such furniture, except that Sublessor agrees that
it will remove from the Additional Space any furniture which Sublessee does not
intend to utilize and which Sublessee requests in writing that Sublessor
remove.


          5.          “As
Is.” Sublessor agrees that it will “touch up” the paint on the walls of the
Additional Space to create a consistent finish throughout the Additional Space
and have all carpeting in the Additional Space steam cleaned prior to the
Additional Space Rent Commencement Date. Except as expressly provided herein,
the Additional Space is subleased to Sublessee in its “as is” condition.
Sublessee understands and agrees that Sublessor is not making and has not at
any time made any warranties or representations of any kind or character,
express or implied, with respect to the Additional Space or the furniture
leased to Sublessee pursuant to Section 4 above, including but not limited to
any warranties or representations as to habitability, merchantability, fitness
for a particular purposes, title, zoning, tax consequences, latent or patent


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physical or environmental condition, utilities, operating history,
environmental condition, valuation, governmental approvals, compliance with
governmental laws or any other matter.


          6.          Consent.
Sublessor and Sublessee hereby acknowledge that this Amendment is contingent
upon the execution of that certain Landlord’s Consent to First Amendment to
Sublease by and among Sublessor, Sublessee and Landlord (the “Landlord’s
Consent to First Amendment to Sublease”), pursuant to which the Landlord
will consent to Sublessor’s subletting the Additional Space to Sublessee. The
Sublessee hereby agrees that it shall be responsible for payment of the $750
fee due to Landlord pursuant to the terms of such Landlord’s Consent to First
Amendment to Sublease and Section 12 of the Primary Lease. If such Landlord’s
Consent to First Amendment to Sublease is not executed by all parties thereto
within thirty (30) days from the execution of this Amendment, then this
Amendment shall be null and void, and both parties shall be released from all
liabilities and obligations under this Amendment (but not the unamended Sublease),
either in damages or otherwise, and neither party shall have any claim against
the other arising out of or relating to this Amendment. Sublessor and Sublessee
will cooperate, facilitate and take any and all reasonable actions to assist
Landlord in rendering a timely approval of this Amendment.


          7.          Brokerage.
Sublessor hereby represents that its sole broker in connection with this
Amendment is Blue & Orbrecht Realty, Inc. Sublessee hereby represents that
its sole broker in connection with this Amendment is CB Richard Ellis.
Sublessor shall pay such brokers a brokerage commission pursuant to a separate
agreement. Each party hereby indemnifies the other for any losses it may incur
by reason of any violation of this provision of this Amendment or a breach of
the representations contained herein.


          8.          Amendment.
Except as specifically amended hereby, the Sublease shall remain in full force
and effect and is ratified hereby.


[The remainder of this page has intentionally
been left blank. Signature page follows.]


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          IN
WITNESS WHEREOF, Sublessor and Sublessee have entered into this Amendment as of
the date and year first above written.


	
 

	
 

	
 

	
 


	
 

	
 

	
SUBLESSOR:


	
 

	
 

	
 

	
 


	
 

	
 

	
REHABCARE GROUP, INC.,

 a Delaware corporation


	
 

	
 

	
 

	
 


	
 

	
 

	
By: 

	



	
 

	
 

	
 

	



	
 

	
 

	
Name: 

	
Donald A.
 Adam


	
 

	
 

	
Title: SVP &
 CDO


	
 

	
 

	
 

	
 


	
 

	
 

	
SUBLESSEE:


	
 

	
 

	
 

	
 


	
 

	
 

	
PRACTICE MANAGEMENT
 PARTNERS, INC.,

 a Maryland corporation 


	
 


	
 

	
 

	
By: 

	



	
 

	
 

	
 

	



	
 

	
 

	
Name: 

	
John J.
 Robison


	
 

	
 

	
Title: Vice
 President, Administration





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LANDLORD’S CONSENT TO SUBLEASE


          This
Landlord’s Consent To Sublease (this “Sublet Consent”) is made as of this 19th day of April, 2007 by and
between HILL MANAGEMENT SERVICES, INC., a Maryland corporation, agent for the
owner (the “Landlord”), REHABCARE
GROUP, INC., a Delaware corporation (“Tenant”)1 and PRACTICE MANAGEMENT PARTNERS,
INC., a Maryland corporation (“Subtenant”).  


          Landlord
and SYMPHONY HEALTH SERVICES, LLC entered into an Office Lease dated October
26, 2003, a Storage Space Lease dated December 31, 2003 and a First Amendment
To Lease dated February 25, 2004 collectively known as (the “Lease”), for office suites known as Suite
LL4, Suite 500, Suite 600 and Suite 700 along with Storage Space #4 and Storage
Space #5 all of which consists of approximately 42,902 square feet (the “Leased Premises”) which has an address of
11350 McCormick Road, Executive Plaza IV, Baltimore, Maryland 21031 (the “Property”)


          Whereas
SYMPHONY HEALTH SERVICES, LLC transferred all of its rights, title and interest
in the Lease to Tenant through a Purchase and Sale Agreement dated May 3, 2006
as approved by Landlord per the Landlord Consent To Assignment dated June 26,
2006.


          Landlord
hereby grants its consent, subject to and specifically conditioned upon the
following terms and conditions, to the sublet of a portion of the Leased
Premises described as Suite LL4, Suite 500, Suite 600, Storage Space #4 and
Storage Space #5 collectively (the “Sublet
Premises”) as more particularly described in that certain Sublease
dated April 11, 2007 made by and between Tenant as sublandlord, and Subtenant; a
copy of which Sublease is attached hereto as Exhibit A.


          Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed thereto in the Lease or the Sublease, as the case may be. The titles
or headings to the various paragraphs of this Sublet Consent are for
convenience of reference only, do not define or limit the contents thereof, and
should be ignored in any construction thereof.


          As
conditions to Landlord’s consent to the sublet of the Sublet Premises, it is
understood and agreed as follows:


	
 

	
 


	
 

	
1. NO RELEASE. This Sublet Consent shall in no way release
the
 Tenant, or any other person or entity claiming by, through, or under Tenant
 including, without limitation, Subtenant, from any of its covenants,
 agreements, liabilities, and duties under the Lease (including, without
 limitation, all duties to cause and keep Landlord and others named or
 referred to in the Lease fully insured and indemnified with respect to any
 acts or omissions of Subtenant or its agents, employees, or invitees, or
 other matters arising by reason of the Sublease or Subtenant’s use or
 occupancy of the Sublet Premises), as the same may be amended from time to
 time, without respect to any provision to the contrary in the Sublease. In no
 event shall anything contained in this Sublet Consent be deemed a waiver of
 any of Landlord’s rights under the Lease.


	
 

	
 


	
 

	
2. NO APPROVAL OF SUBLEASE. This Sublet Consent does not
 constitute approval by Landlord of any of the provisions of the Sublease, or
 agreement thereto or therewith, but only approval of the sublet of the Sublet
 Premises to Subtenant.


	
 

	
 


	
 

	
3. NO AMENDMENT OF SUBLEASE. Tenant and Subtenant shall not
 amend in any respect the Sublease without the prior written approval of
 Landlord. In no event shall any such amendment, whether or not Landlord shall
 approve the same, affect or modify or be deemed to affect or modify the Lease
 in any respect.


	
 

	
 


	
 

	
4. LIMITED CONSENT. This Sublet Consent shall be deemed
 limited solely to the Sublease, and Landlord reserves the right to consent or
 to withhold consent with respect to any other matters under the Lease
 including, without limitation, any proposed alterations to the Premises or
 the Sublet Premises, and to any further or additional sublets, assignments,
 or other transfers of the Lease or any interest therein or thereto,
 including,





1







	
 

	
 


	
 

	
without
 limitation, a sub-sublet or any assignment of this Sublease.


	
 

	
 


	
 

	
5.
 TENANT’S LIABILITY; LANDLORD’S REMESIES. Tenant shall be liable to
 Landlord for any default under the Lease, whether such default is caused by
 Tenant or Subtenant or anyone claiming by, through, or under either Tenant or
 Subtenant. The foregoing shall not be deemed to restrict or diminish any
 right which Landlord may have against Subtenant pursuant to the Lease, or in
 law or equity for violation of the Lease or otherwise, including, without
 limitation, the right to enjoin or otherwise restrain any violation of the
 Lease by Subtenant. Landlord may at any time enforce the Lease against
 Tenant, Subtenant, or both.


	
 

	
 


	
 

	
6.
 SUBORDINATION TO LEASE. The sublease is, in all respects, subordinate
 and subject to the Lease, as the same may be amended. Furthermore, in the
 case of any conflict between the provisions of this Sublet Consent or the
 Lease and the provisions of the Sublease, the provisions of this Sublet
 Consent or the Lease, as the case may be, shall prevail unaffected by the
 Sublease.


	
 

	
 


	
 

	
7.
 FEE. Notwithstanding anything to the contrary herein, Tenant
 acknowledges and agrees that simultaneously with Tenant’s execution of this
 Sublet Consent, Tenant shall pay Landlord an amount equal to Seven Hundred
 Fifty and 00/100 Dollars ($750.00) as detailed in Section 12 of the Lease.


	
 

	
 


	
 

	
8.
 TERMINATION OF LEASE. If at any time prior to the expiration or
 termination of the Sublease, the Lease shall expire or terminate for any
 reason (or Tenant’s right to possession shall terminate without termination
 of the Lease), the Sublease shall simultaneously expire or terminate.
 However, Subtenant agrees, at the election and upon the written demand of
 Landlord, and not otherwise, to attorn to Landlord for the remainder of the
 term of the Sublease, such attornment to be upon all of the terms and
 conditions of the Lease, with such reasonable modifications as Landlord may
 require, except that the Minimum Rent set forth in the Sublease shall be
 substituted for the Minimum Rent set forth in the Lease and the computation of
 Additional Rent as provided in the Lease shall be modified as set forth in
 the Sublease.


	
 

	
 


	
 

	
The
 foregoing provisions of this Paragraph shall apply notwithstanding that, as a
 matter of law, the Sublease may otherwise terminate upon the termination of
 the Lease and shall be self-operative upon such written demand of the
 Landlord, and no further instrument shall be required to give effect to said
 provisions; provided, however, Subtenant agrees to execute an attornment
 agreement, in form and substance acceptable to Landlord, pursuant to which
 Subtenant confirms that all obligations owed to Tenant under the Sublease
 shall become obligations owed to Landlord for the balance of the term of the
 Sublease.


	
 

	
 


	
 

	
Notwithstanding
 anything herein to the contrary, in the event of the termination of the Lease
 prior to the end of the term of the Lease and provided that the term of the
 Sublease shall not then have expired and Subtenant is not then in material
 default (as hereinafter defined) under the Sublease beyond applicable notice
 and the expiration of cure periods, Subtenant’s peaceful and quiet enjoyment
 and possession of the Subleased Premises shall not be disturbed, and the
 Sublease shall continue in full force and effect as a direct lease with
 Landlord upon all the same terms and conditions thereof except as otherwise
 provided herein, and in such event Subtenant agrees to attorn to and
 recognize Landlord as the lessor under the Sublease and to pay all rents and
 additional rents payable thereunder to the Landlord; and the rights and
 obligations of Subtenant and the Landlord, as to each other, shall be
 identical to those between the Tenant and Subtenant, respectively, under the
 Sublease, except as otherwise provided herein (except that Landlord and
 Tenant hereby acknowledge that the actual agreed upon square footage of Suite
 500 is 11,417 square feet, rather than 11,362 as stated in the Sublease and
 Lease). As used herein, the term “material default” means any default which
 would permit the termination of the Sublease. Subtenant agrees with Landlord
 that if Landlord shall succeed to the interest of the Tenant under the
 Sublease, Landlord shall not be: (a) liable for any action or omission of
 Tenant other than liability for damages accruing after the date that Landlord
 succeeds to the interest of Tenant under the Sublease that relate to defaults
 under the Sublease existing after the date Landlord succeeds to the interest
 of Tenant under the Sublease; (b) subject to any off-sets or defenses that
 Subtenant may have against Tenant; (c) bound by any rent or additional rent
 that Subtenant may have paid for more than the then current month to Tenant;
 (d) bound by any security deposit that Subtenant may have paid unless those
 sums have actually been received by Landlord; (e) bound by any amendment or
 modification of the Sublease made without Landlord’s written consent; or (g)
 personally liable





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under
 the Sublease, with Subtenant expressly agreeing that any liability of
 Landlord under the Sublease shall be limited to Landlord’s ownership interest
 in the Property as defined in the Lease; if Subtenant obtains any money
 judgment against Landlord with respect to the Sublease or the relationship
 between Landlord and Subtenant, then Subtenant shall look solely to
 Landlord’s interest in the Property (including the rents, issues, profits,
 proceeds and other income from the Property received by Landlord from the
 operation thereof or from the sale, refinancing or other disposition of all
 or any part of the Landlord’s right, title or interest therein) to collect
 the judgment and Subtenant shall not collect or attempt to collect any such
 judgment out of any other assets of Landlord.


	
 

	
 


	
 

	
9.
 SERVICES. Tenant and Subtenant hereby agree that Landlord may furnish
 to the Sublet Premises services requested by Subtenant other than or in
 addition to those to be provided under the Lease, and bill the Subtenant
 directly for such services for the convenience of and without notice to
 Tenant. Subtenant hereby agrees to pay to Landlord all amounts that may
 become due for such services on the due dates therefore. If Subtenant shall
 fail to make such payment, Tenant agrees to pay such amounts to Landlord upon
 demand as Additional Rent under the Lease, and the failure to pay the same
 upon demand shall be a default under the Lease.


	
 

	
 


	
 

	
10.
 NO PRIVITY. Notwithstanding anything to the contrary in this Sublet
 Consent, in no event shall Landlord be deemed to be in privity of contract
 with Subtenant or owe any obligation or duty to Subtenant under the Lease or
 otherwise, any duties of Landlord under the Lease or required by law being in
 favor of, for the benefit of, and enforceable solely by Tenant.


	
 

	
 


	
 

	
11.
NOTICES. Subtenant agrees to promptly deliver a copy to Landlord of
all notices of default and all other notices sent to Tenant under the
Sublease, and Tenant agrees to promptly deliver a copy to Landlord of all
such notices sent to Subtenant under the Sublease. All copies of any such
notices shall be delivered personally or sent either by recognized notational
overnight courier service or by United States registered or certified mail,
postage prepaid, return receipt requested, to Hill Management Services, Inc.,
9640 Deereco Road, Timonium, Maryland 21093, with a copy to NQGR&G, Attn:
Real Estate Dept, 27th Floor, One South Street, Baltimore,
Maryland 21202-3201, or to such other place or persons as Landlord or its
agent may from time to time designate. 


	
 

	
 


	
 

	
12.
 REAL ESTATE BROKERS. Tenant and Subtenant jointly and severally agree
 to indemnify and hold Landlord harmless from all loss, costs (including,
 without limitation, reasonable attorney’s fees), damages, and expenses
 arising from any claims or demands of any broker or finder for any commission
 or fee due or alleged to be due in connection with the Sublease or this
 Sublet Consent.


	
 

	
 


	
 

	
13.
 CONSENT CONDITIONED; PARTIES BOUND. Tenant and Subtenant understand
 that Landlord has agreed to consent to the sublet of the Sublet Premises to
 Subtenant, and to execute this Sublet Consent, conditioned upon Tenant’s and
 Subtenant’s express acknowledgment of and agreement to be bound by all of the
 terms and conditions hereof. By executing this Sublet Consent, Tenant and
 Subtenant hereby acknowledge and agree to be bound by all of the terms and
 conditions of this Sublet Consent.


	
 

	
 


	
 

	
14.
 TERMINATION OF TENANT’S RENEWAL RIGHTS. Landlord and Tenant agree that
 all of Tenant’s renewal and/or extension rights under the Lease with respect
 to the Sublet Premises only are hereby terminated.


	
 

	
 


	
 

	
15.
 APPROVAL BY TENANT OF ALTERATIONS AND SIGNAGE. Pursuant to an Office
 Lease executed or to be executed between Landlord and Subtenant with respect
 to the Sublet Premises, Landlord is to make certain alterations to the Sublet
 Premises and to provide new signage thereto reflecting Subtenant as the
 occupant of the Sublet Premises. Tenant hereby agrees that such alterations
 and new signage are approved by Tenant.


	
 

	
 


	
 

	
16.
 NON-DISTURBANCE AGREEMENT FROM LANDLORD’S MORTGAGE HOLDER. Landlord
 agrees to use its best efforts to obtain a non-disturbance agreement in favor
 of Subtenant from all existing and future Mortgagees during the term of the
 Sublease in a form satisfactory to each such Mortgagee. All fees associated
 with attaining the non-disturbance agreement shall be borne by Tenant.





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17.
 NO DEFAULTS. Landlord represents to Subtenant that as of the date of
 this Landlord’s Consent to Sublease, neither Subtenant nor Landlord are in
 default under the Lease.


	
 

	
 


	
 

	
18.
 MODIFICATIONS TO LEASE. Landlord and Tenant agree that with respect to
 Subtenant and the Sublet Premises, the Lease shall be modified as follows:
 (a) in Section 5B, subclause (g) shall be deemed deleted; (b) in Section 6,
 areas deemed as parking for visitors to the Building shall be specifically
 designated as “visitor parking”; (c) in Section 9, with respect to Suite LL4,
 Subtenant shall have the right to analyze and inspect the submeter and
 H.V.A.C. systems in order to determine that said submeter and H.V.A.C.
 systems are operating properly and in a manner sufficient to Subtenant; in
 addition, Subtenant shall have the right, at Subtenant’s expense, to modify
 and/or replace the existing H.V.A.C. systems serving Suite LL4; Landlord
 represents that the submeter measuring electric usage for Suite LL4 does not
 measure electric usage for any portion of the Property other than Suite LL4;
 and all charges by Landlord to Tenant and Subtenant as measured by any
 submeters shall be at the actual cost incurred by Landlord from the utility
 provider, without any mark-up or additional fees payable to Landlord; and (d)
 in Section 10, Landlord’s access to the Sublet Premises shall be after prior
 notice is provided to Subtenant (except in the case of an emergency).


	
 

	
 


	
 

	
19.
 ASSIGNMENT OR SUBLET ADDITIONAL PROCEEDS. In the event that Subtenant
 assigns or subleases the Sublet Premises, subject to any and all requirements
 for consent by Landlord and Tenant pursuant to the Lease and Sublease,
 Landlord, Tenant and Subtenant agree that (a) any proceeds in excess of the
 rent to be paid by Subtenant to Tenant pursuant to the Sublease shall be paid
 by Subtenant to Tenant pursuant to the Lease and (b) in the event that Tenant
 receives proceeds therefrom (including the rent to be paid to Tenant pursuant
 to the Sublease) in excess of the rents payable by Tenant to Landlord
 pursuant to the Lease for such Sublet Premises, Tenant shall pay over to
 Landlord fifty percent (50%) of such excess rents as and when collected.





[Remainder of page intentionally left blank]


4







          IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Landlord’s Consent to Sublease as of April 19th, 2007.


	
 

	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
 

	
 

	
LANDLORD:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
HILL MANAGEMENT SERVICES,
 INC.


	
 

	
 

	
 

	
agent for the owner


	
 


	


	
 

	
By:

	


	
(SEAL)


	


	
 

	
 

	
 

	


	
 


	
 

	
 

	
 

	
     Anthony E. Giulio,
 President


	
 

	
 

	
 

	
 


	
 

	
 

	
Date: 4/19/07








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST

	
 

	
 

	
TENANT:

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
REHABCARE GROUP, INC.

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	


	
 

	
By:

	


	
(SEAL)


	


	
 

	
 

	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Name: DAVID GRACE

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Title: SR. V.P.

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST

	
 

	
 

	
SUBTENANT:

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
PRACTICE MANAGEMENT
 PARTNERS, INC.


	
 

	
 

	
 

	
 

	
 

	
 


	


	
 

	
 

	
By:

	


	
(SEAL)


	


	
 

	
 

	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Name: Perry Snyder

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Title: CEO

	
 





5







Exhibit
A


SUBLEASE AGREEMENT


          This
SUBLEASE AGREEMENT (this “Sublease”) is entered into as of April 11,
2007 (the “Effective Date”), between RehabCare Group. Inc., a Delaware
corporation (“Sublessor”) and Practice Management Partners, Inc., a Maryland
corporation (“Sublessee”), with reference to the following:


          WHEREAS,
pursuant to that certain Office Lease agreement (the “Primary Lease”)
dated 23rd October, 2003 by and between Hill Management Services,
Inc., a Maryland corporation and agent for the owner (the “Landlord”),
as landlord, and Symphony Health Services, LLC (“Symphony”), as tenant,
(as amended on 25th February, 2004 and as transferred by Symphony to
Sublessor through a Purchase and Sale Agreement dated 3rd May 2006,
as approved by the Landlord per the Landlord Consent to Assignment dated 26th
June 2006), Landlord leased to Sublessor certain premises (the “Premises”)
containing approximately 42,448 square feet, being Suite LL4 (approximately
1,762 square feet), Suite 500 (approximately 11,362 square feet), Suite 600
(approximately 16,756 square feet) and Suite 700 (approximately 12,568 square
feet) in that certain building known generally as “Executive Plaza IV” located
at 11350 McCormick Road, Hunt Valley, Maryland 21031 (the “Building”). A
copy of the Primary Lease is attached hereto as Exhibit “A” and
incorporated herein by reference for all purposes.


          WHEREAS,
Sublessor desires to sublease a portion of the Premises to Sublessee, and
Sublessee wishes to sublease a portion of the Premises from Sublessor.


          NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Sublessor and Sublessee agree as follows:


1.       Sublease. Sublessor
subleases to
Sublessee, and Sublessee subleases from Sublessor, upon the terms and
conditions set forth herein, a portion of the Premises consisting of 29,880
square feet, being Suite LL4 (approximately 1,762 square feet), Suite 500
(approximately 11,362 square feet) and Suite 600 (approximately 16,756 square
feet) in the Building, as shown on the drawing attached hereto as Exhibit “B” and incorporated herein by
reference for all purposes (the “Subleased Premises”). In furtherance
thereof but without interfering with Sublessor’s ongoing operations as
described in Section 6(b) below, Sublessee shall have the right to use existing
telecom conduits or to construct new conduits, install cables, equipment and
other related telecommunications facilities for Sublessee’s network in the Premises,
and Sublessee may use all of Sublessor’s existing cables and connections. 


2.       Term. 


          (a)          Subject
to subsection (e) below, the term of the Sublease shall be for a period
commencing on May 1, 2007 (the “Commencement Date”), and ending at 11:59
p.m. on May 31, 2010 (the “Expiration Date”); provided, however, that
this Sublease shall terminate earlier upon termination, for any cause
whatsoever, of the Primary Lease.


          (b)          Notwithstanding
the foregoing and solely as an accommodation to Sublessee, Sublessor shall
provide Sublessee with early access the Subleased Premises







in accordance with the
following schedule: (i) Suite 500, as of the date of execution of this
Sublease, (ii) Suite 600, within fifteen (15) days of the date of execution of
this Sublease and (iii) Suite LL4, fifteen (15) days prior to the Commencement
Date. Sublessee’s access to Suite 500 and Suite 600 of the Subleased Premises
shall be limited to the purpose of making improvements and alterations to the
Subleased Premises; provided that prior to commencement of any such work,
Sublessor shall receive Landlord’s written confirmation that such work is being
undertaken under its direction and with its permission. Sublessee’s early
access to Suite LL4 shall be solely for the purposes of installing cabling,
computer equipment and telephone. With respect to its early access to the
Subleased Premises, Sublessee shall take reasonable steps to minimize
interference with Sublessor’s activities in Suite 600 of the Subleased Premises
(e.g., hanging of appropriate dust barriers and coordinating loud activities to
minimize disruptions). For the avoidance of doubt, Sublessee shall be required
to carry and maintain insurance pursuant to the terms of Section 16D of the Primary
Lease to cover activities undertaken on its behalf in the Subleased Premise
prior to the Commencement Date.


           (c)          The
parties hereto agree that there shall be no renewal option in connection with
this Sublease.


           (d)          In
the event that the Sublessee continues to hold possession of the Sublease
Premises after the expiration or sooner termination of this Sublease for any
reason, Sublessee shall pay to Sublessor all amounts payable for a holdover by
Tenant (and actually invoiced or claimed by the Landlord) under the terms of
Section 18 of the Primary Lease (it being understood that such payment shall be
determined with respect to the entirety of the Premises).


           (e)          The
Sublessor and Sublessee hereby agree that the Sublessor shall retain possession
of a portion of Suite 600 beyond the Commencement Date until May 10, 2007. The
amount determined in accordance with the following formula shall be subtracted
from the first monthly payment of Base Rent due from the Sublessee to take into
account such accommodation:


                   
       ($15.50/365) × 9 (days) × square footage occupied by Sublessor.


3.        Rent.


           (a)          Subject
to the provisions of this Section 3, Sublessee agrees to pay Sublessor for the
use of the Subleased Premises without offset or deduction the annual base rent
of Four Hundred Sixty-three Thousand One Hundred Forty and 00/100 Dollars
($463,140.00) (“Base Rent”). Said Base Rent shall be paid in equal
monthly installments in advance on or before the first day of each calendar
month without notice or demand, together with all additional sums, charges or
other amounts of whatever nature to be paid by Sublessee to Sublessor in
accordance with the provisions of this Sublease, whether or not such sums,
charges or amounts are referred to as additional rent (collectively referred to
as “Additional Rent”). Base Rent for any partial month shall be
prorated. Sublessee shall pay the Base Rent and Additional Rent by wire
transfer (per the instructions attached as Exhibit
“C”), or in the event that wire transfer is unavailable, good
check or in lawful currency of the United States of America, to Sublessor at
Sublessor’s address, as set forth in Section 21 hereof, or to such other address
as Sublessor from time to time may specify by advance written notice to
Sublessee. No installment of Base Rent or Additional Rent


- 2 -







shall be deemed paid until
received by Sublessor. Any payment made by Sublessee to Sublessor on account of
Base Rent or Additional Rant may be credited by Sublessor to the payment of any
late charges then due and payable and to any Base Rent or Additional Rent then
past due before being credited to Base Rent and Additional Rent currently due.


           (b)          In
the event that any payments or installments of Base Rent, Additional Rent or
any other sums due under this Sublease are not received by Sublessor on or
before the seventh (7th) day after the due date thereof, Sublessor
shall give written notice thereof to Sublessee and Sublessee shall pay to
Sublessor an additional ten percent (10%) of such sums due as Additional Rent.
Such additional sum is payable, without demand from Sublessor, on or before the
first day of the next calendar month, and failure to do so shall be considered
non-payment of rent. In addition, any payment or installment of Base Rent,
Additional Rent or any other sums due under this Sublease not paid when due
shall bear interest from the due date until paid in full at a rate of ten
percent (10%) per annum.


           (c)          The
parties hereto agree that there shall be an abatement of all rent, including,
without limitation, Base Rent and Additional Rent set forth in subsection 3(e)
below, for the period commencing on the Commencement Date through October 31,
2007.


           (d)          The
Base Rent shall increase on the first year anniversary of the Commencement
Date, and on each year anniversary of the Commencement Date thereafter, by
three percent (3%) of the Base Rent applicable to the immediately preceding
year.


           (e)          Without
limiting in any way limiting Sublessee’s other obligations under this Sublease,
Sublessee agrees to pay to Sublessor, as Additional Rent, an amount equal to
23.9% (as determined pursuant to subsection (f) below, “Sublessee’s
Proportionate Share”) of:


	
 

	
 

	
 


	
 

	
(i)

	
increases in Operating
 Costs (as such term is defined in the Primary Lease) for any future calendar
 year after 2007 (provided, for purposes of this Sublease, the base year
 Operating Costs for 2007 shall be as established by the Landlord under the
 Primary Lease); provided, however, to the extent that total Operating Costs
 for 2007 are less than the Operating Costs for the first calendar year of the
 Primary Lease, the Operating Costs for the first calendar year of the Primary
 Lease shall be utilized as the base year Operating Costs for purposes of this
 Sublease and


	
 

	
 

	
 


	
 

	
(ii)

	
increases in taxes (as may
 be due in accordance with Section 4 of the Primary Lease) for any future
 fiscal year after fiscal year 2006/2007 (provided, for purposes of this
 Sublease, the fiscal year and the amount of base year taxes for fiscal year
 2006/2007 shall be as established by the Landlord under the Primary Lease).





Additional Rent with respect
to the amounts set forth in this subsection (e) shall be paid in accordance
with the timing of such similar payments as are made by the Sublessor to


- 3 -







the Landlord under the
Primary Lease. As of the date of this Sublease, it is the Landlord’s practice
to require annual payment of such amounts.


           (f)          For
purposes of this Sublease, Sublessee’s Proportionate Share shall mean and refer
to a fraction, the numerator of which is the number of square feet within the
Subleased Premises (approximately 29,880 square feet, as such may be adjusted
following any exercise by the Sublessee of its right of first refusal
hereinbelow) and the denominator of which is the number of square feet within
the Building (approximately 124,838 square feet).


4.        Primary
Lease.


           (a)          The
terms and conditions of the Primary Lease, to the extent set forth below (and
except as may be inconsistent with other provisions of this Sublease) are
incorporated by reference for all purposes and Sublessee, by Sublessee’s execution
hereof, acknowledges that Sublessor has furnished Sublessee with a copy of the
Primary Lease and that Sublessee has examined the Primary Lease and is familiar
with the terms thereof. The incorporated provisions of the Primary Lease are
Sections 3, 4B, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24
and 26 (except subsections H and S), and subject to the following sentence,
with references in said sections to “Landlord” deemed to be “Sublessor”,
references to “Tenant” deemed to be “Sublessee” and references to the “Leased
Premises” deemed to be “Subleased Premises”. Notwithstanding the foregoing,
insofar as Landlord is or may be obligated to furnish any services to the
Premises, to repair or rebuild the same, to perform any other act whatsoever
with respect to the Premises or to perform any obligation or satisfy any
condition under the Primary Lease, Sublessee expressly acknowledges that
Sublessor does not undertake the performance or observance of such obligations,
but is only obligated to use reasonable efforts to obtain Landlord’s
performance for Sublessee’s benefit. Except as otherwise expressly provided in
this Sublease, Sublessee agrees to comply in all respects with the terms and
conditions of the Primary Lease insofar as the same are applicable to the
Subleased Premises.


           (b)        
This Sublease is subject and subordinate to all of the terms, covenants and
conditions of the Primary Lease and to all of the rights of Landlord under the
Primary Lease. In case of any conflict between the terms of this Sublease and
the provisions of the Primary Lease or the Landlord’s Consent to Sublease (as
defined below), the provisions of the Primary Lease or the Landlord’s Consent
to Sublease, as the case may be, shall prevail.


           (c)          In
any instance in where the Tenant under the Primary Lease is entitled to notice
prior to having to perform an obligation under the Primary Lease, Sublessor
shall use reasonable efforts to send, or cause to be sent, a similar notice to
Sublessee.


           (d)          Sublessor
represents to Sublessee that as of the date of this Sublease and as of the
Commencement Date, to Sublessor’s knowledge, neither Sublessor nor the Landlord
shall be in default under the Primary Lease.


5.        Limitation of
Liability and Indemnity. All
indemnification, hold harmless and release provisions contained in the Primary
Lease running to the benefit of Landlord are incorporated herein by reference
for the benefit of Sublessor as if Sublessor was the “Landlord” and Sublessee
was the “Tenant” under the Primary Lease; provided, for the


- 4 -







avoidance of doubt, such
provisions shall apply to, inter alia, any activities undertaken on Sublessee’s
behalf in the Subleased Premises prior to the Commencement Date. Except as
otherwise expressly provided in this Sublease, all indemnification, hold
harmless and release provisions contained in the Primary Lease running to the
benefit of the Sublessor are incorporated herein by reference for the benefit
of Sublessee as if Sublessee was the “Tenant” under the Primary Lease and
Sublessor was the “Landlord” under the Primary Lease. This paragraph is for the
benefit of the Sublessee, Sublessor and Landlord only, and no right of action
shall accrue hereunder to any third party by way of subrogation or otherwise.


6.        Furniture and
Equipment.


           (a)          Subject
to subsections (b) and (c) below, Sublessor hereby agrees to sell to Sublessee
such furniture, telephone equipment and other equipment and personal property (the
“Personal Property”) located in Suite 500 and Suite 600 as of the date
of this Sublease, as more particularly described on Exhibit “C”, and as to be scheduled to
the Bill of Sale, entered into or to be entered into, between Sublessor and
Sublessee, for a payment of Fifty Thousand and 00/100 Dollars ($50,000). All
such Personal Property is being sold without warranty in “as-is” condition, and
Sublessor shall not be responsible for any repairs or replacement of any such
Personal Property. Payment for the Personal Property shall be made 50% on the
date of execution of this Sublease and 50% on the Commencement Date.


           (b)          Sublessee
hereby agrees that Sublessor’s computer equipment located in Suite LL4 shall
remain the Sublessor’s property and may continue to be stored in and operated
from Suite LL4 until July 15, 2007, and provided further up to 1 HP Unix server
box and 4 Windows server boxes may continue to be stored in and operated from
Suite LL4 until October 31, 2007. For the benefit of storing and operating its
computer equipment in Suite LL4 subsequent to the Commencement Date, Sublessor
shall pay to Sublessee an amount of per month equal to the Utility Charge (as
calculated pursuant to the formula below) from the Commencement Date until the
earlier of (A) October 31, 2007 and (B) the date on which Sublessor removes its
remaining equipment from Suite LL4, pro-rated for partial months.


	
 

	
 

	
 

	
 


	
 

	
The Utility Charge =

	
A * B

	
 


	
 

	
 

	


	
 


	
 

	
 

	
C

	
 








	
 

	
 

	
 

	
 


	
 

	
where:

	 	
A = the monthly
 sub-metered utility charge for Suite LL4 invoiced by the Landlord;


	
 

	
 

	 	
 


	
 

	
 

	 	
B = the number of servers
 that Sublessor has operating in Suite LL4 (provided, that for purposes of
 calculating the Utility Charge, 1 Unix Production server box shall be counted
 as the equivalent of 5 Windows server boxes); and


	
 

	
 

	 	
 


	
 

	
 

	 	
C = the total number of
 servers operating in Suite LL4.





In addition, Sublessor shall
be entitled to utilize 60 telephone lines located in the Subleased Premises, at
Sublessor’s cost, until July 15, 2007. Sublessee hereby agrees to provide
Sublessor with reasonable access to such computer equipment at all times prior
to


- 5 -







its removal by the
Sublessor. In accordance with the foregoing provisions, Sublessee and Sublessor
shall coordinate the installation and de-installation of all cables and
connections so as to facilitate each of their computer and telephone needs.
Upon Sublessor’s vacancy of Suite LL4. Sublessor shall be responsible for any
repairs necessary to leave Suite LL4 in good working condition (other than with
respect to such damage directly attributable to Sublessee’s usage of Suite
LL4).


Notwithstanding the
foregoing, Sublessor and Sublessee agree to engage a consultant (at equal
shared cost) to review each of their respective power, cooling and cabling
needs in Suite LL4. To the extent that such consultant concludes that their
combined needs are not able to be prudently accommodated by Suite LL4 and the
Suite LL4 Equipment (as such term is defined below), Sublessor shall reduce the
usage of or remove its equipment from Suite LL4 in order to reach a safe usage
level as determined by such consultant.


           (c)          Sublessor
owns an environmental unit, generator and 50 KVA UPS/Battery (the “Suite LL4
Equipment”) that powers and cools Suite LL4. The ownership of the Suite LL4
Equipment shall transfer from Sublessor to Sublessee on the Commencement Date;
in furtherance thereof, the Suite LL4 Equipment shall be included in the Bill
of Sale to be entered into pursuant to subsection 6(a). From the Commencement
Date until July 15, 2007, Sublessee shall permit the Sublessor to share the use
of such unit pursuant to its continued use of Suite LL4 pursuant to subsection
(b) above. From the date of transfer (i.e., the Commencement Date) Sublessee
shall be responsible for all maintenance contracts, operating costs (subject to
the Utility Charge specified above) and any necessary repairs or replacements
of the Suite LL4 Equipment. The Suite LL4 Equipment shall be transferred
without warranty in “as-is” condition as of the Commencement Date.


7.        Alterations. Sublessee may not make any
non-structural alterations, decorations, installations, additions or
improvements to the Subleased Premises, including, but not limited to, the
installation of any fixtures, amenities, equipment, appliances, or other
apparatus (collectively, “Improvements”) without the express prior
written consent of Landlord and Sublessor, which consent shall not be
unreasonably withheld. Any and all structural alterations shall be subject to
Landlord’s sole discretion. Any Improvements to which Landlord and Sublessor
consent must be constructed and installed in accordance with (i) all
requirements contained in the Primary Lease and (ii) any requirements imposed
by Sublessor to protect Sublessor’s interest in the Primary Lease and/or in the
Subleased Premises. Further, upon termination of this Sublease, any
Improvements to the Subleased Premises shall remain in the Subleased Premises,
and Sublessee shall not have the right to remove such Improvements nor to any
monetary or other claim which Sublessee may have based on any such
Improvements. Solely to the extent required by Landlord under the terms of the
Primary Lease, Sublessor shall have the right to require Sublessee to remove,
at the expiration of the terms of this Sublease and at Sublessee’s cost and
expense, any and all improvements made by Sublessee, and Sublessee shall be
required to repair any damage to the Subleased Premises due to such removal.


8.        Damage and
Destruction.


           (a)          If
the Subleased Premises, or any portion thereof, are damaged or destroyed by any
cause whatsoever, such that the Primary Lease is terminated, this Sublease
shall terminate immediately upon termination of the Primary Lease. Rent and any
other payments for which Sublessee is liable shall be apportioned and paid to
the date


- 6 -







of such termination, and
Sublessee shall immediately deliver possession of the Subleased Premises to
Sublessor.


             (b)          If
all or any portion of the Subleased Premises is damaged or destroyed by any
cause whatsoever, and such damage or destruction is not significant enough to
cause a termination of the Primary Lease, Sublessor agrees, subject to Section
14A of the Primary Lease, to use good faith efforts to cause Landlord to repair
such damage provided, however, that should any damage and/or destruction be the
result of any act and/or omission of the Sublessee, the Sublessee agrees that
if the Landlord does not agree to repair such damage, the Sublessee shall be
liable for any expenses arising out of, and/or in connection with, Sublessor’s
reparations related to any such damage and/or destruction. Notwithstanding any
such damage, Sublessee shall continue to be obligated to pay all rent under
this Sublease during the period of restoration (subject only to any rent
abatement under the Primary Lease, as may be afforded to Sublessor pursuant to
Section 14A of the Primary Lease).


9.
        Condemnation. Upon any taking by condemnation or other
eminent domain proceeding of all or a portion of the Premises which results in
the termination of the Primary Lease, this Sublease shall terminate
concurrently with the Primary Lease. As between Sublessor and Sublessee, any
awards or damages payable as a result of such taking by condemnation or other
eminent domain proceeding shall be the sole property of Sublessor, and
Sublessee shall have no claim to any part thereof.


10.
      Insurance. For the avoidance of doubt, and in furtherance
of the provisions of Section 4 above, Sublessee shall be required to (i) comply
with the provisions of Section 16C of the Primary Lease (including, without
limitation, naming Sublessor as additional insured on all public liability and
special form insurance policies) and (ii) carry and maintain equivalent
insurance coverages to those required of Tenant under Sections 16 D and E of
the Primary Lease, in each case, as if Sublessor was the “Landlord” under the
Primary Lease and Sublessee was the “Tenant” under the Primary Lease.


11.
      Certificates. Sublessee agrees to furnish to Sublessor or
to Landlord certificates certifying as to any information reasonably requested
by either Sublessor or Landlord.


12.
      Certificates, Licenses and/or Permits. Sublessee shall, at
Sublessee’s sole expense, obtain all necessary documents, including, but not
limited to, certificates, licenses or permits to do business in the Subleased
Premises, which may be required by any governmental authorities.


13.
      Cumulative Rights and Remedies. No right or remedy contained
herein, in the Primary Lease or provided by law is intended to be exclusive of
any other right or remedy, but shall be cumulative and in addition to every
other right or remedy.


14.
      Right of First Refusal. During the Term, Sublessee shall
have the right of first refusal to lease any space that Sublessor then
currently leases from Landlord on the seventh (7th) floor of the Building (the
“Additional Space”). In the event Sublessor desires to sublease the
Additional Space to a third party, Sublessor shall provide written notice to
Sublessee of the terms and conditions under which Sublessor is offering to
sublease the Additional Space to such third party. Sublessee shall have ten
(10) business days to exercise its right of first refusal at the higher of the
then current Base Rent rate paid by


- 7 -







Sublessee and the agreed
upon base rent rate accepted by the third party. Any tenant improvement
allowance and/or concessions shall be prorated over the remaining term of the
Sublease.


15.
        Assignment and Subletting. Subject in all events to all
restrictions and consent rights of the Landlord under the Primary Lease
(including Sublessee’s payment of the applicable fee to Landlord for
consideration of any proposed transfer):


              (a)          Sublessee
shall have the right to sublease and assign all or any portion of the Subleased
Premises, subject to Sublessor’s consent, which consent shall not be
unreasonably withheld or delayed. Any rent amount collected above the rent
agreed to be paid under this Sublease shall be paid to the Sublessor.


              (b)          So
long as Sublessee is not in violation of this Sublease, Sublessee may assign or
sublet the Subleased Premises, or any portion thereof, without Sublessor’s
consent, to any corporation which controls, is controlled by or is under common
control with Sublessee, or to any corporation resulting from the merger or
consolidation with Sublessee, or to any person or entity which acquires all the
assets of Sublessee as a going concern of the business that is being conducted
on the Subleased Premises; provided that said assignee assumes, in full, the
obligations of Sublessee under this Sublease.


16.
        Parking. Subject to the terms and conditions of the
Primary Lease and all rules and regulations promulgated by Landlord and/or
Sublessor, Sublessee shall have the right to use and occupy up to eight (8)
indoor lower level parking spaces at the Building, at no additional charge to
Sublessee.


17.
        Storage Space. Sublessee shall have the right, at no
additional cost to Sublessee, to sublet the storage spaces SS#4 (214 square
feet) and SS#5 (208 square feet) in the Building being rented by the Sublessor
pursuant to the terms of that certain Storage Space Lease dated December 31,
2003 (attached hereto as Exhibit “D”).
Other than the rental fees due under such Storage Space Lease which Sublessee
shall not be required to pay, Sublessee’s use of such spaces shall be subject
to the terms and conditions set forth in the Storage Space Lease. 


18.
        Liability. Sublessee and Sublessor expressly agree that
Sublessor shall not be responsible to Sublessee for any acts and/or omissions
of Landlord under any circumstances which may affect Sublessee directly and/or
indirectly.


19.
       Security Deposit. Simultaneously with the execution of
this Sublease, Sublessee shall deposit with Sublessor the sum of Thirty-eight
Thousand Five Hundred Ninety-five and 00/100 Dollars ($38,595.00) (the “Security
Deposit”) to secure the faithful performance by Sublessee of all of the
terms, covenants and conditions of this Sublease. The Security Deposit shall be
refunded to Sublessee on the expiration of the Sublease term, less any part
thereof validly applied by Sublessor for any rent or other obligation or
liability of Sublessee hereunder. Sublessee agrees that if Sublessee shall fail
to pay the Base Rent or Additional Rent or any other amount or charge due
hereunder promptly when due, said Security Deposit may, at the option of the
Sublessor, be applied on any such sums due and unpaid, and if Sublessee
violates any of the other terms, covenants and conditions of this Sublease,
said Security Deposit


- 8 -







may be applied to any
damages suffered by Sublessor as a result of Sublessee’s default to the extent
of the amount of damages suffered. Should any of the Security Deposit have to
be used to pay sums due for any reason, and if this Sublease is kept in full
force and effect at the option of Sublessor, Sublessee shall reimburse
Sublessor the amount of such depletion, within ten (10) days after notice to
Sublessee by Sublessor of such depletion.


20.
       Consent. Sublessor and Sublessee hereby acknowledge that
this Sublease is contingent upon the execution of that certain Landlord’s
Consent to Sublease among Sublessor, Sublessee and Landlord (the “Landlord’s
Consent to Sublease”), pursuant to which the Landlord will consent to
Sublessor’s subletting the Sublease Premises to Sublessee. The Sublessee hereby
agrees that it shall be responsible for payment of the $750 fee due to Landlord
pursuant to the terms of such Landlord’s Consent to Sublease and Section 12 of
the Primary Lease. If such Landlord’s Consent to Sublease is not executed by
all parties thereto within thirty (30) days from the execution of this
Sublease, then this Sublease shall be null and void and both parties shall be
released from all liabilities and obligations hereunder, either in damages or
otherwise, and neither party shall have any claim against the other arising out
of or relating to this Sublease. Sublessor and Sublessee will cooperate,
facilitate, and take any and all reasonable actions to assist Landlord in
rendering a timely approval of this Sublease.


21.
        Notices. All notices, demands, requests, approvals and
consents (collectively referred to as “Notices”) required or permitted
under this Sublease shall be in writing and shall be either (i) personally
delivered with signed receipt, (ii) sent by first class certified mail – return
receipt request, postage prepaid, or (iii) sent by nationally-recognized,
overnight courier to the address set forth below. All Notices personally
delivered shall conclusively be deemed delivered at the time of such delivery.
All Notices sent by certified mail shall conclusively be deemed delivered two
(2) days after the deposit thereof in the United States mails. Al Notices
delivered by overnight courier shall conclusively be deemed made one (1)
business day after delivery to such courier service. Any party may designate a
change of address by notice to the other party, given at least ten (10) days
before such change of address is to become effective.


	
 

	
 

	
 


	
 

	
Address for Notices to
 Sublessor:


	
 

	
 


	
 

	
 

	
RehabCare Group, Inc.


	
 

	
 

	
7733 Forsyth Blvd., Suite
 2300


	
 

	
 

	
Saint Louis, Missouri
 63105-1806


	
 

	
 

	
Attention: General Counsel


	
 

	
 

	
 


	
 

	
 

	
with copy by facsimile to:
 314-863-0769


	
 

	
 

	
 


	
 

	
Address for Notices to
 Sublessee:


	
 

	
 


	
 

	
 

	
at the Subleased Premises,


	
 

	
 

	
 


	
 

	
 

	
with a copy to


	
 

	
 

	
 


	
 

	
 

	
Jeffrey Abarbanel, Esquire


	
 

	
 

	
Fedder and Garten
 Professional Association


	
 

	
 

	
36 S. Charles Street,
 Suite 2300


	
 

	
 

	
Baltimore, Maryland 21201





- 9 -









22.
        Signage. Sublessee shall have the same signage rights as
are accorded to the Sublessor pursuant to the terms of the Primary Lease.


23.
        Brokerage. Sublessor has entered into that certain
Exclusive Sub-listing Agreement
with Blue & Obrecht Realty, Inc. dated as of ______, 2006 (the “Sub-listing Agreement”). Sublessee hereby
represents that CB
Richard Ellis is its sole broker in connection with this Sublease. In
accordance with the terms of the Sub-listing Agreement, Sublessor agrees to pay
Blue & Obrecht Realty, Inc. fifty percent (50%) and CB Richard Ellis one
hundred percent (100%) (i.e., for a total payment by Sublessor of one hundred
fifty percent (150%)) of the brokerage fee set forth in such Sub-Listing
Agreement.


24.
        Amendments. All amendments to this
Sublease shall require the written agreement of Sublessor, Sublessee, and,
pursuant to the terms of the Landlord’s Consent to Sublease, Landlord.


- 10 -







ACCORDINGLY,
the parties have executed this Sublease as of the date first set forth above.


	
 

	
 

	
 

	
 

	
 


	
SUBLESSOR:

	
 

	
SUBLESSEE:


	
 

	
 

	
 

	
 

	
 


	
RehabCare
 Group, Inc.,

	
 

	
Practice
 Management Partners, Inc.,


	
a Delaware
 corporation

	
 

	
a Maryland
 corporation


	
 

	
 

	
 

	
 

	
 


	
By:

	


	
 

	
By:

	
 


	
 

	


	
 

	
 

	



	
Name

	
DAVID GRACE

	
 

	
Name:

	
 


	
 

	
 

	
 

	
 

	



	
Title:

	
SR. V.P.

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
WITNESS:


	
 

	
 

	
 

	
 

	
 


	
By:

	


	
 

	
By:

	
 


	
 

	


	
 

	
 

	



	
Name:

	
Penny Hedberg

	
 

	
Name:

	
 


	
 

	
 

	
 

	
 

	






- 11 -







ACCORDINGLY,
the parties have executed this Sublease as of the date first set forth above.


	
 

	
 

	
 

	
 

	
 


	
SUBLESSOR:

	
 

	
SUBLESSEE:


	
 

	
 

	
 

	
 

	
 


	
RehabCare
 Group, Inc.,

	
 

	
Practice
 Management Partners, Inc.,


	
a Delaware
 corporation

	
 

	
a Maryland
 corporation


	
 

	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
By:

	



	
 

	


	
 

	
 

	



	
Name

	
 

	
 

	
Name:

	
Perry Snyder


	
 

	


	
 

	
 

	
 


	
Title:

	
 

	
 

	
Title:

	
CEO


	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
WITNESS:


	
 

	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
By:

	



	
 

	


	
 

	
 

	



	
Name:

	
 

	
 

	
Name:

	
John  J. Robison


	
 

	


	
 

	
 

	
 





- 11 -







	
 

	
 

	
 


	
List of
Exhibits: 


	
 

	
 

	
 


	
Exhibit “A”

	
 

	
Primary  Lease


	
 

	
 

	
 


	
Exhibit “B”

	
 

	
Subleased Premises


	
 

	
 

	
 


	
Exhibit “C”

	
 

	
Personal Property


	
 

	
 

	
 


	
Exhibit “D”

	
 

	
Storage Space Lease





- 12 -







SUBLEASE
AGREEMENT


             This
SUBLEASE AGREEMENT (this “Sublease”) is entered into as of April 11,
2007 (the “Effective Date”), between RehabCare Group. Inc., a Delaware
corporation (“Sublessor”) and Practice Management Partners, Inc., a
Maryland corporation (“Sublessee”), with reference to the following:


             WHEREAS,
pursuant to that certain Office Lease agreement (the “Primary Lease”)
dated 23rd October, 2003 by and between Hill Management Services,
Inc., a Maryland corporation and agent for the owner (the “Landlord”),
as landlord, and Symphony Health Services, LLC (“Symphony”), as tenant,
(as amended on 25th February, 2004 and as transferred by Symphony to
Sublessor through a Purchase and Sale Agreement dated 3rd May 2006,
as approved by the Landlord per the Landlord Consent to Assignment dated 26th
June 2006), Landlord leased to Sublessor certain premises (the “Premises”)
containing approximately 42,448 square feet, being Suite LL4 (approximately
1,762 square feet), Suite 500 (approximately 11,362 square feet), Suite 600
(approximately 16,756 square feet) and Suite 700 (approximately 12,568 square
feet) in that certain building known generally as “Executive Plaza IV” located
at 11350 McCormick Road, Hunt Valley, Maryland 21031 (the “Building”). A
copy of the Primary Lease is attached hereto as Exhibit “A” and incorporated herein by reference for all
purposes.


             WHEREAS,
Sublessor desires to sublease a portion of the Premises to Sublessee, and
Sublessee wishes to sublease a portion of the Premises from Sublessor.


             NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Sublessor and Sublessee agree as follows:


1.          Sublease. Sublessor subleases to Sublessee, and
Sublessee subleases from Sublessor, upon the terms and conditions set forth
herein, a portion of the Premises consisting of 29,880 square feet, being Suite
LL4 (approximately 1,762 square feet), Suite 500 (approximately 11,362 square
feet) and Suite 600 (approximately 16,756 square feet) in the Building, as
shown on the drawing attached hereto as Exhibit
“B” and incorporated herein by reference for all purposes (the “Subleased
Premises”). In furtherance thereof but without interfering with Sublessor’s
ongoing operations as described in Section 6(b) below, Sublessee shall have the
right to use existing telecom conduits or to construct new conduits, install
cables, equipment and other related telecommunications facilities for
Sublessee’s network in the Premises, and Sublessee may use all of Sublessor’s
existing cables and connections.



2.          Term. 


             (a)          Subject
to subsection (e) below, the term of the Sublease shall be for a period
commencing on May 1, 2007 (the “Commencement Date”), and ending at 11:59
p.m. on May 31, 2010 (the “Expiration Date”); provided, however, that
this Sublease shall terminate earlier upon termination, for any cause
whatsoever, of the Primary Lease.


             (b)          Notwithstanding
the foregoing and solely as an accommodation to Sublessee, Sublessor shall
provide Sublessee with early access the Subleased Premises








in
accordance with the following schedule: (i) Suite 500, as of the date of
execution of this Sublease, (ii) Suite 600, within fifteen (15) days of the
date of execution of this Sublease and (iii) Suite LL4, fifteen (15) days prior
to the Commencement Date. Sublessee’s access to Suite 500 and Suite 600 of the
Subleased Premises shall be limited to the purpose of making improvements and
alterations to the Subleased Premises; provided that prior to commencement of
any such work, Sublessor shall receive Landlord’s written confirmation that
such work is being undertaken under its direction and with its permission.
Sublessee’s early access to Suite LL4 shall be solely for the purposes of
installing cabling, computer equipment and telephone. With respect to its early
access to the Subleased Premises, Sublessee shall take reasonable steps to
minimize interference with Sublessor’s activities in Suite 600 of the Subleased
Premises (e.g., hanging of appropriate dust barriers and coordinating loud
activities to minimize disruptions). For the avoidance of doubt, Sublessee
shall be required to carry and maintain insurance pursuant to the terms of
Section 16D of the Primary Lease to cover activities undertaken on its behalf
in the Subleased Premise prior to the Commencement Date.


             (c)          The
parties hereto agree that there shall be no renewal option in connection with
this Sublease.


             (d)          In
the event that the Sublessee continues to hold possession of the Sublease
Premises after the expiration or sooner termination of this Sublease for any
reason, Sublessee shall pay to Sublessor all amounts payable for a holdover by
Tenant (and actually invoiced or claimed by the Landlord) under the terms of
Section 18 of the Primary Lease (it being understood that such payment shall be
determined with respect to the entirety of the Premises).


             (e)          The
Sublessor and Sublessee hereby agree that the Sublessor shall retain possession
of a portion of Suite 600 beyond the Commencement Date until May 10, 2007. The
amount determined in accordance with the following formula shall be subtracted
from the first monthly payment of Base Rent due from the Sublessee to take into
account such accommodation:


                          ($15.50/365)
× 9 (days) × square footage occupied by Sublessor. 


3.          Rent.



             (a)          Subject to the provisions of this Section 3, Sublessee agrees to pay Sublessor
for the use of the Subleased Premises without offset or deduction the annual
base rent of Four Hundred Sixty-three Thousand One Hundred Forty and 00/100
Dollars ($463,140.00) (“Base Rent”). Said Base Rent shall be paid in equal
monthly installments in advance on or before the first day of each calendar
month without notice or demand, together with all additional sums, charges or
other amounts of whatever nature to be paid by Sublessee to Sublessor in
accordance with the provisions of this Sublease, whether or not such sums,
charges or amounts are referred to as additional rent (collectively referred to
as “Additional Rent”). Base Rent for any partial month shall be prorated.
Sublessee shall pay the Base Rent and Additional Rent by wire transfer (per the
instructions attached as Exhibit “C”), or in the event that wire transfer is
unavailable, good check or in lawful currency of the United States of America,
to Sublessor at Sublessor’s address, as set forth in Section 21 hereof, or to
such other address as Sublessor from time to time may specify by advance
written notice to Sublessee. No installment of Base Rent or Additional Rent  



- 2 -







shall
be deemed paid until received by Sublessor. Any payment made by Sublessee to
Sublessor on account of Base Rent or Additional Rant may be credited by
Sublessor to the payment of any late charges then due and payable and to any
Base Rent or Additional Rent then past due before being credited to Base Rent
and Additional Rent currently due.


             (b)          In
the event that any payments or installments of Base Rent, Additional Rent or
any other sums due under this Sublease are not received by Sublessor on or
before the seventh (7th) day after the due date thereof, Sublessor
shall give written notice thereof to Sublessee and Sublessee shall pay to
Sublessor an additional ten percent (10%) of such sums due as Additional Rent.
Such additional sum is payable, without demand from Sublessor, on or before the
first day of the next calendar month, and failure to do so shall be considered
non-payment of rent. In addition, any payment or installment of Base Rent,
Additional Rent or any other sums due under this Sublease not paid when due
shall bear interest from the due date until paid in full at a rate of ten
percent (10%) per annum.


             (c)          The
parties hereto agree that there shall be an abatement of all rent, including,
without limitation, Base Rent and Additional Rent set forth in subsection 3(e)
below, for the period commencing on the Commencement Date through October
31, 2007.


             (d)          The
Base Rent shall increase on the first year anniversary of the Commencement
Date, and on each year anniversary of the Commencement Date thereafter, by
three percent (3%) of the Base Rent applicable to the immediately preceding
year.


             (e)          Without
limiting in any way limiting Sublessee’s other obligations under this Sublease,
Sublessee agrees to pay to Sublessor, as Additional Rent, an amount equal to
23.9% (as determined pursuant to subsection (f) below, “Sublessee’s Proportionate
Share”) of:


	
 

	
 

	
 


	
 

	
 (i)

	
increases
 in Operating Costs (as such term is defined in the Primary Lease) for any
 future calendar year after 2007 (provided, for purposes of this Sublease, the
 base year Operating Costs for 2007 shall be as established by the Landlord
 under the Primary Lease); provided, however, to the extent that total
 Operating Costs for 2007 are less than the Operating Costs for the first
 calendar year of the Primary Lease, the Operating Costs for the first
 calendar year of the Primary Lease shall be utilized as the base year
 Operating Costs for purposes of this Sublease and


	
 

	
 

	
 


	
 

	
 (ii)

	
increases
 in taxes (as may be due in accordance with Section 4 of the Primary Lease)
 for any future fiscal year after fiscal year 2006/2007 (provided, for
 purposes of this Sublease, the fiscal year and the amount of base year taxes
 for fiscal year 2006/2007 shall be as established by the Landlord under the
 Primary Lease).





Additional
Rent with respect to the amounts set forth in this subsection (e) shall be paid
in accordance with the timing of such similar payments as are made by the
Sublessor to


- 3 -







the
Landlord under the Primary Lease. As of the date of this Sublease, it is the
Landlord’s practice to require annual payment of such amounts.


             (f)          For
purposes of this Sublease, Sublessee’s Proportionate Share shall mean and refer
to a fraction, the numerator of which is the number of square feet within the
Subleased Premises (approximately 29,880 square feet, as such may be adjusted
following any exercise by the Sublessee of its right of first refusal
hereinbelow) and the denominator of which is the number of square feet within
the Building (approximately 124,838 square feet).



4.          Primary Lease. 


             (a)          The
terms and conditions of the Primary Lease, to the extent set forth below (and
except as may be inconsistent with other provisions of this Sublease) are
incorporated by reference for all purposes and Sublessee, by Sublessee’s
execution hereof, acknowledges that Sublessor has furnished Sublessee with a
copy of the Primary Lease and that Sublessee has examined the Primary Lease and
is familiar with the terms thereof. The incorporated provisions of the Primary
Lease are Sections 3, 4B, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 20,
21, 23, 24 and 26 (except subsections H and S), and subject to the following
sentence, with references in said sections to “Landlord” deemed to be
“Sublessor”, references to “Tenant” deemed to be “Sublessee” and references to
the “Leased Premises” deemed to be “Subleased Premises”. Notwithstanding the
foregoing, insofar as Landlord is or may be obligated to furnish any services
to the Premises, to repair or rebuild the same, to perform any other act
whatsoever with respect to the Premises or to perform any obligation or satisfy
any condition under the Primary Lease, Sublessee expressly acknowledges that
Sublessor does not undertake the performance or observance of such obligations,
but is only obligated to use reasonable efforts to obtain Landlord’s
performance for Sublessee’s benefit. Except as otherwise expressly provided in
this Sublease, Sublessee agrees to comply in all respects with the terms and
conditions of the Primary Lease insofar as the same are applicable to the
Subleased Premises.


             (b)          This
Sublease is subject and subordinate to all of the terms, covenants and
conditions of the Primary Lease and to all of the rights of Landlord under the
Primary Lease. In case of any conflict between the terms of this Sublease and
the provisions of the Primary Lease or the Landlord’s Consent to Sublease (as
defined below), the provisions of the Primary Lease or the Landlord’s Consent
to Sublease, as the case may be, shall prevail.


             (c)          In
any instance in where the Tenant under the Primary Lease is entitled to notice
prior to having to perform an obligation under the Primary Lease, Sublessor
shall use reasonable efforts to send, or cause to be sent, a similar notice to
Sublessee.


             (d)          Sublessor
represents to Sublessee that as of the date of this Sublease and as of the
Commencement Date, to Sublessor’s knowledge, neither Sublessor nor the Landlord
shall be in default under the Primary Lease.


5.          Limitation of Liability and Indemnity.
All indemnification, hold harmless and release provisions contained in the
Primary Lease running to the benefit of Landlord are incorporated herein by
reference for the benefit of Sublessor as if Sublessor was the “Landlord” and
Sublessee was the “Tenant” under the Primary Lease; provided, for the


- 4 -







avoidance of doubt, such
provisions shall apply to, inter alia, any activities undertaken on Sublessee’s
behalf in the Subleased Premises prior to the Commencement Date. Except as
otherwise expressly provided in this Sublease, all indemnification, hold
harmless and release provisions contained in the Primary Lease running to the
benefit of the Sublessor are incorporated herein by reference for the benefit
of Sublessee as if Sublessee was the “Tenant” under the Primary Lease and
Sublessor was the “Landlord” under the Primary Lease. This paragraph is for the
benefit of the Sublessee, Sublessor and Landlord only, and no right of action
shall accrue hereunder to any third party by way of subrogation or otherwise.



6.          Furniture and Equipment. 



             (a)          Subject
to subsections (b) and (c) below, Sublessor hereby agrees to sell to Sublessee
such furniture, telephone equipment and other equipment and personal property
(the “Personal Property”) located in Suite 500 and Suite 600 as of the date of
this Sublease, as more particularly described on Exhibit “C”, and as to be
scheduled to the Bill of Sale, entered into or to be entered into, between
Sublessor and Sublessee, for a payment of Fifty Thousand and 00/100 Dollars
($50,000). All such Personal Property is being sold without warranty in “as-is”
condition, and Sublessor shall not be responsible for any repairs or
replacement of any such Personal Property. Payment for the Personal Property
shall be made 50% on the date of execution of this Sublease and 50% on the
Commencement Date.  


             (b)          Sublessee
hereby agrees that Sublessor’s computer equipment located in Suite LL4 shall
remain the Sublessor’s property and may continue to be stored in and operated
from Suite LL4 until July 15, 2007, and provided further up to 1 HP Unix server
box and 4 Windows server boxes may continue to be stored in and operated from
Suite LL4 until October 31, 2007. For the benefit of storing and operating its
computer equipment in Suite LL4 subsequent to the Commencement Date, Sublessor
shall pay to Sublessee an amount of per month equal to the Utility Charge (as
calculated pursuant to the formula below) from the Commencement Date until the
earlier of (A) October 31, 2007 and (B) the date on which Sublessor removes its
remaining equipment from Suite LL4, pro-rated for partial months.


	
 

	
 

	
 


	
 

	
The Utility Charge = A * B

	
 


	
 

	


	
 


	
 

	
C   

	
 








	
 

	
 

	
 


	
 

	
where:

	
A
 = the monthly sub-metered utility charge for Suite LL4 invoiced by the
 Landlord;


	
 

	
 

	
 


	
 

	
 

	
B
 = the number of servers that Sublessor has operating in Suite LL4 (provided,
 that for purposes of calculating the Utility Charge, 1 Unix Production server
 box shall be counted as the equivalent of 5 Windows server boxes); and


	
 

	
 

	
 


	
 

	
 

	
C = the total number of
 servers operating in Suite LL4.





In
addition, Sublessor shall be entitled to utilize 60 telephone lines located in
the Subleased Premises, at Sublessor’s cost, until July 15, 2007. Sublessee
hereby agrees to provide Sublessor with reasonable access to such computer
equipment at all times prior to


- 5 -







its
removal by the Sublessor. In accordance with the foregoing provisions,
Sublessee and Sublessor shall coordinate the installation and de-installation
of all cables and connections so as to facilitate each of their computer and
telephone needs. Upon Sublessor’s vacancy of Suite LL4, Sublessor shall be
responsible for any repairs necessary to leave Suite LL4 in good working
condition (other than with respect to such damage directly attributable to
Sublessee’s usage of Suite LL4).


Notwithstanding
the foregoing, Sublessor and Sublessee agree to engage a consultant (at equal
shared cost) to review each of their respective power, cooling and cabling
needs in Suite LL4. To the extent that such consultant concludes that their
combined needs are not able to be prudently accommodated by Suite LL4 and the
Suite LL4 Equipment (as such term is defined below), Sublessor shall reduce the
usage of or remove its equipment from Suite LL4 in order to reach a safe usage
level as determined by such consultant.



             (c)          Sublessor
owns an environmental unit, generator and 50 KVA UPS/Battery (the “Suite LL4 Equipment”) that powers and cools Suite LL4. The ownership of the Suite LL4
Equipment shall transfer from Sublessor to Sublessee on the Commencement Date;
in furtherance thereof, the Suite LL4 Equipment shall be included in the Bill
of Sale to be entered into pursuant to subsection 6(a). From the Commencement
Date until July 15, 2007, Sublessee shall permit the Sublessor to share the use
of such unit pursuant to its continued use of Suite LL4 pursuant to subsection
(b) above. From the date of transfer (i.e., the Commencement Date) Sublessee
shall be responsible for all maintenance contracts, operating costs (subject to
the Utility Charge specified above) and any necessary repairs or replacements
of the Suite LL4 Equipment. The Suite LL4 Equipment shall be transferred
without warranty in “as-is” condition as of the Commencement Date. 



7.          Alterations. Sublessee may not make any
non-structural alterations, decorations, installations, additions or
improvements to the Subleased Premises, including, but not limited to, the
installation of any fixtures, amenities, equipment, appliances, or other
apparatus (collectively, “Improvements”) without the express prior written
consent of Landlord and Sublessor, which consent shall not be unreasonably
withheld. Any and all structural alterations shall be subject to Landlord’s
sole discretion. Any Improvements to which Landlord and Sublessor consent must
be constructed and installed in accordance with (i) all requirements contained
in the Primary Lease and (ii) any requirements imposed by Sublessor to protect
Sublessor’s interest in the Primary Lease and/or in the Subleased Premises.
Further, upon termination of this Sublease, any Improvements to the Subleased
Premises shall remain in the Subleased Premises, and Sublessee shall not have
the right to remove such Improvements nor to any monetary or other claim which
Sublessee may have based on any such Improvements. Solely to the extent
required by Landlord under the terms of the Primary Lease, Sublessor shall have
the right to require Sublessee to remove, at the expiration of the terms of
this Sublease and at Sublessee’s cost and expense, any and all improvements
made by Sublessee, and Sublessee shall be required to repair any damage to the
Subleased Premises due to such removal.  


8.          Damage
and Destruction.


             (a)          If
the Subleased Premises, or any portion thereof, are damaged or destroyed by any
cause whatsoever, such that the Primary Lease is terminated, this Sublease
shall terminate immediately upon termination of the Primary Lease. Rent and any
other payments for which Sublessee is liable shall be apportioned and paid to
the date


- 6 -







of
such termination, and Sublessee shall immediately deliver possession of the
Subleased Premises to Sublessor.


             (b)          If
ail or any portion of the Subleased Premises is damaged or destroyed by any
cause whatsoever, and such damage or destruction is not significant enough to
cause a termination of the Primary Lease, Sublessor agrees, subject to Section
14A of the Primary Lease, to use good faith efforts to cause Landlord to repair
such damage provided, however, that should any damage and/or destruction be the
result of any act and/or omission of the Sublessee, the Sublessee agrees that
if the Landlord does not agree to repair such damage, the Sublessee shall be
liable for any expenses arising out of, and/or in connection with, Sublessor’s
reparations related to any such damage and/or destruction. Notwithstanding any
such damage, Sublessee shall continue to be obligated to pay all rent under
this Sublease during the period of restoration (subject only to any rent
abatement under the Primary Lease, as may be afforded to Sublessor pursuant to
Section 14A of the Primary Lease).


9.          Condemnation. Upon any taking by condemnation or
other
eminent domain proceeding of all or a portion of the Premises which results in
the termination of the Primary Lease, this Sublease shall terminate
concurrently with the Primary Lease. As between Sublessor and Sublessee, any
awards or damages payable as a result of such taking by condemnation or other
eminent domain proceeding shall be the sole property of Sublessor, and
Sublessee shall have no claim to any part thereof.


10.         Insurance. For the avoidance of doubt, and in
furtherance of the provisions of Section 4 above, Sublessee shall be required
to (i) comply with the provisions of Section 16C of the Primary Lease
(including, without limitation, naming Sublessor as additional insured on all
public liability and special form insurance policies) and (ii) carry and
maintain equivalent insurance coverages to those required of Tenant under
Sections 16 D and E of the Primary Lease, in each case, as if Sublessor was the
“Landlord” under the Primary Lease and Sublessee was the “Tenant” under the
Primary Lease.



11.         Certificates. Sublessee agrees to furnish to Sublessor or
to Landlord certificates certifying as to any information reasonably requested
by either Sublessor or Landlord. 



12.         Certificates, Licenses and/or Permits. Sublessee shall, at
Sublessee’s sole expense, obtain all necessary documents, including, but not
limited to, certificates, licenses or permits to do business in the Subleased
Premises, which may be required by any governmental authorities. 



13.         Cumulative Rights and Remedies.
No right or remedy contained herein, in the Primary Lease or provided by law is
intended to be exclusive of any other right or remedy, but shall be cumulative
and in addition to every other right or remedy. 


14.         Right of First Refusal. During the Term, Sublessee shall have the right of first refusal to lease any
space that Sublessor then currently leases from Landlord on the seventh (7th)
floor of the Building (the “Additional Space”). In the event Sublessor desires
to sublease the Additional Space to a third party, Sublessor shall provide
written notice to Sublessee of the terms and conditions under which Sublessor
is offering to sublease the Additional Space to such third party. Sublessee
shall have ten (10) business days to exercise its right of first refusal at the
higher of the then current Base Rent rate paid by  


- 7 -







Sublessee
and the agreed upon base rent rate accepted by the third party. Any tenant
improvement allowance and/or concessions shall be prorated over the remaining
term of the Sublease.



15.          Assignment and Subletting.
Subject in all events to all restrictions and consent rights of the Landlord
under the Primary Lease (including Sublessee’s payment of the applicable fee to
Landlord for consideration of any proposed transfer): 


               (a)             Sublessee
shall have the right to sublease and assign all or any portion of the Subleased
Premises, subject to Sublessor’s consent, which consent shall not be
unreasonably withheld or delayed. Any rent amount collected above the rent
agreed to be paid under this Sublease shall be paid to the Sublessor.


               (b)             So
long as Sublessee is not in violation of this Sublease, Sublessee may assign or
sublet the Subleased Premises, or any portion thereof, without Sublessor’s
consent, to any corporation which controls, is controlled by or is under common
control with Sublessee, or to any corporation resulting from the merger or
consolidation with Sublessee, or to any person or entity which acquires all the
assets of Sublessee as a going concern of the business that is being conducted
on the Subleased Premises; provided that said assignee assumes, in full, the obligations
of Sublessee under this Sublease.


16.          Parking. Subject to the terms and
conditions of the Primary Lease and all rules and regulations promulgated by
Landlord and/or Sublessor, Sublessee shall have the right to use and occupy up
to eight (8) indoor lower level parking spaces at the Building, at no
additional charge to Sublessee.


17.
         Storage
Space. Sublessee
shall have the right, at no additional cost to Sublessee, to sublet the storage
spaces SS#4 (214 square feet) and SS#5 (208 square feet) in the Building being
rented by the Sublessor pursuant to the terms of that certain Storage Space
Lease dated December 31, 2003 (attached hereto as Exhibit “D”). Other than the
rental fees due under such Storage Space Lease which Sublessee shall not be
required to pay, Sublessee’s use of such spaces shall be subject to the terms
and conditions set forth in the Storage Space Lease.  


18.          Liability. Sublessee and Sublessor expressly agree
that
Sublessor shall not be responsible to Sublessee for any acts and/or omissions
of Landlord under any circumstances which may affect Sublessee directly and/or
indirectly.


19.
         Security Deposit.
Simultaneously with the execution of this Sublease, Sublessee shall deposit
with Sublessor the sum of Thirty-eight Thousand Five Hundred Ninety-five and
00/100 Dollars ($38,595.00) (the “Security Deposit”) to secure the faithful
performance by Sublessee of all of the terms, covenants and conditions of this
Sublease. The Security Deposit shall be refunded to Sublessee on the expiration
of the Sublease term, less any part thereof validly applied by Sublessor for
any rent or other obligation or liability of Sublessee hereunder. Sublessee
agrees that if Sublessee shall fail to pay the Base Rent or Additional Rent or
any other amount or charge due hereunder promptly when due, said Security
Deposit may, at the option of the Sublessor, be applied on any such sums due
and unpaid, and if Sublessee violates any of the other terms, covenants and
conditions of this Sublease, said Security Deposit 


- 8 -







may
be applied to any damages suffered by Sublessor as a result of Sublessee’s
default to the extent of the amount of damages suffered. Should any of the
Security Deposit have to be used to pay sums due for any reason, and if this
Sublease is kept in full force and effect at the option of Sublessor, Sublessee
shall reimburse Sublessor the amount of such depletion, within ten (10) days
after notice to Sublessee by Sublessor of such depletion.


20.         Consent. Sublessor and Sublessee hereby acknowledge
that this Sublease is contingent upon the execution of that certain Landlord’s
Consent to Sublease among Sublessor, Sublessee and Landlord (the “Landlord’s
Consent to Sublease”), pursuant to which the Landlord will consent to
Sublessor’s subletting the Sublease Premises to Sublessee. The Sublessee hereby
agrees that it shall be responsible for payment of the $750 fee due to Landlord
pursuant to the terms of such Landlord’s Consent to Sublease and Section 12 of
the Primary Lease, If such Landlord’s Consent to Sublease is not executed by
all parties thereto within thirty (30) days from the execution of this
Sublease, then this Sublease shall be null and void and both parties shall be
released from all liabilities and obligations hereunder, either in damages or
otherwise, and neither party shall have any claim against the other arising out
of or relating to this Sublease. Sublessor and Sublessee will cooperate,
facilitate, and take any and all reasonable actions to assist Landlord in
rendering a timely approval of this Sublease. 



21.          Notices. All notices, demands, requests,
approvals and consents (collectively referred to as “Notices”) required or
permitted under this Sublease shall be in writing and shall be either (i)
personally delivered with signed receipt, (ii) sent by first class certified
mail – return receipt request, postage prepaid, or (iii) sent by
nationally-recognized, overnight courier to the address set forth below. All
Notices personally delivered shall conclusively be deemed delivered at the time
of such delivery. All Notices sent by certified mail shall conclusively be
deemed delivered two (2) days after the deposit thereof in the United States
mails. Al Notices delivered by overnight courier shall conclusively be deemed
made one (1) business day after delivery to such courier service. Any party may
designate a change of address by notice to the other party, given at least ten
(10) days before such change of address is to become effective.  


             Address
for Notices to Sublessor:


	
 

	
 


	
 

	
RehabCare Group, Inc.

 7733 Forsyth Blvd., Suite 2300

 Saint Louis, Missouri 63105-1806

 Attention: General Counsel


	
 

	
 


	
 

	
with copy by facsimile to:
 314-863-0769





             Address
for Notices to Sublessee:


	
 

	
 


	
 

	
at the Subleased Premises,
 


	
 

	
 


	
 

	
with a copy to


	
 

	
 


	
 

	
Jeffrey Abarbanel, Esquire

 Fedder and Garten Professional Association


	
 

	
36 S. Charles Street,
 Suite 2300

 Baltimore, Maryland 21201





- 9 -









22.          Signage. Sublessee shall have the same signage
rights
as are accorded to the Sublessor pursuant to the terms of the Primary Lease.



23.          Brokerage. Sublessor has entered into that certain
Exclusive Sub-listing Agreement with Blue & Obrecht Realty, Inc. dated as
of ______, 2006 (the “Sub-listing Agreement”). Sublessee hereby represents that
CB Richard Ellis is its sole broker in connection with this Sublease. In
accordance with the terms of the Sub-listing Agreement, Sublessor agrees to pay
Blue & Obrecht Realty, Inc. fifty percent (50%) and CB Richard Ellis one
hundred percent (100%) (i.e., for a total payment by Sublessor of one hundred
fifty percent (150%)) of the brokerage fee set forth in such Sub-Listing
Agreement. 


24.          Amendments.
All amendments to this Sublease shall require the written agreement of
Sublessor, Sublessee, and, pursuant to the terms of the Landlord’s Consent to
Sublease, Landlord.


- 10 -







	
 

	
 

	
 


	
List of Exhibits:


	
 

	
 

	
 


	
Exhibit “A”

	
 

	
Primary
 Lease


	
 

	
 

	
 


	
Exhibit “B”

	
 

	
Subleased
 Premises


	
 

	
 

	
 


	
Exhibit “C”

	
 

	
Personal
 Property


	
 

	
 

	
 


	
Exhibit “D”

	
 

	
Storage
 Space Lease





- 12 -







ACCORDINGLY, the parties have executed this Sublease as of the date
first set forth above.


	
 

	
 

	
 

	
 

	
 


	
SUBLESSOR:

	
 

	
SUBLESSEE:


	
 

	
 

	
 

	
 

	
 


	
RehabCare
 Group, Inc.,

	
 

	
Practice
 Management Partners, Inc.,


	
a Delaware
 corporation

	
 

	
a Maryland
 corporation


	
 

	
 

	
 

	
 

	
 


	
By:

	


	
 

	
By:

	
 


	
 

	


	
 

	
 

	



	
Name

	
DAVID GRACE

	
 

	
Name:

	
 


	
Title:

	
SR. V.P.

	
 

	
 

	



	
 

	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
WITNESS:


	
 

	
 

	
 

	
 

	
 


	
By:

	


	
 

	
By:

	
 


	
 

	


	
 

	
 

	



	
Name:

	
Penny Hedberg

	
 

	
Name:

	
 


	
 

	
 

	
 

	
 

	






- 11 -








ACCORDINGLY, the parties have executed this Sublease as of the date
first set forth above.


	
 

	
 

	
 

	
 

	
 


	
SUBLESSOR:

	
 

	
SUBLESSEE:


	
 

	
 

	
 

	
 

	
 


	
RehabCare
 Group, Inc.,

	
 

	
Practice
 Management Partners, Inc.,


	
a Delaware
 corporation

	
 

	
a Maryland
 corporation


	
 

	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
By:

	



	
 

	


	
 

	
 

	



	
Name

	
 

	
 

	
Name:

	
Perry Snyder


	
 

	


	
 

	
 

	
 


	
Title:

	
 

	
 

	
Title:

	
CEO


	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
WITNESS:


	
 

	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
By:

	



	
 

	


	
 

	
 

	



	
Name:

	
 

	
 

	
Name:

	
John J. Robison


	
 

	


	
 

	
 

	
 





- 11 -







	
 

	
 

	
 


	
List of Exhibits:


	
 

	
 

	
 


	
Exhibit “A”

	
 

	
Primary
 Lease


	
 

	
 

	
 


	
Exhibit “B”

	
 

	
Subleased
 Premises


	
 

	
 

	
 


	
Exhibit “C”

	
 

	
Personal
 Property


	
 

	
 

	
 


	
Exhibit “D”

	
 

	
Storage
 Space Lease





- 12 -







OFFICE
LEASE



          THIS
LEASE is made on this 23rd day of October, 2003, by and between HILL
MANAGEMENT SERVICES, INC., a Maryland
corporation, agent for the owner (“Landlord”), and SYMPHONY HEALTH SERVICES,
LLC, a Delaware Limited Liability
Company (“Tenant”).  


	
 

	
 


	
RECITALS


	
 

	
 


	
 

	
          A.
 Landlord is the agent for the owner of
 the real property and improvements thereon known generally as Executive Plaza IV (the “Property”), with an address
of 11350
 McCormick Road, Hunt Valley, Maryland 21031, which is more particularly depicted on Exhibit A
 attached hereto and made a part hereof.


	
 

	
 


	
 

	
          B.
 Tenant desires to lease Suite LL4
 (approximately 1,762 square feet), Suite 600 (approximately 16,756 square
 feet) and Suite 700 (approximately 12,568 square feet) of the Property, which
 for the purposes of this Lease is deemed
 to collectively consist of 31,086 rentable square feet, as more particularly
 depicted on Exhibit B attached hereto and made a part hereof (the “Leased Premises”).


	
 

	
 


	
 

	
          C.
 Landlord has agreed to lease to Tenant, and Tenant has agreed to rent from
 Landlord, the Leased Premises upon the
 terms and subject to the conditions hereinafter set forth.


	
 

	
 


	
 

	
          NOW,
THEREFORE, in consideration of the
 premises and the mutual covenants and conditions contained herein, Landlord
 and Tenant hereby agree as follows:


	
 

	
 


	
TERM


	
 

	
 


	
 

	
1.A.
INITIAL TERM. Landlord does hereby lease the Leased Premises to Tenant
and Tenant does hereby rent the Leased
Premises from Landlord for a term of five (5) years and five (5) months (the
“Initial Lease Term”), commencing at 12:01 a.m. on February 1, 2004
(the “Commencement Date”) and
expiring as of midnight on June 30, 2009 (the “Expiration Date”).  


	
 

	
 


	
 

	
   B.
 RENEWAL OPTION. The tenancy created under this Lease shall continue
 for one (1) additional period of five (5) years unless Tenant, desires not to renew this Lease, gives Landlord
 written notice, by certified mail - return receipt requested, of its
 intention not to renew this Lease at least one hundred twenty (120) days
 prior to the expiration of the Initial
 Lease Term. The renewal term shall be upon the same terms, covenants and
 conditions set forth herein with respect
 to the Initial Lease Term, including inter alia, Tenant’s
 liability for increased rent and real estate taxes as described herein. All references in this Lease
 to the “lease term” shall be construed to mean the Initial Lease Term and the renewal period(s) unless the context
 clearly indicates that another meaning is intended. The last year of the initial
 Lease Term shall be considered the immediately preceding lease year for the
 first year of the renewal term. This renewal
 provision shall, at the sole option of Landlord, be absolutely null and void
 if Tenant shall, at any time, materially default under any of the terms or provisions of this Lease.


	
 

	
 


	
RENT


	
 

	
 


	
 

	
2.A.
PAYMENT OF RENT. Tenant covenants and agrees to pay Landlord for the
Leased Premises, without offset or deduction,
and without previous demand therefor, annual basic rent of Five Hundred Fifty-
Nine Thousand Five Hundred Forty-Eight and 00/100 Dollars
($559,548.00), payable in advance on the first day of each and every month during the lease term in equal monthly
installments of Forty-Six Thousand Six Hundred Twenty-Nine and 00/100 Dollars
($46,629.00) each, together with all additional sums, charges or amounts of
whatever nature to be paid by Tenant
to Landlord in accordance with the provisions of this Lease, whether or not
such sums, charges or amounts are referred
to as additional rent (collectively
referred to as “Additional Rent”).
Said rent shall be made payable to Hill Management Services, Inc. and shall be sent to Landlord at P.O. Box
4835, Timonium, Maryland 21094, or at such other place or to such appointee of Landlord as Landlord may from time
to time designate in writing. 





1







	
 

	
 


	
 

	
Simultaneously
 with the execution of this Lease, Tenant shall pay to Landlord the sum of
 Forty-Six Thousand Six Hundred Twenty-Nine and 00/100 Dollars ($46,629.00)
 which represents the first month’s rent of the Initial Lease Term.


	
 

	
 


	
 

	
   B.
 MANNER OF PAYMENT. In the event any sum due under this Lease
 payable to Landlord by Tenant is paid by check and such check is
 returned for non-sufficient funds, Landlord, in addition to the rights and
 remedies set forth in this Lease
 pertaining to default, has the right to require that any replacement payment
 and all future payments be made by
 wire or by certified check.


	
 

	
 


	
 

	
   C.
 RENT INCREASE. Commencing with the second lease year and for
 each succeeding lease year thereafter, to include any renewal terms, the
 annual basic rent for the Leased Premises shall be increased to an amount
 equal to 102.5% of the annual basic rent for the immediately preceding lease
 year.


	
 

	
 


	
 

	
   D.
 LATE PAYMENTS. In the event any payments or installments of rent or
 any other sums due under this Lease are not received by Landlord on or
 before the tenth (10th) day after the due date thereof, Landlord
 shall give written notice thereof to
 Tenant and Tenant shall pay to Landlord an additional ten percent (10%) of
 such sums due as Additional Rent.
 Such Additional Rent is to be payable, without demand from Landlord, on or
 before the first day of the next calendar
 month and failure to do so shall be considered non-payment of rent. In
 addition, any payment or installment of rent or any other sums due
 under this Lease not paid when due shall bear interest from the due date
 until paid in full at a rate of ten
 percent (10%) per annum (the “Default Rate”).


	
 

	
 


	
 

	
   E.
OPERATING COSTS. In the event Operating Costs (hereinafter
defined) for any future calendar year are greater than the Operating Costs for the first calendar
year, such first calendar year to be defined for the purposes of this paragraph to mean the year 2004, whether during
the Initial Lease Term or any renewal period(s), Tenant shall pay Landlord, as Additional Rent for each such future
calendar year, an amount equal to 24.90% (“Tenant’s Proportionate Share”) of the increase in
Operating Costs. Tenant’s Proportionate Share is based upon the relationship between the square footage of the
Leased premises (approximately 31,086 square feet) and the total square footage in the Property (approximately
124,838 square feet). As used in this Lease, the term “Operating Costs” shall mean the aggregate of all
reasonable and proper expenses and costs incurred and paid by Landlord for operating the Property. Such expenses and costs
shall be those that are usual and customary as found in the operation of other first class office buildings
and shall include, but not be limited to, all expenses and costs that are required to operate, maintain or repair the
building and outside areas of the Property, the cost of capital improvements designed
to protect the health and safety of the tenants in the building, the cost of
all alterations and improvements to the building that are necessary to comply
with the ADA (as hereinafter defined) and the cost of monitoring and maintaining suitable indoor air quality
(including regular inspections and repairs to the building HVAC system). Such
expenses and costs shall not include as Operating Costs any Items for
which Landlord will be compensated by insurance or by reimbursement by a
particular tenant or costs directly borne by others. Upon Tenant’s request Landlord will provide Tenant a detailed list
and accounting of operating costs.  


	
 

	
 


	
 

	
   F.
SECURITY DEPOSIT. Simultaneously with the
execution of this Lease, Tenant has deposited with Landlord the sum of
Forty-Six Thousand Six Hundred Twenty-Nine and 00/100 Dollars ($46,629.00)
(the “Security Deposit”), which shall be
held by Landlord as security for the faithful performance by Tenant of any
and all of the covenants of this Lease. The Security Deposit shall be
refunded to Tenant upon the expiration of the lease term, less any part thereof validly appropriated by Landlord for any
rent or other obligation or liability of Tenant hereunder. If any portion of the Security Deposit is so used or applied,
Tenant shall, upon demand therefor, immediately deposit cash with Landlord in an amount sufficient to restore the
Security Deposit to its original amount and Tenant’s failure to do so shall
constitute a default hereunder by
Tenant, The Security Deposit shall in no event be considered or construed as liquidated damages and shall not relieve Tenant
from the payment of any and all rent payable during the lease term at the
times stipulated therefor. Any Mortgagee (hereinafter defined), or purchaser
of the Property, shall be relieved and released from any obligation to
return the Security Deposit in the event such Mortgagee or purchaser comes
into possession of the Property by reason
of foreclosure (Including deed in lieu thereof) or proceeding in lieu of
foreclosure unless the Security
Deposit shall have been actually delivered to such Mortgagee or purchaser.  





2







	
 

	
 


	
USE AND OCCUPANCY


	
 

	
 


	
 

	
3. The Leased Premises shall be used only for
 general office purposes customary in the business in which Tenant is presently
 engaged. Tenant shall not, in any event, use the Leased Premises for any
 unlawful purpose or in any manner
 offensive to any other tenant or occupant.


	
 

	
 


	
TAXES


	
 

	
 


	
 

	
4.A. TENANTS SHARE OF TAXES. Tenant shall
 pay to Landlord as Additional Rent, Tenant’s Proportionate Share of any increase in real and personal property
 taxes, assessments, and other governmental charges (including, but not limited to, metropolitan charges and frontfoot
 benefit charges) assessed against the Property, whether as a result of an increase
 in assessment or an increase in tax rate, in excess of the taxes, assessments
 and charges for the fiscal year 2003/2004.
 The foregoing shall apply to increases in real estate taxes, assessments and
 charges assessed against the Property generally, and not resulting from
 improvements placed on the Leased Premises by Tenant. In the event of any
 increase resulting from such improvements, Tenant shall pay all of said
 increase. Tenant’s improvements are considered
 to be all improvements to the Leased Premises, except for the shell building,
 which includes space heaters, lighting provided by Landlord, and powder
 rooms, whether the taxes are payable to the State of Maryland and/or other governing municipalities. Said taxes,
 assessments and charges include, but are not limited to, paying taxes and any
 and all benefits or assessments which may be levied on the Property hereby
 leased, but not including the income tax or any state or other tax
 upon the income or rent payable hereunder. In the event Landlord incurs
 expenses as a result of engaging in
 efforts to reduce the assessment or taxes, Tenant shall pay Tenant’s Proportionate
 Share of said expenses.


	
 

	
 


	
 

	
   B.
 OTHER TAXES. Tenant shall assume and pay to Landlord, as Additional
 Rent, prior to the imposition of any fine, penalty, interest or costs for the nonpayment thereof, all excise,
 sales, gross receipt or other tax (other than a net income or excess
 profits tax) which may be (a) assessed or imposed on or be measured by such
 rent or other charge which may be treated
 as rent, (b) which may be imposed on the letting or other transaction for
 which such tax is payable and which Landlord may be required to pay or
 collect under any law now in effect or hereafter enacted by any governmental authority, or (c) which may be
 imposed by virtue of Tenant’s operations in the Leased Premises.


	
 

	
 


	
CONDUCT IN LEASED PREMISES


	
 

	
 


	
 

	
5.A.
 CONDUCT. Tenant shall not do, or permit anything to be done in the
 Leased Premises, or bring or keep anything therein which will, In any way, increase the rate of fire insurance on
 the Property, or invalidate or conflict with the fire insurance policies on the Property, fixtures or
 on personalty kept therein, or obstruct or interfere with the rights of Landlord or of other tenants, or in any other
 way injure or annoy Landlord or the other tenants, or subject Landlord to any liability for injury to persons or damage
 to property. Tenant agrees that any increase in the fire insurance premiums on the Property caused by the
 occupancy of Tenant shall be immediately due and payable by Tenant to
 Landlord and considered Additional Rent under this Lease.


	
 

	
 


	
 

	
   B.
 OPERATIONAL COVENANTS. Tenant agrees; (a) to use, maintain and occupy
 the Leased Premises in a careful, safe and proper manner; (b) without the
 prior written consent of Landlord, not to place or maintain any merchandise or other articles in any vestibule
 or entry to the Leased Premises, on the sidewalks adjacent thereto, or elsewhere on the exterior thereof; (c) to
 maintain the Leased Premises at its own expense in a clean, orderly and sanitary
 condition, free of insects, rodents, vermin and other pests; (d) not to use,
 nor permit nor suffer the use of, any apparatus
 or instruments for musical or other sound reproductions or transmission or
 any business or mechanical machines
 in such manner that would be other than “background music” that the sounds
 emanating therefrom or caused thereby shall be audible beyond the
 interior of the Leased Premises; (e) not to receive or ship articles,
 fixtures, or merchandise of any kind other
 than from that portion of the Leased Premises which Landlord designates for
 such purposes; (f) not to store
 goods, wares or merchandise on the Leased Premises except for Items which
 Tenant intends to offer for sale
 therein in the regular course of its business; (g) to keep clean all exterior
 surfaces of the Leased Premises; (h) to keep all mechanical apparatus free of
 vibration and noise which may be transmitted beyond the Leased Premises; and
 (i) to properly vent and control any odors and not cause or permit
 objectionable odors to emanate or
 be dispelled from the Leased Premises.





3







	
 

	
 


	
 

	
Tenant further agrees
 that it will not: (j) obstruct any driveway, corridor, footwalks or parking
 area, or any other common area; (k) use or permit the use of any
 objectionable advertising medium such as, without limitation, loudspeakers, phonographs, public address
 systems, sound amplifiers, reception or radio or television broadcasts within the Leased Premises, which is in any
 manner audible outside of the Leased Premises; (l) receive or ship articles of
 any kind outside the designated loading areas for the Leased Premises; (m)
 conduct or permit to be conducted any auction,
 fictitious fire sale, going-out-of-business sale or bankruptcy sale, or
 other similar type sale in or connected with the Leased Premises; (n) use or permit the use of any portion of the Leased
 Premises in a manner likely to injure the reputation of the Property or which will be in violation of any law;
 (o) place a load upon any floor which exceeds the floor load which the
 floor was designed to carry; (p) use the Leased Premises for any unlawful or
 illegal business, use or purpose, or for
 any business, use or purpose which is immoral or disreputable, or which is
 hazardous, or in such manner as to
 constitute a nuisance of any kind (public or private), or for any purpose or
 in any way in violation of the certificates
 of occupancy (or other similar approvals of applicable governmental
 authorities).


	
 

	
 


	
 

	
Tenant shall not
 install, or permit to be Installed, any rooftop equipment without the prior
 written approval of Landlord, which
 approval may be withheld in Landlord’s sole discretion. Any and all rooftop
 equipment permitted by Landlord pursuant
 to such prior written approval shall be subject to a separate license
 agreement between Landlord and Tenant and Landlord’s then applicable rooftop annual rental rate.


	
 

	
 


	
COMMON AREAS


	
 

	
 


	
 

	
6.
 In addition to the Leased Premises, Tenant shall have a license for the
 non-exclusive use in common with others of such
 loading facilities, elevators, and other facilities as may be constructed and
 designated, from time to time, and of the driveways, footways and parking areas on the Property, subject to
 such rules and regulations as Landlord may, from time to time,
 prescribe governing such common areas. Landlord shall at all times have full
 and exclusive control, management and
 direction of all common areas and may, from time to time, change the
 location, layout and arrangement of
 the parking areas, driveways and footways and reduce the same by erecting
 therein buildings and other
 structures or Improvements of any kind, including, but not limited to,
 additions to the existing improvements of which the said Leased Premises are a part. Landlord shall, at its own
 expense, provide reasonable illumination for outdoor common areas and keep the same in reasonable repair and reasonably
 free of litter and snow. It is understood
 and agreed by both Landlord and Tenant that parking immediately adjacent to
 the entrance to the building on the
 Property shall be for the exclusive use of visitors to the building and such
 parking shall not be used by Tenant, its
 agents, invitees, servants or employees. It is agreed by both Landlord and
 Tenant that Tenant, its agents, servants, invitees or employees shall park in the rear of the building and/or
 Leased Premises or in an area furthest removed from that area of the parking
 lot that is to be used for visitor and/or customer parking.


	
 

	
 


	
CONDITION OF LEASED PREMISES


	
 

	
 


	
 

	
7.
 Tenant shall examine the Leased Premises prior to its occupancy thereof, and
 except for those defects set forth in writing, and delivered by certified
 mail - return receipt requested, by Tenant to Landlord within thirty (30)
 days after its occupancy thereof, Tenant’s
 occupancy of the Leased Premises shall constitute acceptance of the Leased
 Premises as complying with the
 requirements of Tenant and obligations of Landlord under this Lease,
 including, without limitation, the indoor air quality generally and
 the HVAC system. Tenant acknowledges that Landlord makes no representations
 or warranties concerning, and shall have no liability for, the condition,
 construction or code compliance of any
 alterations or improvements made to the Leased Premises, or any part thereof,
 by any prior tenants of the Leased
 Premises, or any part thereof. Tenant shall, during the lease term, keep the
 Leased Premises and the improvements
 and appurtenances therein in good order and condition, and at the expiration
 of the lease term, or at the sooner
 termination of this Lease as herein provided, deliver up the same in the same
 good order and condition as of the Commencement Date, reasonable wear and
 tear excepted, and Tenant shall remove all of its property therefrom prior to such termination. All personal
 property not removed by the Tenant from the Leased Premises within five (5) days after the earlier to occur of: (i) the
 expiration of the Lease Term; (ii) the termination of the Lease; or (iii) the
 date the Tenant abandons the Leased Premises or otherwise ceases to do
 business therein; will be conclusively presumed to have been abandoned by the Tenant and the Landlord, may at the
 Landlord’s sole option, thereafter take possession of such property and either declare the same to be the
 property of the Landlord or, at the
 expense of the





4







	
 

	
 


	
 

	
Tenant,
 dispose of such property in any manner and for whatever consideration the
 Landlord, in its sole discretion, deems
 advisable. Tenant shall not commit or suffer to be committed any waste upon
 the Leased Premises or any nuisance
 or other act or thing which may disturb the quiet enjoyment of any other
 tenant in the building. Tenant shall pay
 for all damage to the Leased Premises, its fixtures and appurtenances, as well
 as all damages sustained by Tenant
 or occupants of the building due to any waste, misuse or neglect of the
 Leased Premises, Its fixtures and appurtenances, by Tenant, its employees or
 any other person or persons upon the Leased Premises by Tenant’s permission.
 Tenant shall not place a load upon any floor of the Leased Premises exceeding
 the floor load per square foot area which
 such floor was designed to carry and which may be allowed by law. Landlord
 reserves the right to prescribe the
 weight and position of all safes, telephone switchboards, files or other
 heavy equipment, and to prescribe the
 reinforcing necessary, if any, which in the opinion of Landlord may be
 required under the circumstances, such reinforcing to be at Tenant’s
 sole expense. Business machines and mechanical equipment, if approved by
 Landlord in a separate written agreement
 between Landlord and Tenant, shall be placed and maintained by Tenant, or at
 Tenant’s expense, in settings sufficient in Landlord’s judgment to absorb and
 prevent vibration, noise, or annoyance and Tenant shall, at its expense, take such steps as
 Landlord may direct to remedy any such condition.


	
 

	
 


	
MAINTENANCE


	
 

	
 


	
 

	
8.
 Landlord is obligated to make any and all repairs to the Leased Premises.
 However, Landlord shall not be required to
 make any repairs necessitated by reason of any act or omission of Tenant or
 its servants, employees, agents, customers,
 invitees, visitors or licensees or anyone claiming under Tenant or caused by
 any alterations, additions or improvements made by Tenant or anyone
 claiming under Tenant and if Landlord does make any such repairs, Tenant shall promptly upon demand reimburse Landlord
 for the cost thereof, Landlord shall have no liability whatsoever to Tenant
 for failure to make repairs unless and until Tenant shall have given written
 notice to Landlord stating the need for such repairs and Landlord shall have
 failed to commence and complete such repairs within a reasonable period of time following receipt of such written notice.


	
 

	
 


	
FACILITIES


	
 

	
 


	
 

	
9.
 Landlord undertakes and agrees to contract with the local utility companies,
 local municipalities and service companies,
 without charge to Tenant, for only those services listed below. With respect
 to those services not listed below, it shall be the responsibility of
 Tenant to contract for such services and in the event Tenant fails to make payments for such services then the amount
 thereof may, at the discretion of Landlord, be added to and deemed part of the rent due and Landlord shall have the same
 remedies for collection of such charges as provided for rent.







	
 

	
 

	
 

	
 


	
 

	
gas

	
 

	
electricity 


	
 

	
water service

	
 

	
janitorial 


	
 

	
sewer service

	
 

	
maintenance of building
 standard light fixtures 


	
 

	
H.V.A.C.

	
 

	
 







	
 

	
 


	
 

	
If
 provided by Landlord, electrical energy is provided only for lighting
 purposes and for a reasonable number of light office machines, such number to be determined by Landlord. If provided
 by Landlord, janitorial services shall be for the Leased Premises, common areas, toilet rooms and
 elevators. If provided by Landlord, heating and air conditioning during normal office hours shall be provided so
 as to supply either cooled or heated air when either is deemed necessary
 by Landlord. The term “normal office hours” as used herein shall mean between
 the hours of 7:00 a.m. and 8:00 p.m., Monday through Friday and between 7:00
 a.m. and 1:00 p.m. on Saturday, Upon Tenant’s twenty-four (24) hour notice to Landlord, after-hours H.V.A.C.
 will be provided to the Leased Premises at Tenant’s cost of Forty-Five and
 00/100 Dollars ($45.00) per hour. Landlord shall not be required to furnish
 services on Sunday or on generally accepted
 holidays or other days designated as holidays in labor contracts with trades
 furnishing such services. Landlord
 reserves the right to stop service of the heating, air conditioning,
 elevator, plumbing and electric systems, if required to be provided by Landlord under this Lease, when necessary,
 by reason of accident or emergency, or for repairs, alterations, replacements, or improvements, which in the
 judgment of Landlord are desirable or necessary to be made, until said repairs, alterations,
 replacements, or improvements shall be completed. Landlord shall have no
 responsibility or liability for failure to supply heat, air conditioning,
 elevator, plumbing, cleaning, and electric service during said period
 or when prevented from so doing by laws, orders, or regulations of any
 federal, state or local





5







	
 

	
 

	
 

	
 


	
 

	
authority
 or by strikes, accidents, or by any other cause whatsoever beyond Landlord’s
 control. Landlord’s failure to furnish
 service shall not be construed as a constructive eviction of Tenant, nor
 shall it relieve Tenant from performing any of its obligations hereunder, nor shall it entitle Tenant to any
 abatement of rent.


	
 

	
 

	
 

	
 


	
 

	
If
 there are any supplemental H.V.A.C. systems, supplemental or backup
 generators, and/or other similar supplemental utility systems that are
 separate from the utility systems of the Property and that are used
 exclusively by Tenant (regardless of
 whether such systems were installed by Landlord or Tenant), Tenant shall
 maintain, in good order and repair, all such supplemental systems and
 shall pay all costs in connection with the operation, maintenance and repair thereof.


	
 

	
 

	
 

	
 


	
ACCESS BY LANDLORD


	
 

	
 

	
 

	
 


	
 

	
10.
 Landlord shall retain duplicate keys to all of the doors of the Leased
 Premises, and Landlord and its agents shall have
 access to the Leased Premises at all reasonable hours in order to inspect,
 clean, make necessary repairs or conduct tests and investigations within the
 Leased Premises or in the Property. Landlord, its agents, servants and representatives, shall also have the right to
 enter the Leased Premises at all reasonable times for the purpose of making
 necessary repairs to any other portion of the Property adjacent to the Leased
 Premises which may require an entrance in
 the Leased Premises, provided, however, that it shall be done at such time or
 times and under such circumstances
 as to cause the least disturbance or interference with Tenant’s occupancy of
 the Leased Premises. Landlord shall have the right to show the Leased
 Premises to prospective tenants at all times.


	
 

	
 

	
 

	
 


	
SUBORDINATION AND ATTORNMENT


	
 

	
 

	
 

	
 


	
 

	
11.A. SUBORDINATION. Unless a Mortgagee
 (hereinafter defined) shall otherwise elect as provided in Section 11.B., Tenant’s rights under this Lease are and shall
 remain subject and subordinate to the operation and effect of:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
any
 lease of land only or of land and building in a sale-leaseback or
 lease-subleaseback transaction involving
 the Leased Premises or Landlord’s interest therein or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
any mortgage, deed of
 trust or other security instrument constituting a lien upon the Leased
 Premises or Landlord’s interest therein,
 whether the same shall be in existence at the date hereof or created
 hereafter, any such lease, mortgage, deed of trust or other security
 instrument (a “Mortgage”), and the party or parties having the benefit of the
 same, whether as lessor, mortgagee, trustee or noteholder (a “Mortgagee”).
 Tenant covenants and agrees that all of Tenant’s rights hereunder are and shall be subject and subordinate to the
 lien of any Mortgage hereafter placed on the Leased Premises or any part thereof, and to any and all
 renewals, modifications, consolidations, replacements, extensions or substitutions of any Mortgage. Such
 subordination shall be automatic, without the execution of any further
 subordination agreement by Tenant. If, however, a written subordination agreement consistent with this
 provision is required by a Mortgagee from time to time. Tenant agrees to execute, acknowledge and
 deliver the same and in the event of failure to do so, Landlord may, in addition to any other remedies
 for breach of covenant hereunder, execute, acknowledge and deliver the same as the agent or attorney-in-fact of
 Tenant, and Tenant hereby irrevocably
 constitutes Landlord its attorney-in-fact for such purpose.


	
 

	
 

	
 

	
 


	
 

	
     B.
 MORTGAGEE’S UNILATERAL SUBORDINATION. If a Mortgagee shall so elect by notice to
 Tenant or by the recording of a
 unilateral declaration of subordination, this Lease and Tenant’s rights
 hereunder shall be superior and prior
 to the rights under the Mortgage of which such Mortgagee has the benefit,
 with the same force and effect as if this Lease had been executed, delivered and recorded prior to the
 execution, delivery and recording of such Mortgage, subject, nevertheless, to such conditions as may
 be set forth in any such notice or declaration.


	
 

	
 

	
 

	
 


	
 

	
     C.
 ATTORNMENT. If any person shall succeed to all or part of Landlord’s
 interest in the Leased Premises, whether by purchase, foreclosure, deed in
 lieu of foreclosure, power of sale, termination of lease or otherwise, and if
 so requested or required by such successor
 in interest, Tenant shall attorn to such successor in interest and shall
 execute such agreement in
 confirmation of such attornment as such successor in interest shall
 reasonably request.





6







	
 

	
 


	
 

	
   D. ESTOPPEL
 CERTIFICATES. Tenant shall, without charge, at any time and from time to
 time, within ten (10) days after receipt of request therefor by Landlord,
 execute, acknowledge and deliver to Landlord and to such Mortgagee or other
 party as may be designated by Landlord a written estoppel certificate in form
 and substance as may be requested from time to time by Landlord or any
 Mortgagee, certifying to Landlord, any Mortgagee, any purchaser of Landlord’s
 interest in Property, or any other person or entity designated by Landlord,
 as of the date of such estoppel certificate, the following: (a) whether
 Tenant is in possession of the Leased Premises; (b) whether this Lease is in
 full force and effect; (c) whether there are any amendments to this Lease, and
 if so, specifying such amendments; (d) whether there are any then-existing
 setoffs or defenses against the enforcement of any rights hereunder, and if
 so, specifying such matters in detail; (e) the dates, if any, to which any rent or other sums due hereunder
 have been paid in advance and the amount of any security deposit held by
 Landlord; (f) that Tenant has no Knowledge of any then-existing defaults of
 Landlord under this Lease, or if there are such defaults, specifying them in
 detail; (g) that Tenant has no knowledge of any event having occurred that
 authorizes the termination of this Lease by Tenant, or if such event has
 occurred specifying it in detail; (h) the address to which notices to Tenant
 under this Lease should be sent; and (i) any and all other matters requested
 by Landlord. Any such estoppel certificate may be relied upon by any
 Mortgagee and/or any other person or entity to whom it is directed or by any
 other person or entity who could reasonably be expected to rely on it in the
 normal course of business. The failure of Tenant to execute, acknowledge and
 deliver such a certificate In accordance with this Section 11.D. within ten
 (10) days after a request therefor by Landlord shall constitute an
 acknowledgment by Tenant, which may be relied on by any person or entity who
 would be entitled to rely upon any such certificate, that such certificate as
 submitted by Landlord to Tenant is true and correct, and Landlord is hereby
 authorized to so certify.


	
 

	
 


	
 

	
   E. NON-DISTURBANCE
 AGREEMENT. Landlord agrees to use best efforts in attaining a
 non-disturbance agreement in a form satisfactory to Landlord’s lender. All
 fees associated with attaining the non-disturbance agreement shall be borne
 by Tenant.


	
 

	
 


	
ASSIGNMENT
 AND SUBLETTING


	
 

	
 


	
 

	
12. Tenant agrees for
 itself and its permitted successors and assigns in interest hereunder that it
 will not (i) assign or otherwise transfer, mortgage or otherwise encumber
 this Lease or any of its rights hereunder; (ii) sublet the Leased Premises or
 any part thereof or permit the occupancy or use of the Leased Premises or any
 part thereof by any person other than Tenant; and/or (iii) permit the
 assignment or other transfer of this Lease or any of Tenant’s rights
 hereunder by operation of law (each of the events referred to in the
 foregoing clauses (i), (ii) and (iii) being hereinafter referred to as a “Transfer”), without the prior written
 consent of Landlord in each instance first obtained, which consent may be
 given or withheld in Landlord’s sole discretion, and any consent given shall
 not constitute a consent to any subsequent Transfer. Any attempted Transfer
 without Landlord’s consent shall be null and void and shall not confer any
 rights upon any purported transferee, assignee, mortgagee, sublessee, or
 occupant. No Transfer, regardless of whether Landlord’s consent has been
 granted or withheld, shall be deemed to release Tenant from any of its
 obligations hereunder or to alter, impair or release the obligations of any
 person guaranteeing the obligations of Tenant hereunder. A Transfer shall be
 deemed to include any Transfer by sale, assignment, bequest, inheritance,
 operation of law, or other disposition of partnership interests or corporate
 shares or assets. Notwithstanding anything contained herein to the contrary,
 Landlord shall not be required to consider or review any Transfer request
 unless each such request by Tenant is accompanied by a nonrefundable fee
 payable to Landlord an amount not to exceed Seven Hundred Fifty Dollars and
 00/100 ($750.00) to cover Landlord’s administrative, legal and other costs
 and expenses incurred in processing each of Tenant’s Transfer requests.
 Neither Tenant’s payment nor Landlord’s acceptance of such a fee shall be
 construed to impose any obligation whatsoever upon Landlord to consent to Tenant’s
 Transfer request.


	
 

	
 


	
 

	
Notwithstanding the
 foregoing, Landlord shall not unreasonably withhold its consent to a sublet
 or assignment of this Lease by Tenant provided that: (a) Tenant shall provide
 Landlord with reasonable financial information for Landlord to determine, in
 its sole discretion, whether such entity has a financial capacity and net
 worth sufficient to comply with the terms of this Lease; (b) such proposed
 subtenant or assignee shall continue to use the Leased Premises for general
 office use; (c) Landlord determines that the nature of the proposed
 subtenant’s or assignee’s business is appropriate for a first class office
 building; (d) Tenant is not in default under any terms, covenants, or
 conditions of this Lease at the





7







	
 

	
 


	
 

	
time the sublet or
 assignment is requested or consummated; and (e) such proposed sublet or
 assignment will not, in Landlord’s sole reasonable determination, result in a
 significant increased demand for parking spaces at the Property. Other than
 as specially provided in this section, Tenant shall not encumber this Lease
 in any way nor shall Tenant assign, or permit the assignment of, any of its
 rights under this Lease. Consent by Landlord to any assignment or subletting
 shall not be deemed to release Tenant from any of its obligations hereunder
 or to alter, impair or release the obligations of any person or entity
 guaranteeing the obligations of Tenant hereunder.


	
 

	
 


	
IMPROVEMENTS


	
 

	
 


	
 

	
13. Landlord shall make
 improvements and modifications to the Leased Premises strictly in accordance
 with the plans and specifications attached hereto and made a part hereof as Exhibit
 C, (“Landlord’s Work”). Landlord’s
 construction cost allowance for Landlord’s Work shall not exceed Twenty-One
 and 45/100 Dollars ($21.45) per square foot of the Leased Premises (the “Allowance”). If applicable, any and all
 improvements provided by Landlord in excess of the Allowance shall be
 provided at Tenant’s expense.


	
 

	
 


	
 

	
Tenant shall not make
 any non-structural alterations, decorations, installations, additions or
 improvements to the Leased Premises, including but not limited to, the
 installation of any fixtures, amenities, equipment, appliances, or other
 apparatus, without Landlord’s prior written consent, which consent shall not
 be unreasonably withheld. However, any and all structural alterations shall
 be subject to Landlord’s sole discretion. Notwithstanding anything contained
 herein to the contrary, Landlord’s consent to any alterations, decorations,
 installations, additions or improvements to the Leased Premises, or
 Landlord’s approval of any plans, specifications, working drawings or other
 documentation therefor, shall create no responsibility or liability on the
 part of Landlord for the completeness, sufficiency or compliance of such with
 any applicable laws, rules, regulations, guidelines and requirements of
 governmental and quasi-governmental entities, agencies or authorities. All of
 the foregoing, except movable office furniture put in at the expense of
 Tenant, shall be the property of Landlord and shall remain upon and be
 surrendered with the Leased Premises at the termination of this Lease without
 molestation or injury. Landlord shall have the right to require Tenant to
 remove, at the expiration of the lease term and at Tenant’s sole cost and expense,
 any and all improvements made by Tenant, and Tenant shall be required to
 repair any damage to the Leased Premises due to such removal.


	
 

	
 


	
DAMAGE
 TO LEASED PREMISES


	
 

	
 


	
 

	
14.A. LANDLORD’S
 OBLIGATION TO REPAIR AND RECONSTRUCT. If the Leased Premises shall be
 damaged by fire, the elements, accident or other casualty (any of such causes
 being referred to herein as a “Casualty”),
 but the Leased Premises shall not be thereby rendered wholly or partially
 untenantable, Landlord shall promptly (due allowance being made for delay
 which may arise by reason of adjustment of loss under insurance policies and
 for reasonable delays due to causes beyond Landlord’s control such as
 strikes, weather, acts of God, etc.) cause such damage to be repaired and
 there shall be no abatement of rent. If, as the result of a Casualty, the
 Leased Premises shall be rendered wholly or partially untenantable, then,
 subject to the provisions of Section 14.B., Landlord shall cause such damage
 to be repaired and all rent, except for that rent due Landlord by reason of
 Tenant’s failure to perform any of its obligations hereunder, shall be abated
 proportionately as to the portion of the Leased Premises rendered
 untenantable during the period of such untenantability. Such repairs shall be
 made at the expense of Landlord. Landlord shall not be liable for interruption
 to Tenant’s business or for damage to, or replacement or repair of, Tenant’s
 personal property (including, without limitation, inventory, trade fixtures,
 floor coverings, furniture and other property removable by Tenant under the
 provisions of this Lease) or to any leasehold improvements installed in the
 Leased Premises by or on behalf of Tenant or otherwise, all of which damage,
 replacement or repair shall be undertaken and completed by Tenant promptly.


	
 

	
 


	
 

	
   B.
 LANDLORD’S OPTION TO TERMINATE THIS LEASE. If the Leased Premises are
 (1) rendered wholly untenantable, (2) damaged as a result of any cause which
 is not covered by Landlord’s insurance or (3) damaged or destroyed in whole or
 in part during the last one (1) year of the lease term, or, If in the opinion
 of Landlord, the Property is totally or substantially damaged or destroyed
 and Landlord elects not to rebuild same, then, in any of such events,
 Landlord may elect to terminate this Lease by giving to Tenant notice of such
 election within ninety (90) days after the occurrence of such event. If such
 notice is given, the rights and obligations of the parties shall cease as of
 the date of





8







	
 

	
 


	
 

	
such notice, and rent
 (other than any Additional Rent due Landlord by reason of Tenant’s failure to
 perform any of its obligations hereunder) shall be adjusted as of the date of
 such termination.


	
 

	
 


	
 

	
   C. INSURANCE
 PROCEEDS. If Landlord does not elect to terminate this Lease pursuant to
 Section 14.B., Landlord shall, subject to the prior rights of any Mortgagee,
 disburse and apply any insurance proceeds received by Landlord to the
 restoration and rebuilding of the Leased Premises in accordance with Section
 14.A. hereof. All insurance proceeds payable with respect to the Leased
 Premises shall belong to and shall be payable to Landlord.


	
 

	
 


	
 

	
   D. LANDLORD
 AND TENANT’S OPTION TO TERMINATE. Notwithstanding anything in Section 14.
 of the Lease to the contrary, if the Leased Premises are made “substantially
 untenantable” by fire or other casualty and Landlord has not otherwise
 terminated this Lease as permitted under Section 14., then Landlord
 shall, not later than sixty (60) days following the casualty, notify Tenant
 in writing stating Landlord’s good faith estimate of the time required to
 substantially complete the repair, rebuilding and restoration of the Leased
 Premises (said notice is hereinafter referred to as the (“Estimate Notice”). If the estimated
 restoration period set forth in the Estimate Notice exceeds one hundred
 eighty (180) days from the date Landlord receives all insurance proceeds and
 all necessary permits to complete the repair, rebuild or restoration,
 Landlord or Tenant may elect, by written notice to the other, to terminate
 this Lease. Landlord shall use diligent efforts to obtain such permits. If
 either party fails to exercise such right to terminate this Lease within
 thirty (30) days of Landlord’s delivery of the Estimate Notice, or if the
 Estimate Notice indicates that the repair, rebuilding or restoration can be
 substantially completed within one hundred eighty (180) days from the date of
 casualty, this Lease shall remain in full force and effect and Landlord shall
 proceed with due diligence to repair, rebuild and restore the Leased
 Premises. For the purpose of this Lease, the term “substantially
 untenantable” shall describe a situation in which fifty percent (50%) or more
 of the Leased Premises is rendered untenantable.


	
 

	
 


	
CONDEMNATION


	
 

	
 


	
 

	
15. If the whole or any
 part of the Leased Premises shall be taken under the power of eminent domain,
 then this Lease shall terminate as to the part so taken on the day when
 Tenant is required to yield possession thereof, and Landlord shall (subject
 to Landlord’s right to terminate described below) make such repairs and
 alterations as may be necessary in order to restore the part not taken to
 useful condition. Upon such taking, the rent shall be reduced proportionately
 by the portion of the Leased Premises so taken. If the amount of the Leased
 Premises so taken is such as to substantially impair the usefulness of the
 Leased Premises for the purposes for which the same are hereby leased, then
 either party shall have the right to terminate this Lease as of the date when
 Tenant is required to yield possession. The compensation awarded for such
 taking, both as to Landlord’s reversionary interest and Tenant’s interest
 under this Lease, shall belong to and be the sole property of Landlord.
 Tenant shall have no claim against Landlord nor be entitled to any award or
 damages other than an abatement of the rent beyond the termination date and
 compensation paid, if any, for moving expenses and/or cost of removal of
 stock and/or trade fixtures. The foregoing notwithstanding, Tenant shall not
 be precluded from maintaining its own action against the condemning authority
 for compensation for loss of good will. In addition, Landlord shall have the
 right to terminate this Lease In the event any taking by condemnation
 materially impairs the economic viability of the Property, in Landlord’s sole
 discretion, regardless of the effect of any such taking on the Leased
 Premises.


	
 

	
 


	
INDEMNITY AND INSURANCE


	
 

	
 


	
 

	
16.A. INDEMNITY BY
 TENANT AND LANDLORD. To the extent permitted by law and subject to
 Section 16.G., Tenant and Landlord shall and do hereby agree to indemnify,
 hold harmless and defend Landlord, and their respective tenants and
 subtenants, from and against any and all claims, actions, damages,
 liabilities and expenses, including attorneys’ and other professional fees,
 in connection with loss of life, personal injury and/or damage to property
 arising from or out of the occupancy or use by Tenant of the Leased Premises
 or any part thereof or any other part of the Leased Premises, occasioned
 wholly or in part by any act or omission of Tenant, its officers, agents,
 invitees, contractors or employees.


	
 

	
 


	
 

	
Landlord shall
 indemnify and hold Tenant harmless from all loss, damage, claim of damage,
 liability, or expense whatsoever on all counts of any damage, claim of damage,
 liability, or expense for injury to persons caused by negligent acts of misconduct of Landlord, its agents or
 employees, within the Common Areas.





9







	
 

	
 


	
 

	
   B. LANDLORD
 NOT RESPONSIBLE FOR ACTS OF OTHERS. Landlord shall not be responsible or
 liable to Tenant, or to those claiming by, through or under Tenant, for any
 loss or damage which may be occasioned by or through the acts or omissions of
 persons occupying space adjoining the Leased Premises or any part of the
 premises adjacent to or connecting with the Leased Premises or any other part
 of the Property, or otherwise, or for any loss or damage resulting to Tenant,
 or those claiming by, through or under Tenant, or its or their property, from
 the breaking, bursting, stoppage or leaking of electrical cable and wires, or
 water, gas, sewer or steam pipes. To the maximum extent permitted by law,
 Tenant agrees to use and occupy the Leased Premises, and to use such other
 portions of the Property as Tenant is herein given the right to use, at
 Tenant’s own risk.


	
 

	
 


	
 

	
   C. POLICY
 REQUIREMENTS. The company or companies writing any insurance which Tenant
 is required to carry and maintain or cause to be carried or maintained
 pursuant to Section 16.D., as well as the form of such insurance, shall at
 all times be subject to Landlord’s approval and any such company or companies
 shall be licensed to do business in the State of Maryland. Public liability
 and special form insurance policies evidencing such insurance shall name
 Landlord and/or its designee(s) as additional insured, shall be primary and
 non-contributory, and shall also contain a provision by which the insurer agrees that such policy shall not
 be canceled, materially changed or not renewed without at least thirty (30)
 days advance notice to Landlord, c/o Hill Management Services, Inc., 9640
 Deereco Road, Timonium, Maryland 21093, by certified mail - return receipt
 requested, or its designee. None of the insurance which Tenant is required to
 carry and maintain or cause to be carried or maintained pursuant to Sections
 16.D. and 16.E. shall contain any deductible provisions except to the extent
 approved by Landlord. Each such policy, or a certificate thereof, shall be
 deposited with Landlord by Tenant promptly upon commencement of Tenant’s
 obligation to procure the same. If Tenant shall fail to perform any of its
 obligations under Sections 16.D. or 16.E., Landlord may perform the same and
 the cost of same shall be deemed Additional Rent and shall be payable upon
 Landlord’s demand.


	
 

	
 


	
 

	
   D. TENANT’S
 INSURANCE. At all times after the Leased Premises are released to Tenant
 for construction of its improvements, Tenant shall carry and maintain, at its
 sole expense:


	
 

	
 


	
 

	
          (1)
 commercial general liability insurance, including insurance against assumed
 or contractual liability under this Lease against any liability arising out
 of the ownership, use, occupancy or maintenance of the Leased Premises and
 all areas appurtenant thereto, to afford protection with limits of not less
 than:








	
 

	
 

	
 

	
 


	
 

	
$2,000,000

	
 

	
General Aggregate


	
 

	
$1,000,000

	
 

	
Products/Completed Operation


	
 

	
$1,000,000

	
 

	
Per Occurrence


	
 

	
$1,000,000

	
 

	
Personal/Advertising Injury


	
 

	
$10,000

	
 

	
Medical Payments


	
 

	
$150,000

	
 

	
Fire Legal








	
 

	
 


	
 

	
          (2)
 special form property insurance, including replacement cost endorsement,
 covering the value of the leasehold improvements made by Tenant to the Leased
 Premises and the value of Tenant’s personal property in the Leased Premises
 (including without limitation, inventory, trade fixtures, floor coverings,
 furniture and other property removable by Tenant under the provisions of this
 Lease) and all leasehold Improvements installed in the Leased Premises by or
 on behalf of Tenant or otherwise;


	
 

	
 


	
 

	
          (3)
 if applicable: liquor liability or dram shop insurance of not less than
 $3,000,000 per occurrence or in greater amounts as Landlord may from time to
 time reasonably require. A commercial umbrella policy may be used to obtain
 required limit, covering Tenant’s activities in connection with the
 dispensing of alcoholic beverages, including strict liability coverage and
 coverage for acts in violation of any laws, rules or ordinances with regard
 to same activity;


	
 

	
 


	
 

	
          (4)
 worker’s compensation or similar insurance in form and amounts required by
 law; and


	
 

	
 


	
 

	
          (5)
 commercial auto limit of $500,000.00.





10







	
 

	
 


	
 

	
   E. TENANT’S
 CONTRACTOR’S INSURANCE. Tenant shall require any contractor of Tenant
 performing work on the Leased Premises to carry and maintain, at no expense
 to Landlord:


	
 

	
 


	
 

	
          (1)
 commercial general liability with limits of not less than:








	
 

	
 

	
 

	
 


	
 

	
$2,000,000

	
 

	
General Aggregate


	
 

	
$1,000,000

	
 

	
Products/Completed Operation


	
 

	
$1,000,000

	
 

	
Per Occurrence


	
 

	
$1,000,000

	
 

	
Personal/Advertising Injury


	
 

	
$10,000

	
 

	
Medical Payments


	
 

	
$150,000

	
 

	
Fire Legal








	
 

	
 


	
 

	
          or such reasonable
 levels as Landlord deems appropriate and approves,


	
 

	
 


	
 

	
          (2)
 comprehensive automobile liability insurance with limits for each occurrence
 of not less than $1,000,000 combined single limit property damage, or such
 reasonable levels as Landlord deems appropriate and approves; and


	
 

	
 


	
 

	
          (3)
 worker’s compensation or similar insurance in form and amounts required by
 law.








	
 

	
 


	
 

	
   F. INCREASE
 IN INSURANCE PREMIUMS. Tenant will not do or suffer to be done, or keep
 or suffer to be kept, anything in, upon or about the Leased Premises which
 will violate Landlord’s policies of hazard or liability insurance or which
 will prevent Landlord from procuring such policies in companies acceptable to
 Landlord. If anything done, omitted to be done or suffered by Tenant to be
 kept in, upon or about the Leased Premises shall cause the rate of fire or
 other insurance on the Leased Premises or on other property of Landlord or of
 others within the Property to be increased beyond the minimum rate from time
 to time applicable to the Leased Premises or to any such property for the use
 or uses made thereof, Tenant will pay, as Additional Rent, the amount of any
 such increase upon Landlord’s demand.


	
 

	
 


	
 

	
   G. WAIVER
 OF RIGHT OF RECOVERY. Notwithstanding anything to the contrary contained
 in this Lease, Tenant waives all rights to recover against Landlord, its
 officers, directors, shareholders, partners, joint ventures, employees or
 agents, for any loss or damage to Tenant’s property to the extent covered by
 insurance. Landlord waives all rights to recover against Tenant, its
 officers, directors, shareholders, partners, joint ventures, employees or
 agents, for any loss or damage to Landlord’s property to the extent covered
 by insurance. Neither Landlord nor Tenant shall be liable to each other or
 any insurance company (by way of subrogation or otherwise) which insured any
 such losses, damages or expenses. Each party shall use reasonable efforts to
 cause their respective insurers to issue appropriate waiver of subrogation
 rights endorsements to all policies of insurance carried in connection with
 the Property or the Leased Premises or the contents of either of them, and if
 obtained then each party shall deliver to the other party (within a
 reasonable period of time after a written request for the same) adequate
 written proof (for example, a policy and certificate of insurance with
 attached endorsement) of the issuance of the foregoing.


	
 

	
 


	
LANDLORD’S
 LIABILITY


	
 

	
 


	
 

	
17. Landlord shall not
 be liable for any damage to property placed in the custody of its employees,
 nor for the loss of any property by theft or otherwise. Landlord shall not be
 liable for damage or injury to person or property unless notice in writing of
 any defect (which Landlord has under the terms of this Lease the duty to
 correct) alleged to have caused such damage or injury shall have been given
 to Landlord a sufficient time before the occurrence of such damage or injury
 to have reasonably enabled Landlord to correct such defect, and even then only
 if such damage or injury is due to Landlord’s gross negligence; nor shall
 Landlord or its agents be liable for interference with the light, air or
 other incorporeal hereditaments; nor shall Landlord be liable for any latent
 defect in the Property or its equipment; nor shall Landlord be liable for the
 negligence or willful misconduct of any other tenant or occupant. Landlord
 shall in no event be liable to Tenant, its agents, employees, contractors,
 customers or other visitors for any injury or damage to persons or property
 resulting from falling sheetrock or ceiling tiles, steam, gas, electricity,
 water, rain, snow, or dampness which may leak or issue from or through any
 part of the Leased Premises, or from pipes, appliances or plumbing, or from
 sewers, or the street, or subsurface, or from any other place by dampness or
 other cause of whatsoever nature and





11







	
 

	
 

	
 

	
 


	
 

	
unless due to
 Landlord’s gross negligence or willful misconduct. Tenant shall defend and
 indemnify Landlord from any claim of liability from which Landlord is hereby
 exonerated.


	
 

	
 


	
 

	
COVENANT
 TO SURRENDER AND HOLDING OVER


	
 

	
 


	
 

	
18. This Lease and the tenancy
 hereby created shall cease and terminate at the end of the Initial Lease Term
 or at the expiration of any renewal period(s), without the necessity of any
 notice of termination from either Landlord or Tenant, and Tenant hereby
 waives notice to remove and agrees that Landlord shall be entitled to the
 benefit of any law respecting summary recovery of possession of the Leased
 Premises from a tenant holding over to the same extent as if statutory notice
 were given. For the period of six (6) months prior to the expiration of the
 Initial Lease Term or any renewal period, respectively, Landlord shall have
 the right to display on the exterior of the Leased Premises the customary
 “For Rent” sign, and during such period Landlord may show the Leased Premises
 and all parts thereof to prospective tenants during normal business hours. If
 Tenant holds possession of the Leased Premises after the expiration or sooner
 termination of this Lease for any reason, Tenant shall pay Landlord at one
 and one half the highest monthly rent installment reserved in this Lease, to
 include Additional Rent, for such period, but such payment of rent shall not
 create any lease arrangement whatsoever between Landlord and Tenant. During
 such period, Landlord shall retain all of Landlord’s rights under this Lease
 and shall be entitled to the benefit of any law respecting summary recovery
 of possession of leased premises from a tenant holding over.


	
 

	
 


	
 

	
DEFAULT
 AND REMEDIES


	
 

	
 


	
 

	
19.A. “EVENT OF
 DEFAULT” DEFINED. Any one or more of the following events shall
 constitute an “Event of Default”:


	
 

	
 


	
 

	
 

	
(1)

	
the
 sale of Tenant’s interest in the Leased Premises under attachment, execution
 or similar legal process or, if Tenant is adjudicated to be bankrupt or
 insolvent and such adjudication is not vacated within ten (10) days;


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the
 filing of a voluntary or involuntary petition proposing the adjudication of
 Tenant or any guarantor of Tenant’s obligations hereunder as a bankrupt or
 Insolvent, or the reorganization of Tenant or any such guarantor, or an
 arrangement by Tenant or any such guarantor with its creditors, whether
 pursuant to the United States Bankruptcy Act or any similar federal or state
 proceedings, unless such petition is filed by a party other than Tenant or
 any such guarantor and is withdrawn or dismissed within thirty (30) days
 after the date of filing;


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
the
 admission in writing by Tenant or any such guarantor of its inability to pay
 its debts when due;


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
the
 appointment of a receiver or trustee for the business or property of Tenant
 or any such guarantor, unless such appointment shall be vacated within ten
 (10) days of its entry;


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
the
 making by Tenant or any such guarantor of an assignment for the benefit of
 its creditors, or if in any other manner Tenant’s interest in this Lease
 shall pass to another by operation of law;


	
 

	
 

	
 

	
 


	
 

	
 

	
(6)

	
the
 failure of Tenant to pay any rent or other sum of money within ten (10) days
 after the same is due hereunder;


	
 

	
 

	
 

	
 


	
 

	
 

	
(7)

	
default
 by Tenant in the performance or observance of any covenant or agreement of
 this Lease (other than a default involving the payment of money), which
 default is not cured within thirty (30) days after the giving of notice
 thereof by Landlord, unless such default is of such nature that it cannot be
 cured within such thirty (30) day period, in which case no Event of Default
 shall occur so long as Tenant shall commence the curing of the default within
 such thirty (30) day period and shall thereafter diligently prosecute the
 curing of same; provided, however, if Tenant shall default in the performance
 of any such covenant or agreement of this Lease two (2) or more times in any
 twelve (12) month period, then, notwithstanding that such defaults have each
 been cured by Tenant, any further similar





12







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
default shall be deemed an
 Event of Default without the ability for cure;


	
 

	
 

	
 

	
 


	
 

	
 

	
(8)

	
the vacating or
 abandonment of the Leased Premises by Tenant at any time during the lease
 term; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(9)

	
the occurrence of any
 other event described as constituting a default elsewhere in this Lease.


	
 

	
 

	
 

	
 


	
 

	
     B.
 REMEDIES. Upon the occurrence of an Event of Default, Landlord,
 without notice to Tenant in any instance (except where expressly provided for
 below) may do any one or more of the following:


	
 

	
 


	
 

	
 

	
(1)

	
sell
 at public or private sale all or any part of the goods, chattels, fixtures
 and other personal property belonging to Tenant which are or may be put into
 the Leased Premises during the lease term, whether exempt or not from sale
 under execution or attachment (it being agreed that said property shall at
 all times be bound with a lien in favor of Landlord and shall be chargeable
 for all rent for the fulfillment of the other covenants and agreements herein
 contained) and apply the proceeds of such sale, first, to the payment of all
 costs and expenses of conducting the sale or caring for or storing said
 property (including all attorneys’ fees), second, toward the payment of any
 indebtedness, including (without limitation) indebtedness for rent, which may
 be or may become due from Tenant to Landlord, and third, to pay Tenant any
 surplus remaining after all indebtedness of Tenant to Landlord has been fully
 paid;


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
perform,
 on behalf and at the expense of Tenant, any obligation of Tenant under this Lease
 which Tenant has failed to perform and of which Landlord shall have given
 Tenant notice, the cost of which performance by Landlord, together with
 interest thereon at the Default Rate from the date of such expenditure, shall
 be deemed Additional Rent and shall be payable by Tenant to Landlord upon
 demand. Notwithstanding the provisions of this clause (2) and regardless of
 whether an Event of Default shall have occurred, Landlord may exercise the
 remedy described in this clause (2) without any notice to Tenant If Landlord,
 In its good faith judgment, believes it would be materially injured by
 failure to take rapid action or if the unperformed obligation of Tenant
 constitutes an emergency;


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
elect
 to terminate this Lease and the tenancy created hereby by giving notice of
 such election to Tenant without any right on the part of Tenant to save the
 forfeiture by payment of any sum due or by other performance of condition,
 term, agreement or covenant broken, or elect to terminate Tenant’s possessory
 rights and all other rights of Tenant without terminating this Lease, and in
 either event, at anytime thereafter without notice or demand and without any
 liability whatsoever, re-enter the Leased Premises by force, summary
 proceedings or otherwise, and remove Tenant and all other persons and
 property from the Leased Premises, and store such property in a public
 warehouse or elsewhere at the cost and for the account of Tenant without
 resort to legal process and without Landlord being deemed guilty of trespass
 or becoming liable for any loss or damage occasioned thereby;


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
accelerate
 all basic rent, Additional Rent and other sums of money due hereunder; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
exercise
 any other legal or equitable right or remedy (including, but not limited to,
 obtaining injunctive relief) which it may have.


	
 

	
 

	
 

	
 


	
 

	
Any
 costs and expenses incurred by Landlord (including, without limitation,
 reasonable attorneys’ fees) in enforcing any of its rights or remedies under
 this Lease shall be deemed to be Additional Rent and shall be repaid to
 Landlord by Tenant upon demand.


	
 

	
 


	
 

	
To
 the extent permitted by law, Tenant hereby expressly waives any and all
 rights of redemption which Tenant may have under any current or future laws
 in the event Tenant is evicted or dispossessed for any reason.


	
 

	
 


	
 

	
     C.
 DAMAGES. If this Lease is terminated by Landlord pursuant to Section
 19.B., Tenant nevertheless shall remain liable for any rent and damages which
 may be due or sustained prior to such termination, all reasonable costs, fees





13







	
 

	
 

	
 

	
 


	
 

	
and
 expenses including, but not limited to, reasonable attorneys’ fees, costs and
 expenses incurred by Landlord in pursuit of its remedies hereunder, or in
 renting the Leased Premises to others from time to time (all such rent,
 damages, costs, fees and expenses being referred to herein as “Termination
 Damages”), additional damages which shall be that amount equal to accelerated
 rent, Percentage Rent (if any), Additional Rent and other sums due hereunder
 for the balance of the lease term, discounted to present value at a rate
 equal to the then applicable discount rate of the Federal Reserve Bank in
 Baltimore, Maryland plus one (1) percentage point (the “Liquidated Damages”),
 and all consequential damages to Landlord for Tenant’s failure to surrender
 the Leased Premises in accordance with the provisions of this Lease (and this
 clause shall survive the termination of this Lease). In determining such
 Liquidated Damages, the amount of Additional Rent and Percentage Rent (if any)
 shall be deemed to be the amount equal to the amounts of Additional Rent
 payable in the Lease Year immediately preceding the Lease Year in which
 default occurs (annualized in the event such preceding Lease Year is less
 than 12 months), discounted to present value.


	
 

	
 

	
 


	
 

	
Provided
 Landlord obtains a final money judgment against Tenant for the Termination
 Damages and the Liquidated Damages, if Landlord relets the Leased Premises
 prior to the expiration of the lease term, all Rent which would have been
 collected by Landlord from Tenant now paid by a new tenant will be credited
 against such judgment.


	
 

	
 

	
 


	
 

	
If
 this Lease is terminated pursuant to Section 19.B., Landlord may relet the
 Leased Premises or any part thereof, alone or together with other premises,
 for such term(s) (which may be greater or less than the period which
 otherwise would have constituted the balance of the lease term) and on such
 terms and conditions (which may include concessions or free rent and
 alterations of the Leased Premises) as Landlord, in its sole discretion, may
 determine, but Landlord shall not be liable for, nor shall Tenant’s
 obligations hereunder be diminished by reason of, any failure by Landlord to
 relet the Leased Premises or any failure toy Landlord to collect any rent due
 upon such reletting.


	
 

	
 

	
 


	
 

	
Nothing
 contained in this Lease shall limit or prejudice the right of Landlord to
 prove for and obtain, in proceedings for the termination of this Lease by
 reason of bankruptcy or insolvency, an amount equal to the maximum allowed by
 any statute or rule of law in effect at the time when, and governing the
 proceedings in which, the damages are to be proved, whether or not the amount
 be greater, equal to, or less than the amount of the loss or damages referred
 to above. The failure or refusal of Landlord to relet the Leased Premises or
 any part or parts thereof shall not release or affect Tenant’s liability for
 damages.


	
 

	
 

	
 


	
 

	
     D.
 REMEDIES IN EVENT OF BANKRUPTCY OR OTHER PROCEEDING. (1) Anything
 contained herein to the contrary notwithstanding, if termination of this
 Lease shall be stayed by order of any court having jurisdiction over any
 proceeding described in clauses (1) through (5) of Subsection 19.A., or by
 federal or state statute, then, following the expiration of any such stay, or
 if Tenant or Tenant as debtor-in-possession or the trustee appointed in any
 such proceeding (being collectively referred to as “Tenant” only for the
 purposes of paragraphs (1) and (2) of this Section 19.D.) shall fail to
 assume Tenant’s obligations under this Lease within the period prescribed
 therefor by law or within fifteen (15) days
 after entry of the order for relief or as may be allowed by the court, or if
 Tenant shall fail to provide adequate protection of Landlord’s right, title
 and interest in and to the Leased Premises or adequate assurance of the
 complete and continuous future performance of Tenant’s obligations under this
 Lease, Landlord, to the extent permitted by law or by leave of the court
 having jurisdiction over such proceeding, shall have the right, at its
 election, to terminate this Lease on fifteen (15) days prior notice to Tenant
 and upon the expiration of said fifteen (15) day period this Lease shall
 cease and expire as aforesaid and Tenant shall immediately quit and surrender
 the Leased Premises as aforesaid. Upon the termination of this Lease as
 provided above, Landlord, without notice, may re-enter and repossess the
 Leased Premises using such force for that purpose as may be necessary without
 being liable to indictment, prosecution or damages therefor and may
 dispossess Tenant by summary proceedings or otherwise.


	
 

	
 

	
 


	
 

	
          (2)
 For the purposes of the preceding paragraph (1), adequate protection of
 Landlord’s right, title and interest in and to the Leased Premises, and
 adequate assurance of the complete and continuous future performance of
 Tenant’s obligations under this Lease, shall include, without limitation, the
 following requirements:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
that Tenant pay to
 Landlord, on the first day of each month occurring subsequent to the entry of
 such order, or the effective date of such stay, a sum equal to the amount by
 which the Leased Premises diminished in value during the immediately
 preceding monthly period, but, in no event, an amount





14







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
which is less than the aggregate rent payable for
 such monthly period;


	
 

	
 

	
 


	
 

	
 

	
(b)

	
that Landlord be
 permitted to supervise the performance of Tenant’s obligations under this
 Lease, including but not limited to keeping all insurances in full force and
 effect;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
that Tenant pay to
 Landlord within fifteen (15) days after entry of such order or the effective
 date of such stay, as partial adequate protection against future diminution
 in value of the Leased Premises and adequate assurance of the complete and
 continuous future performance of Tenant’s obligations under this Lease, an
 additional security deposit in an amount acceptable to Landlord;


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
that
 Tenant has and will continue to have unencumbered assets after the payment of
 all secured obligations and administrative expenses to assure Landlord that
 sufficient funds will be available to fulfill the obligations of Tenant under
 this Lease; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
that
 if Tenant assumes this Lease and proposes to assign the same (pursuant to
 Title 11 U.S.C. 365, or as the same may be amended) to any person who shall
 have made a bona fide offer to accept an assignment of this Lease on terms
 acceptable to such court having competent jurisdiction over Tenant’s estate,
 then notice of such proposed assignment, setting forth (i) the name and
 address of such person, (ii) all of the terms and conditions of such offer,
 and (iii) the adequate assurance to be provided Landlord to assure such
 person’s future performance under this Lease, including, without limitation,
 the assurances referred to in Title 11 U.S.C. 365(b)(3), or as the same may
 be amended, shall be given to Landlord by Tenant no later than fifteen (15)
 days after receipt by Tenant of such offer, but in any event no later than
 fifteen (15) days prior to the date that Tenant shall make application to
 such court for authority and approval to enter into such assignment and
 assumption, and Landlord shall thereupon have the prior right and option, to
 be exercised by notice to Tenant given at any time prior to the effective
 date of such proposed assignment, to accept, or to cause Landlord’s designee
 to accept, an assignment of this Lease upon the same terms and conditions and
 for the same consideration, if any, as the bona fide offer made by such
 person less any brokerage commissions which may be payable out of the
 consideration to be paid by such person for the assignment of this Lease.


	
 

	
 

	
 

	
 


	
 

	
MECHANICS’
 LIENS


	
 

	
 


	
 

	
20.
 No work performed by Tenant
 pursuant to this Lease, whether in the nature of erection, construction,
 alteration, or repair, shall be deemed to be done at the direction of or for
 the immediate use and benefit of Landlord. No mechanic’s or other lien shall
 be allowed against the estate of Landlord by reason of any consent given by
 Landlord to Tenant to improve the Leased Premises. Tenant shall pay promptly
 all persons furnishing labor or materials with respect to any work performed
 by Tenant or its contractor on or about the Leased Premises. In the event any
 mechanic’s or other lien shall at any time be filed against the Leased
 Premises by reason of work, labor, services or materials performed or
 furnished, or alleged to have been performed or furnished to Tenant or to
 anyone holding the Leased Premises through or under Tenant, or if Landlord or
 Tenant shall receive a written notice of any intent to file a lien, Tenant
 shall cause the same to be discharged of record or bonded to the satisfaction
 of Landlord. If Tenant shall fail to cause such lien to be so discharged or
 bonded after being notified of the filing thereto or the intent to file such
 lien, then, in addition to any other right or remedy of Landlord, Landlord
 may bond or discharge the same by paying the amount claimed to be due, and
 the amount so paid by Landlord including reasonable attorneys’ fees incurred
 by Landlord, either in defending against such lien or in procuring the
 bonding or discharge of such lien, together with interest thereon at the
 Default Rate, shall be due and payable by Tenant to Landlord upon demand as
 Additional Rent.





15







	
 

	
 


	
 

	
LEASEHOLD IMPROVEMENTS


	
 

	
 


	
 

	
21.
 All leasehold Improvements installed in the Leased Premises and either
 permanently affixed or initially paid for by Landlord shall remain the
 property of Landlord and shall not be removed by Tenant at any time,
 including upon the expiration of the lease term. If Tenant is in default
 hereunder, Landlord shall have the benefit of any applicable lien on Tenant’s
 property located in or on the Leased Premises as may be permitted under the
 laws of Maryland and in the event such lien is asserted by Landlord in any
 manner or by operation of law, Tenant shall not remove or permit the removal
 of said property until the lien has been removed and all defaults have been
 cured. If Tenant is in default, Landlord shall also be entitled to pursue
 such remedies and institute such actions and proceedings as are permitted by
 law. Landlord shall be entitled to require that Tenant execute such
 recordable documents as Landlord may request for the purpose of notifying all
 suppliers of labor and/or materials to Tenant that any such supplier of labor
 and/or materials to Tenant shall have no lien whatsoever in, on, or against
 the Property, or the improvements thereon.


	
 

	
 


	
 

	
BROKERS’ COMMISSIONS


	
 

	
 


	
 

	
22. Landlord recognizes
 Blue and Obrecht Realty, Inc. as the sole broker procuring this Lease and
 shall pay said broker a commission therefor pursuant to a separate agreement
 between said broker and Landlord. Landlord and Tenant each represent and
 warrant to one another that except as set forth herein neither of them has
 employed any broker, agent or finder in carrying on the negotiations relating
 to this Lease. Landlord shall indemnify and hold Tenant harmless, and Tenant
 shall indemnify and hold Landlord harmless, from and against any claim or
 claims for brokerage or other commissions arising from or out of any breach
 of the foregoing representation and warranty by the respective indemnitors.


	
 

	
 


	
 

	
COMPLIANCE WITH LAWS


	
 

	
 


	
 

	
23.
 Tenant, at its sole expense, shall promptly observe and comply with, whether
 now in force or which may hereafter be in force, all federal, state and local
 laws, orders, rules, requirements and regulations, and of any and all
 governmental authorities or agencies and of any board of fire underwriters or
 other similar organization respecting the Leased Premises and the manner in which
 the Leased Premises are or should be used, occupied and maintained by Tenant;
 provided, however, that Landlord and not Tenant shall make all structural
 changes and correct all structural defects in the Leased Premises necessary
 to comply with requirements of law, and make all repairs, changes or
 alterations necessary because the Leased Premises were not constructed in
 compliance with any of said statutes, ordinances, laws, orders, regulations
 or requirements. All licenses, fees, and charges arising out of Tenant’s use
 of the Leased Premises and all charges for minor privileges occasioned by the
 occupancy of Tenant shall be the responsibility of Tenant.


	
 

	
 


	
 

	
Tenant,
at its sole expense, shall comply with all requirements of (i) the Americans
with Disabilities Act of 1990 and with all rules, regulations and guidelines
thereto, as the same are in effect on the date hereof and may hereafter be
amended, modified or supplemented (collectively the “ADA”), (ii) the Maryland State Human
Relations Commission Act (the “SHRCA”)
and (iii) any other similar laws, rules of regulations, as they relate to the
Leased Premises and the conduct of Tenant’s business therein. Any and all
alterations, additions and improvements required or permitted to be made by
Tenant pursuant to the terms of this Lease (collectively the “Alterations”) shall be subject to the
requirements of this Section 23. Notwithstanding anything contained herein to
the contrary, If the Alterations, or Tenant’s use and occupancy of the Leased
Premises, necessitate any alterations or improvements to any other parts of
the Property outside the Leased Premises, Tenant shall pay the full cost of
such alterations or improvements promptly upon demand by Landlord. Tenant
shall indemnify, defend and hold harmless Landlord from any and all lawsuits,
actions, claims, losses, damages, costs and expenses (including court costs
and reasonable attorneys’ fees) incurred by Landlord as a result of Tenant’s
failure to comply with any provisions of this Section 23, which obligation
shall survive the expiration or earlier termination of this Lease. If Tenant
fails to comply with its obligations hereunder, Landlord shall have the
right, in its sole discretion, to do or cause to be done any and all work
necessary to comply with same, and Tenant shall pay the cost thereof as
Additional Rent. Tenant shall pay such Additional Rent within ten (10) days
after receipt of a bill from Landlord. Within ten (10) days after receipt,
Tenant shall provide Landlord with copies of any notices alleging violation
of the ADA relating to any portion of the Leased Premises; any claims made or
threatened in writing regarding non-compliance with the ADA and relating to
any portion of the Leased Premises; or any  





16







	
 

	
 


	
 

	
governmental or regulatory actions or investigations
 instituted or threatened regarding non-compliance with the ADA and relating
 to any portion of the Leased Premises.


	
 

	
 


	
 

	
ENVIRONMENTAL REQUIREMENT


	
 

	
 


	
 

	
24. Tenant shall (a)
not engage in any activity which will result in any “hazardous materials
contamination” (defined herein) to the Leased Premises, (b) immediately give
notice to Landlord upon acquiring knowledge of the presence of any “hazardous
waste” or “hazardous substance” or “hazardous material” (as those terms are
defined herein) in the Leased Premises or any hazardous materials
contamination with a complete description thereof; (c) comply with all laws,
ordinances, rules, regulations, orders and directives requiring the removal,
treatment or disposal of any hazardous materials contamination and provide
Landlord, upon demand, with satisfactory evidence of such compliance; (d)
provide Landlord, within thirty (30) days after notice, with assurance that
the necessary funds are available to pay the cost of removing, treating and
disposing of any hazardous materials contamination caused by Tenant or any of
its agents, employees, contractors, invitees, assignees, subtenants,
officers, directors or shareholders; (e) discharge any lien which may be
established on the Leased Premises as a result of any hazardous materials
contamination; and (f) defend, indemnify and hold harmless Landlord and any
Mortgagee, if any, from any and all claims, losses, costs, damages or
expenses, including but not limited to reasonable attorneys’ fees and court
costs, which may be asserted as a result of the presence of any hazardous
substance or hazardous waste or hazardous material on the Leased Premises or
any hazardous materials contamination due to any actions by Tenant or any of
its agents, employees, contractors, invitees, assignees, subtenants,
officers, directors or shareholders. “Hazardous
materials contamination” means the contamination of the Leased
Premises, facilities, soil, ground water, air, or other elements on, or off,
any other property as a result of any hazardous substance or hazardous waste
or hazardous material at any time emanating from the Leased Premises. The term
“hazardous waste” as used herein
shall have the same meaning as defined in the Resource Conservation and
Recovery Act of 1976, as amended from time to time, and regulations
promulgated thereunder. The term “hazardous
substance” as used herein shall have the same meaning as defined
in (a) the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended from time to time, and regulations promulgated
thereunder, and/or (b) § 7-201 (m) of the Environment Article of the
Annotated Code of Maryland (1987 Vol., as amended). The term “hazardous material” as used herein shall
mean (a) any “oil” as defined in § 4-401 (g) of the Environment Article of
the Annotated Code of Maryland (1987 Vol., as amended), and/or (b) any
material or substance that, whether by its nature or use, is subject to
regulation under any present or future law, ordinance, rule, regulation,
order or directive, addressing environmental health or safety issues, of or
by any federal, state or local government or governmental agency
(collectively “Environmental Requirements”).  


	
 

	
 


	
 

	
Landlord represents, to
 the best of its knowledge, without inquiry or investigation, that the
 Prospect, upon the Commencement Date of this lease complies with all
 Environmental Requirements.


	
 

	
 


	
 

	
Tenant hereby covenants
 and agrees that if at any time it is determined that there are materials
 located on the Leased Premises or on the Property as caused by Tenant which,
 under any Environmental Requirements require special handling in collection,
 storage, treatment, or disposal. Tenant shall immediately take or cause to be
 taken, at its sole expense, such actions as may be necessary to comply with
 all Environmental Requirements. If Tenant shall fail to take such action,
 Landlord may make advances or payments towards performance or satisfaction of
 the same but shall be under no obligation to do so; and all sums so advanced
 or paid, including all sums advanced or paid in connection with any judicial
 or administrative investigation or proceeding relating thereto, including,
 without limitation, reasonable attorneys’ fees, fines, or other costs, shall
 be repaid by Tenant, upon demand by Landlord, and shall bear interest at the
 rate of four percent (4%) per annum above the prime rate of interest that is
 publicly announced by Bank of America from time to time. Failure of Tenant to
 comply with all Environmental Requirements shall constitute and be a default
 under this Lease. Notwithstanding the above provisions of Section 24 Tenant
 shall not be responsible for any Hazardous Materials Contamination, Hazardous
 Waste, Hazardous Substance, or Hazardous Material that were present on the
 Property including the Leased Premises prior to the Commencement Date of this
 Lease.





17







NOTICES


	
 

	
 


	
 

	
25.A. SENDING OF
NOTICES. All notices, demands, requests, approvals and consents
(collectively referred to as “Notices”) required or permitted under this
Lease shall be in writing and shall be either (i) personally delivered with
signed receipt, (ii) sent by first class certified mail - return receipt
request, postage prepaid, or (iii) sent by a nationally-recognized, overnight
courier and addressed (i) if to Landlord, at 9640 Deereco Road, Timonium,
Maryland 21093, or (ii) if to Tenant at the Leased Premises attention Real
Estate Department. All Notices personally delivered shall conclusively be
deemed delivered at the time of such delivery. All Notices sent by certified
mail shall conclusively be deemed delivered two (2) days after the deposit thereof
in the United States mails. All Notices delivered by overnight courier shall
conclusively be deemed made one (1) business day after delivery to such
courier service. Any party may designate a change of address by notice to the
other party, given at least ten (10) days before such change of address is to
become effective. 


	
 

	
 


	
 

	
     B.
 NOTICE TO MORTGAGEES. If any Mortgagee shall notify Tenant that it is
 the holder of a mortgage affecting the Leased Premises, no notice, request or
 demand thereafter sent by Tenant to Landlord shall be effective unless and
 until a copy of the same shall also be sent to such Mortgagee to such address
 as such Mortgagee shall designate.


	
 

	
 


	
MISCELLANEOUS


	
 


	
 

	
26.A. ACCORD AND
 SATISFACTION. No receipt and retention by Landlord of any payment
 tendered by Tenant in connection with this Lease will give rise to, support,
 or constitute an accord and satisfaction, notwithstanding any accompanying
 statement, instruction, or other assertion to the contrary (whether by
 notation on a check or in a transmittal letter or otherwise), unless Landlord
 expressly agrees to an accord and satisfaction in a separate writing duly
 executed by the appropriate persons. Landlord may receive and retain,
 absolutely and for itself, any and all payments so tendered, notwithstanding
 any accompanying instructions by Tenant to the contrary. Landlord will be
 entitled to treat any such payments as being received on account of any item
 or items of rent, interest, expense, or damage due in connection herewith, in
 such amounts and in such order as Landlord may determine at its sole
 discretion.


	
 

	
 


	
 

	
     B.
 CAPTIONS AND PRONOUNS. The captions are inserted only as a matter of
 convenience and for reference and in no way define, limit or describe the
 scope of this Lease, or the intent of any provision thereof. Reference to
 masculine, feminine, or neuter gender shall include all other genders.


	
 

	
 


	
 

	
     C.
 CORPORATE TENANTS. If Tenant is a corporation, the persons executing
 this Lease on behalf of Tenant hereby covenant and warrant that: Tenant is a
 duly constituted corporation qualified to do business in the State of
 Maryland; all Tenant’s franchises and corporate taxes have been paid to date;
 all future forms, reports, fees and other documents necessary for Tenant to comply
 with applicable laws will be filed by Tenant when due; and such persons are
 duly authorized by the board of directors of such corporation to execute and
 deliver this Lease on behalf of the corporation.


	
 

	
 


	
 

	
     D.
 EXHIBITS AND COUNTERPARTS. All exhibits referred to herein are
 expressly incorporated in, and made a part of, this Lease. This Lease may be
 executed in one or more counterparts, each of which shall be deemed an
 original, but all of which together shall constitute one and the same lease.


	
 

	
 


	
 

	
     E.
 FEES AND EXPENSES. If Tenant shall default in the observance or
 performance of any term or covenant on Tenant’s part to be observed or
 performed under or by virtue of any of the terms or provisions in this Lease
 and beyond all applicable grace periods, Landlord may immediately, or at
 any time thereafter and without notice, perform the same for the account of
 Tenant, and if Landlord makes any expenditures or incurs any obligations for
 the payment of money in connection therewith including, but not limited to,
 attorneys’ fees in instituting, prosecuting or defending any action or
 proceeding, such sums paid or obligations incurred with interest and costs
 shall be deemed to be Additional Rent hereunder and shall be paid by Tenant
 to Landlord within five (5) days of rendition of any bill or statement to
 Tenant therefor.


	
 

	
 


	
 

	
     F. GOVERNING
 LAW. This Lease shall be governed by and construed in accordance with the
 laws of the State of Maryland.





18







	
 

	
 


	
 

	
     G. INTERPRETATION.
 Landlord and Tenant hereby agree that both parties were equally influential
 in preparing and negotiating this Lease, and each had the opportunity to seek
 the advice of legal counsel prior to the execution of this Lease. Therefore,
 Landlord and Tenant agree that no presumption should arise construing this
 Lease more unfavorably against any one party.


	
 

	
 


	
 

	
     H. LIMITATION
 OF RIGHT OF RECOVERY AGAINST LANDLORD. Notwithstanding anything to the
 contrary contained in this Lease, it is agreed and understood that Tenant
 shall look solely to the interest of Landlord in the Property for the
 enforcement of any judgment (or other judicial decree) requiring the payment
 of money by Landlord to Tenant by reason of any default or breach by Landlord
 in the performance of its obligations under this Lease, it being agreed
 hereby that no other assets of Landlord shall be subject to levy, execution,
 attachment or other such legal process for the enforcement or satisfaction of
 the remedies pursued by Tenant in the event of such default or breach. No personal
 judgment shall lie against Landlord. This provision, which shall inure to
 Landlord’s successors and assigns including any Mortgagee, is not intended to
 relieve Landlord from the performance of any of Landlord’s obligations under
 this Lease, but only to limit the personal liability of Landlord in case
 Tenant obtains a judgment against Landlord.


	
 

	
 


	
 

	
     I. NO OPTION.
 The submission of this Lease for examination does not constitute a
 reservation of, or option for, the Leased Premises, and this Lease shall
 become effective only upon execution and delivery thereof by both parties.


	
 

	
 


	
 

	
     J. NO ORAL
 MODIFICATIONS. This Lease contains the entire agreement between the
 parties hereto and no change, waiver, or modification of the terms of this
 Lease, except for rules and regulations shall be binding unless in writing
 and signed by all of the parties hereto. Landlord or Landlord’s agents have
 made no representations or promises with respect to the Property or Leased
 Premises except as expressly set forth herein.


	
 

	
 


	
 

	
The Tenant acknowledges and agrees that no
prior information provided or statements made by the Landlord or its agent(s)
(“Prior Information”), including, without limitation, estimated gross sales
and common area maintenance calculations, any other financial matters, and
any matters related to: (i) any of the premises in the Property; (ii) the
Property itself; or (iii) the number or kind of tenants in the Property, have
in any way induced the Tenant to enter into this Lease. 


	
 

	
 


	
 

	
The Tenant acknowledges that prior to
 entering into this Lease, the Tenant has satisfied itself of all its concerns
 by conducting an independent investigation of the validity of such Prior
 Information.


	
 

	
 


	
 

	
     K. NO
 WAIVERS. The failure of Landlord to insist, In any one or more instances,
 upon a strict performance of any of the covenants of this Lease, or to
 exercise any option herein contained, shall not be construed as a waiver, or
 a relinquishment for the future, of such covenant or option, but the same
 shall continue and remain in full force and effect. The receipt by Landlord
 of rent, with knowledge of the breach of any covenant hereof, shall not be
 deemed a waiver of such breach, and no waiver by Landlord of any provision
 hereof shall be deemed to have been made unless expressed in writing and
 signed by Landlord.


	
 

	
 


	
 

	
     L. PERFORMANCE
 OF LANDLORD’S OBLIGATIONS BY MORTGAGEE. Tenant shall accept performance
 of any of Landlord’s obligations hereunder by any Mortgagee.


	
 

	
 


	
 

	
     M. POSSESSION.
 Landlord covenants and agrees that possession of the Leased Premises shall be
 given to Tenant as soon as the Leased Premises are ready for occupancy by
 said Tenant. In case possession, in whole or in part, cannot be given to
 Tenant on or before the Commencement Date of this Lease, Landlord agrees to
 abate the rent proportionately until possession is given to Tenant, and
 Tenant agrees to accept such pro-rata abatement as liquidated damages for the
 failure to obtain possession. Tenant shall be permitted to enter the Leased
 Premises during the two (2) weeks prior to the Commencement Date of this
 Lease for the purpose of setting up telephone system, computer system and
 associated low voltage wiring. If Landlord is not able to give Tenant
 possession of the Leased Premises within six (6) months from receipt of
 building permit Tenant may, at its sole option, terminate this Lease.


	
 

	
 


	
 

	
     N. RECORDING.
 This Lease may be recorded at the option of Landlord or Tenant and, if either
 party so elects, the costs of such recording, including recordation tax and
 transfer tax, shall be paid by the party requesting such recordation.


	
 

	
 


	
 

	
     O.
 RELOCATION. Intentionally deleted.





19







	
 

	
 


	
 

	
     P. REMEDIES
CUMULATIVE. No reference to any specific right or remedy shall preclude
Landlord from exercising any other right or from having any other remedy or
from maintaining any action to which it may otherwise be entitled at law or
in equity. No failure by Landlord to insist upon strict performance of any
agreement, term, covenant or condition hereof, or to exercise any right or
remedy consequent upon a breach
thereof, and no acceptance of full or partial rent during the continuance of
any such breach shall constitute a waiver of any such breach. No waiver by
Landlord of any breach by Tenant under this Lease or of any breach by any
other tenant under any other lease of any portion of the Property shall
affect or alter this Lease in any way whatsoever. 


	
 

	
 


	
 

	
     Q. RENTAL
 SIGN. Landlord shall have the right to place a “For Rent” sign on any
 portion of the Leased Premises during the period beginning one hundred eighty
 (180) days prior to the expiration of the lease term and to place a “For
 Sale” sign thereon at any time.


	
 

	
 


	
 

	
     R.
 RULES AND REGULATIONS. Tenant covenants that the rules and regulations
 appended hereto and such other and further rules and regulations as Landlord
 may make, which in its judgment are desirable for the reputation, safety,
 care or cleanliness of the Property and Leased Premises, or the operation or
 maintenance of the Property and its equipment, or the comfort or health of
 tenants, shall be faithfully observed and performed by Tenant. Tenant shall
 be deemed to have notice of any such rules and regulations when a copy thereof has been mailed to Tenant by Landlord at the time and in the manner set
 forth in this Lease for Notices. Landlord shall have the right to change such
 rules and regulations and to waive in writing, or otherwise, any or all of
 such rules and regulations in respect to one or more tenants, and Landlord
 shall not be responsible to Tenant for the non-observance or violation of any
 of such rules and regulations by any other tenant or other person. The
 provisions of the rules and regulations shall not be deemed to limit any
 covenant or provision of this Lease to be performed or fulfilled by Tenant.


	
 

	
 


	
 

	
     S.
 SECURITY INTEREST. To secure performance of all of Tenant’s
 obligations under this Lease, Tenant hereby grants Landlord a security
 interest in and to all equipment, fixtures and inventory of Tenant, now or
 hereafter located on the Leased Premises, and all proceeds and products
 thereof. In connection therewith, Landlord shall have all the rights and
 remedies of a secured credit or under the Maryland Uniform Commercial Code.
 This security interest shall be in addition to any other lien granted to
 Landlord as a matter of law. Such security interest is subject to purchase
 money security interests or pre-existing security interests in favor of
 Tenant’s lender.


	
 

	
 


	
 

	
     T.
 SEVERABILITY. If any portion of any term or provision 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 term or provision to persons or circumstances other than
 those as to which it is held invalid or unenforceable, shall not be affected
 thereby, and each term and provision of this Lease shall be valid and be
 enforced to the fullest extent permitted by law.


	
 

	
 


	
 

	
     U.
 SEVERAL LIABILITY. If Tenant shall be one or more individuals,
 corporations or other entities, whether or not operating as a partnership or
 joint venture, then each such individual, corporation, entity, joint venturer
 or partner shall be deemed to be both jointly and severally liable for the
 payment of the entire rent and other payments specified herein.


	
 

	
 


	
 

	
     V.
 SIGNS. Landlord shall provide Tenant with standard building signage, to
 include lobby directory and signage adjacent to Tenant’s suite entrance door.
 Tenant covenants that it will not erect, display or maintain or permit to be
 erected, displayed or maintained, any signs, or lights on the exterior of
 the Leased Premises without securing the prior written approval of Landlord,
 and further, that it will not erect, display or maintain any illuminated sign
 or signs or lights in or about the show window or front of the Leased
 Premises which shall be visible to the exterior without first securing the
 prior written approval of Landlord. All sign permits if required by the
 governing municipalities, must be acquired by Tenant at Tenant’s expense,
 prior to erection of any sign. Upon termination of this Lease, Tenant shall
 pay for the costs of removing any such signs and for any damage to the Leased
 Premises caused thereby. Landlord reserves the right to establish, at any
 time, sign specifications for the design and construction of Tenant signage.
 Such specifications may be changed at the discretion of Landlord. “Signs”
 shall include all signs, designs, monuments, canopies, poles, logos, banners,
 projected images, pennants, decals, advertisements, pictures, notices,
 lettering, numerals, graphics, or decoration.





20







	
 

	
 


	
 

	
     W. SUCCESSORS
 AND ASSIGNS. This Lease and the covenants, terms and conditions contained
 herein shall inure to the benefit of and be binding on Landlord, its
 successors and assigns, provided that, if Landlord shall transfer title to
 the Property, by operation of law or otherwise, Landlord shall be relieved of
 all covenants and obligations hereunder upon completion of such sale or
 transfer, and It shall be considered that the transferee has assumed and
 agreed to carry out all of the obligations of Landlord hereunder. This Lease
 and the covenants, terms and conditions contained herein shall be binding on
 and inure to the benefit of Tenant, its heirs, personal representatives, and
 permitted successors and assigns.


	
 

	
 


	
 

	
     X.
 THIRD PARTY BENEFICIARY. Nothing contained in this Lease shall be
 construed so as to confer upon any other party the rights of a third party
 beneficiary except rights contained herein for the benefit of a Mortgagee.


	
 

	
 


	
 

	
     Y.
 TIME IS OF THE ESSENCE. Landlord and Tenant hereby agree that time is
 of the essence in this Lease.


	
 

	
 


	
 

	
     Z.
 WAIVER OF JURY TRIAL. Landlord and Tenant hereby mutually waive any and
 all rights which either may have to request a jury trial in any action,
 proceeding or counterclaim at law or in equity in any court of competent
 jurisdiction arising out of this Lease or Tenant’s occupancy of or right to
 occupy the Leased Premises. Tenant further waives any right to remove said
 summary proceeding to any other court or to consolidate said summary
 proceeding with any other action, whether brought prior or subsequent to the
 summary proceeding.


	
 

	
 


	
RENTAL ABATEMENT


	
 

	
 


	
 

	
27. No monthly
 installments of annual rent payable under Section 2.A. of this Lease shall be
 due for the second, third, fourth, fifth nor the sixth month of the Initial
 Lease Term (the “Abatement Months”). The total amount of the said
 abatement shall be Two Hundred Thirty Thousand Eight Hundred Five and 00/100
 Dollars ($230,805.00). Tenant shall pay all Additional Rent due under this
 Lease for the Abatement Months, including but not limited to, those amounts
 due under Sections 2.E. and 4. Tenant acknowledges and agrees that Landlord
 has granted to Tenant a rental abatement for the Abatement Months in
 expectation of Tenant complying with all the provisions of this Lease;
 consequently, Tenant agrees that, notwithstanding the foregoing, the monthly
 installments of annual rent otherwise due and payable for the Abatement
 Months pursuant to Section 2.A., as well as the unamortized cost of the (i)
 tenant improvements constructed by Landlord and (ii) leasing commissions,
 shall become immediately due and payable to Landlord as Additional Rent upon
 the occurrence of a default by Tenant under this Lease. The amounts due under
 this paragraph shall be in addition to, and not in substitution of, any
 amounts due to Landlord in the event of a default pursuant to the other
 provisions of this Lease.


	
 

	
 


	
UNDERGROUND PARKING


	
 

	
 


	
 

	
28. So long as Tenant in
 not in default under the Lease, Landlord shall allocate to Tenant five (5)
 parking spaces in the lower level indoor parking area of Executive Plaza for
 the term of the lease at no charge to Tenant. Except as otherwise expressly set
 forth in this Section 28, the terms and conditions of Tenant’s use of said
 parking space shall be governed by that certain Application and Lease for
 Executive Plaza Lower Level Indoor Parking executed by Tenant and Landlord.


	
 


	
MOVING ALLOWANCE


	
 

	
 


	
 

	
29. Landlord shall
 reimburse Tenant the sum of One and 00/100 Dollar ($1.00) per square foot or
 Thirty Thousand Seven Hundred Seventy-Four and 00/100 Dollars ($30,774.00),
 which represents Landlord’s contribution toward the cost of moving Tenant’s
 furniture, fixtures and equipment to the Leased Premises. Said reimbursement
 shall be paid within ten (10) days after receipt of invoice from Tenant
 provided Tenant’s move is complete.





21







RIGHT OF FIRST OFFER


	
 

	
 


	
 

	
30. The term “First Offer Space” shall mean the adjacent
5th Floor of the Property.  


	
 

	
 


	
 

	
Upon receipt by Landlord of a bona fide
offer from a third party to lease the First Offer Space, Landlord shall give
written notice (the “Notice”) of offer to Tenant. Tenant shall have five (5)
days from receipt of the Notice in which to accept the offer, which
acceptance must be made in writing and be received by Landlord before the
expiration of said 5-day period. Tenant shall lease the First Offer Space
upon the same terms, covenants, and conditions contained in this Lease,
except that (i) there will be no rental abatement for the First Offer Space,
(ii) no parking spaces will be allocated for the First Offer Space, (iii) the
annual basic rental for the First Offer Space will be the same as the
then-current (on a per-square-foot basis) annual basic rental rate for the
Leased Premises, and (iv) the term for the Leased Premises will be adjusted so
that the term for the First Offer Space will expire on the same date as that
for the Leased Premises. If Tenant fails to exercise the First Offer Right,
then the same shall terminate and Landlord shall be free to lease the First
Offer Space to another tenant. If Tenant exercises the First Offer Right in a
timely manner, Landlord and Tenant shall enter into an appropriate amendment
to this Lease subjecting the First Offer Space to the terms, covenants, and
conditions contained in this Lease. In the event Tenant exercises its right
to lease the First Offer Space in accordance with the provisions herein, the
lease term for the First Offer Space shall commence on the date Landlord
tenders possession of the First Offer Space to Tenant and continue for five
(5) years therefrom. 





          IN
WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed
under seal by their authorized agents on the date first above written.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
 

	
Landlord:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
HILL
 MANAGEMENT SERVICES, INC.,

	
 


	
 

	
 

	
agent
 for the owner

	
 


	
 

	
 

	
 

	
 


	


	
 

	
By:

	


	
(SEAL)


	


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Title:

	
 VP

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date:

	
 10/26/03

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
 

	
Tenant:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
SYMPHONY
 HEALTH SERVICES, LLC

	
 


	
 

	
 

	
 

	
 


	


	
 

	
By:

	


	
(SEAL)


	


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Printed Name:

	
SALLY N. WELSBERG


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Title:

	
  President

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date:

	
  10/14/03


	
 

	
 

	
 

	
 





22







RULES AND
REGULATIONS


          The
following Rules and Regulations have been formulated for the safety and
well-being of all the tenants of the Property. Strict adherence to these Rules
and Regulations is necessary to guarantee that each and every tenant will enjoy
a safe and unannoyed occupancy in the Property. Any violation of these Rules
and Regulations by any tenant which continues after notice from Landlord and
after Tenant has had an opportunity to cure as provided for in the Lease
Agreement, shall be sufficient cause for termination of this Lease at the
option of Landlord.


          Landlord
may, upon request by any tenant, waive the compliance by such tenant of any of
the foregoing Rules and Regulations, provided that (a) no waiver shall be
effective unless signed by Landlord or Landlord’s authorised agent, (b) any
such waiver shall not relieve such tenant from the obligation to comply with
such rule or regulation in the future unless expressly consented to by
Landlord, and (c) no waiver granted to any tenant shall relieve any other
tenant from the obligation of complying with the foregoing Rules and
Regulations unless such other tenant has received a similar waiver in writing
from Landlord.


	
 

	
 

	
 


	
 

	
1.

	
The sidewalks, entrances, passages, courts,
 elevators, vestibules, stairways, corridors or halls or other parts of the
 Property not occupied by any tenant shall not be obstructed or encumbered by
 any tenant or used for any purpose other than ingress or egress to and from
 the Leased Premises. Landlord shall have the right to control and operate the
 public portions of the Property, and the facilities furnished for the common
 use of the tenants, in such manner as Landlord deems best for the benefit of
 the tenants generally. No tenant shall permit the visit to the Leased
 Premises of persons in such numbers or under such conditions as to interfere
 with the use and enjoyment by other tenants of the entrances, corridors,
 elevators, and other public portions or facilities of the Property.


	
 

	
 

	
 


	
 

	
2.

	
No awnings or other projections shall be
 attached to the outside walls of the Property without the prior written
 consent of Landlord, No drapes, blinds, shades, or screens shall be attached
 to or hung in, or used in connection with, any window or door of the Leased
 Premises, without the prior written consent of Landlord. Such awnings,
 projections, curtains, blinds, screens or other fixtures must be of a quality
 type, design and color and attached in the manner approved by Landlord.


	
 

	
 

	
 


	
 

	
3.

	
No sign, advertisement, notice, or other
 lettering shall be exhibited, inscribed, painted or affixed by any tenant on
 any part of the outside or inside of the Leased Premises or Property without
 the prior written consent of Landlord. In the event of the violation of the
 foregoing by any tenant, Landlord may remove same without any liability, and
 may charge the expense incurred by such removal to the tenant or tenants
 violating this rule. All interior signs on the doors and directory tablet
 shall be inscribed, painted or affixed for each tenant by Landlord, and shall
 be of a size, color and style acceptable to Landlord.


	
 

	
 

	
 


	
 

	
4.

	
No show cases or other articles shall be put in
 front of or affixed to any part of the exterior of the Property, nor placed
 in the halls, corridors or vestibules without the prior written consent of
 Landlord.


	
 

	
 

	
 


	
 

	
5.

	
The water and wash closets and other plumbing
 fixtures shall not be used for any purposes other than those for which they
 were constructed, and no sweepings, rubbish, rags, or other substances shall
 be thrown therein. 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.


	
 

	
 

	
 


	
 

	
6.

	
There shall be no marking, painting, drilling
 into or other form of defacing or damage of any part of the Leased Premises
 or the Property. No boring, cutting or stringing of wires shall be permitted.
 No tenant shall construct, maintain, use or operate within the Leased
 Premises or elsewhere within or on the outside of the Property, any
 electrical device, wiring or apparatus in connection with a loud speaker
 system or other sound system without Landlord’s prior written approval.
 However, Landlord shall not unreasonably withhold consent if Tenant wants to
 paint within the Leased Premises.


	
 

	
 

	
 


	
 

	
7.

	
No bicycles, vehicles or animals, birds or pets
 of any kind shall
 be brought into or kept in or








23







	
 

	
 

	
 


	
 

	
 

	
about the Leased Premises, and no cooking shall
 be done or permitted by any tenant on said Leased Premises except for such
 tenant’s employees use. No tenant shall cause or permit any unusual or
 objectionable odors to originate from the Leased Premises.


	
 

	
 

	
 


	
 

	
8.

	
No tenant shall make, or permit to be made, any
 disturbing noises or disturb or interfere with occupants of this or
 neighboring Properties or Leased Premises or those having business with them,
 whether by the use of any musical instrument, radio, talking machine or in
 any other way. No tenant shall throw anything out of the doors or windows or
 down the corridors or stairs.


	
 

	
 

	
 


	
 

	
9.

	
No space in the Property shall be used for
 manufacturing, for the storage of merchandise, or for the sale of
 merchandise, goods or property of any kind at auction.


	
 

	
 

	
 


	
 

	
10.

	
No flammable, combustible or explosive fluid,
 chemical or substances shall be brought or kept upon the Leased Premises.


	
 

	
 

	
 


	
 

	
11.

	
No additional locks or bolts of any Kind shall
 be placed upon any of the doors or windows by any tenant, nor shall any
 changes be made in existing locks or the mechanism thereof without the prior
 written approval of Landlord. The doors leading to the corridors or main
 halls shall be kept closed during business hours except as they may be used
 to ingress or egress. Each tenant shall, upon the termination of his tenancy,
 return to Landlord all keys of stores, offices, storage, and toilet rooms
 either furnished to, or otherwise procured by, such tenant and in the event
 of the loss of any such keys, such tenant shall pay to Landlord the cost of
 replacing the locks.


	
 

	
 

	
 


	
 

	
12.

	
All removals, or the carrying in or out of any
 safes, freight, furniture or bulky matter of any description must take place
 during the hours which Landlord or its agents may determine from time to
 time. Landlord reserves the right to inspect all freight to be brought into the
 Property and to exclude from the Property all freight which violates any of
 these Rules and Regulations or the Lease of which these Rules and Regulations
 are a part.


	
 

	
 

	
 


	
 

	
13.

	
Any person employed by any tenant to do
 janitorial work within the Leased Premises must obtain Landlord’s consent
 prior to commencing such work, and such person shall, while in the Property
 and outside of said Leased Premises, comply with all instructions issued by
 the superintendent of the Property. No tenant shall engage or pay any
 employees on the Leased Premises, except those actually working for such
 tenant on said Leased Premises.


	
 

	
 

	
 


	
 

	
14.

	
No tenant shall purchase spring water, ice,
 coffee, soft drinks, towels, or other merchandise services from any company
 or persons whose repeated violations of the Property’s regulations have
 caused, in Landlord’s opinion, a hazard or nuisance to the Property and/or
 its occupants


	
 

	
 

	
 


	
 

	
15.

	
Landlord shall have the right to prohibit any
 advertising by any tenant which in Landlord’s opinion tends to impair the
 reputation of the Property or its desirability as a Property for offices, and
 upon written notice from Landlord, such tenant shall refrain from or
 discontinue such advertising.


	
 

	
 

	
 


	
 

	
16.

	
The Leased Premises shall not be used for
 lodging or sleeping or for any immoral or illegal purpose.


	
 

	
 

	
 


	
 

	
17.

	
No tenant shall occupy or permit any portion of
 the Leased Premises to be used or occupied as an office for a public
 stenographer or typist, or for the possession, storage, manufacture, or sale
 of liquor, narcotics, dope, tobacco in any form, or as a barber or manicure
 shop, or as an employment bureau unless said tenant’s lease expressly grants
 permission to do so. No tenant shall engage or pay any employees on the
 Leased Premises, except those actually working for such tenant on said Leased
 Premises, nor advertise for laborers giving an address at said Leased
 Premises.


	
 

	
 

	
 


	
 

	
18.

	
Each tenant, before closing and leaving the
 Leased Premises at any time, shall see that all lights are turned off.








24







	
 

	
 

	
 


	
 

	
19.

	
The requirements of tenants will be attended to
 only upon application at the office of the Property. Property employees shall
 not perform any work or do anything outside of their regular duties, unless
 under special instruction from the management of the Property.


	
 

	
 

	
 


	
 

	
20.

	
Canvassing, soliciting and peddling on the
 Property is prohibited and each tenant shall cooperate to prevent the same.


	
 

	
 

	
 


	
 

	
21.

	
No water cooler, plumbing or electrical fixture
 shall be installed by any tenant.


	
 

	
 

	
 


	
 

	
22.

	
There shall not be used in any space, or in the
 public halls of the Property, either by any tenant or by jobbers or others,
 in the delivery or receipt of merchandise, any hand trucks, except those
 equipped with rubber tires and side guards.


	
 

	
 

	
 


	
 

	
23.

	
Access plates to underfloor conduits shall be
 left exposed. Where carpet is installed, carpet shall be cut around access
 plates.


	
 

	
 

	
 


	
 

	
24.

	
Mats, trash or other objects shall not be placed
 in the public corridors.


	
 

	
 

	
 


	
 

	
25.

	
Drapes installed by Landlord for the use of any
 tenant or drapes installed by any tenant which are visible from the exterior
 of the Property must be cleaned by such tenant at least once a year, without
 notice, at such tenant’s own expense.








25












Exhibit A         











FIRST AMENDMENT TO
LEASE


          THIS
FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of this 25th day of February, 2004, by and between HILL
MANAGEMENT
SERVICES, INC., a Maryland corporation, agent for the owner (“Landlord”), and
SYMPHONY HEALTH
SERVICES, LLC, a Delaware limited liability company (“Tenant”).  


Recitals


          A.
Landlord and Tenant entered into a Lease
dated October 26, 2003 (the “Lease”), for Suites LL4, 600 and 700 consisting of approximately 31,086 square
feet (the “Initial Leased Premises”), which has an address of 11350 McCormick Road, Hunt Valley, Maryland (the
“Building”), in Executive Plaza IV in Baltimore County, Maryland (the
“Property”).  


          B.
Landlord and Tenant now
desire to amend certain provisions of the Lease and to provide Tenant with
additional office space in the Property.


Agreements


          NOW,
THEREFORE, in
consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:


          Section 1. Amendment of Lease. The
provisions of the Lease are amended as follows:


          1.1.
leased Premises. Commencing April 1, 2004, the Leased Premises shall
consist of approximately 42,448 square feet, and shall be comprised of the Initial Leased Premises and an
additional 11,362 square feet known as Suite 500 of Executive Plaza II (the “Additional Leased Premises”). The Additional
Leased Premises are more particularly depicted as outlined in red on Exhibit A, attached hereto and
made a part hereof  


          1.2.
Term. As a result of Tenant’s
occupancy of the Initial Leased Premises, the Commencement Date and the Expiration Date, as stated in Section 1.A. of the
Lease, shall be amended to delete February 1, 2004 and June 30, 2009 and
substitute in lieu thereof January 1, 2004 and May 31, 2009, respectively.
Commencing April 1, 2004, the Lease shall be extended for one (1) year and the Expiration Date of the Lease shall be
amended to delete May 31, 2009 and substitute in lieu thereof May 31, 2010.


          1.3.
Rent.
Commencing on April 1, 2004, Tenant shall pay to Landlord annual basic rent of
Seven Hundred Sixty-Four Thousand Sixty-Four and 00/100 ($764,064.00), payable in
equal monthly installments of Sixty-Three Thousand Six Hundred Seventy-Two and 00/100 ($63,672.00).
Commencing January 1, 2005, and for each succeeding lease year thereafter, the annual basic rent for the initial Leased Premises
shall be increased to an amount equal to 102.5% of the annual basic rent for
the Initial Leased Premises in the immediately preceding lease year as detailed
in Section 2.C. of the Lease. The annual basic rent for the Additional
Leased Premises shall be increased to an amount equal to 103% of the annual
basic rent for the Additional Leased
Premises in the immediately preceding lease year. Therefore, the blended annual
basic rent schedule shall be as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Year

	
 

	
Annual Rent

	
 

	
Monthly
 Rent


	
 

	


	
 

	


	
 

	



	
 

	
01/01/05 - 12/31/05

	
 

	
$784,188.18

	
 

	
$65,349.02


	
 

	
01/01/06 - 12/31/06

	
 

	
$804,846.14

	
 

	
$67,070.51


	
 

	
01/01/07 - 12/31/07

	
 

	
$826,052.15

	
 

	
$68,837.68


	
 

	
01/01/08 - 12/31/08

	
 

	
$847,820.86

	
 

	
$70,651.74


	
 

	
01/01/09 - 12/31/09

	
 

	
$870,167,30

	
 

	
$72,513.94


	
 

	
01/01/10
 - 05/31/10 (5 months)

	
 

	
$372,127.90

	
 

	
$74,425.58





          1.4.
Operating Costs. Commencing April 1, 2004, Tenant’s Proportionate Share
of the increase in Operating Costs as detailed in Section 2.E. of the Lease shall be
amended to delete 24.90% and substitute in lieu thereof 34%. Tenant’s Proportionate Share
shall be based upon the relationship between the square footage of the Leased
Premises (approximately


1







42,448
square feet) and the total square footage in the Property (approximately 124,
838 square feet).


          1.5.
Taxes. Commencing April 1,
2004, Tenant shall pay to Landlord as Additional Rent, Tenant’s Proportionate
share (24.90%) of the increase in Taxes as detailed in Sections 4.A. and 4.B. of the Lease.


          1.6. Tenant
Improvements. Landlord shall provide
improvements and modifications to the Leased Premises in accordance with the floor plans
known as Exhibit B attached hereto and made a part hereof (“Landlord’s Work”).
Landlord’s construction cost allowance for Landlord’s
work and Tenant’s cabling installation for the Additional Leased Premises shall
not exceed Twenty-One and 45/100 Dollars ($21.45) per square foot (the
“Allowance”). Any and all improvements provided by Landlord and the cabling provided by Tenant
whose sum is in excess of the Allowance shall be provided at Tenant’s expense.  


          Upon commencement of
Tenant’s renewal option, as stated in Section 1.B. of the Lease, Landlord, at
its expense, shall repaint the
Leased Premises. All furniture, fixtures and equipment in the Leased Premises
shall be moved at Tenant’s sole expense in order for Landlord to complete said
painting.


          1.7. Rental
Abatement. in addition to the rent
abatement described in Section 27, of the Lease, no monthly installments
of annual basic rent for the Additional Leased Premises shall be due for the
months of April, May, June and July of the year
2004. The total amount of said abatement shall be Sixty-Eight Thousand One
Hundred Seventy-Two and 00/100 Dollars
($68,172.00).


          Due to a
scrivener’s
error, the total amount of Rent Abatement described in Section 27, of the Lease
shall be amended to delete Two
Hundred Thirty Thousand One Hundred Forty-Five and 00/100 Dollars ($230,145.00)
and substitute in lieu thereof Two Hundred
Thirty-Three Thousand One Hundred Forty-Five and 00/100 Dollars ($233,145.00).


          1.8. Underground
Parking. Commencing April 1, 2004, Landlord’s
allocation to Tenant for the lower level, indoor parking area shall be amended to delete five
(5) parking spaces and substitute in lieu thereof eight (8) parking spaces.


          1.9. Signage.
Tenant shall be permitted, at Its sole expense, to have Tenant’s name and/or
logo applied on the interior glass
of the building’s main entry. Tenant shall submit to Landlord a rendering of
said signage for Landlord’s approval.


          Section 2. Titles
of Sections. The
section titles used in this Amendment are for convenience of reference only,
and shall not constitute a part of this
Amendment nor shall they affect the meaning, construction or effect of this
Amendment or the Lease.


          Section 3.
Definitions.
Unless otherwise set forth in this Amendment, all capitalized terms shall have
the same meaning
ascribed to them in the Lease.


          Section 4.
Interpretation.
All other terms, covenants and conditions of the Lease shall remain unchanged
and continue in full force and
effect except as such terms, covenants and conditions have been amended or
modified by this Amendment, and this
Amendment shall, by this reference, constitute a part of the Lease.


          Section 5.
Representations. Tenant
hereby represents and warrants to Landlord that, as of the date hereof, it (i)
is the sole legal and beneficial owner of
all of the right, title and interest granted to it by the provisions of the
Lease, (ii) has not sold, transferred
or encumbered any or all of such right, title or interest, and (iii) has the
full and sufficient right at law and in equity to execute and deliver
this Amendment as the owner of such right, title, and interest, without the
necessity of having any other person’s consent
thereto or joinder therein.


[Remainder of page intentionally blank.]


2







          Section
6. Successors and Assigns. This Amendment and the terms, covenants and
conditions herein contained shall inure to the benefit of and be binding upon
Landlord and its successors and assigns, and Tenant and its permitted
successors and assigns.


          IN WITNESS WHEREOF,
Landlord and Tenant have caused this Amendment to be duly executed under seal
on their behalf
by their duly authorized representative, as of the date first above written.


	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
 

	
Landlord:

	
 


	


	
 

	
 

	
 

	
 


	
 

	
HILL MANAGEMENT SERVICES, INC.

 agent for the owner

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
(SEAL)


	


	
 

	
 

	


	
 


	
 

	
 

	
Title:

	
VP 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date:

	
2/25/04

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
 

	
Tenant:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
SYMPHONY HEALTH SERVICES, LLC

	
 


	
 

	
 

	
 

	
 


	


	
 

	
By:

	


	
(SEAL)


	


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Printed Name: Sally Welsberg

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Title:

	
President/CEO

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date:

	
2/11/04

	
 


	
 

	
 

	
 

	
 

	
 





3







Exhibit B



























Exhibit C


Exhibit C 

Items Wanted 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Manufacturer

	
 

	
Description

	
 

	
Model

	
 

	
Requested Quantity

	
 

	
Actual 

 Quantity

	
 

	
Comments

	
 

	
Serial Number


	


	


	


	


	


	


	


	


	


	


	


	


	



	
50KVA UPS/Battery

	
 

	
 

	
 

	
 

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Brother

	
 

	
Fax

	
 

	
8500

	
 

	
1

	
 

	
 

	
 

	
Not sure of location?

	
 

	
 


	
Brother

	
 

	
Fax

	
 

	
4100

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
Canon

	
 

	
Fax

	
 

	
7000

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Dell

	
 

	
Printer

	
 

	
1600N

	
 

	
18

	
 

	
18

	
 

	
2 will be used temporarily
 on 7 - Will be turned over once RehabCare vacates the 7th Floor

	
 

	
 


	
Environmental Unit

	
 

	
 

	
 

	
 

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Fujitsu

	
 

	
Scanner

	
 

	
Fi-4340C

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Generator

	
 

	
 

	
 

	
 

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Color Printer

	
 

	
5

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
4

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
8000

	
 

	
5 

	
 

	
5

	
 

	
3 will be used temporarily
 on 7 - Will be turned over once RehabCare vacates the 7th Floor

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
5si

	
 

	
5 

	
 

	
5

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
5si
 nx

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
4100N

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
4200N

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
4300N

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
4000TN

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
6P

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
1300

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Hewlett Packard

	
 

	
Printer

	
 

	
5

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
Misc. (Small)

	
 

	
Fax

	
 

	
 

	
 

	
8

	
 

	
8

	
 

	
 

	
 

	
 


	
Misc. (Small)

	
 

	
Printer

	
 

	
 

	
 

	
4

	
 

	
4

	
 

	
 

	
 

	
 


	
(ILLEGIBLE)

	
 

	
(ILLEGIBLE)

	
 

	
(ILLEGIBLE)

	
 

	
1

	
 

	
1

	
 

	
(ILLEGIBLE)

	
 

	
 


	
(ILLEGIBLE)

	
 

	
(ILLEGIBLE)

	
 

	
 

	
 

	
2

	
 

	
2

	
 

	
(ILLEGIBLE)

	
 

	
 


	
Imagistics

	
 

	
Copier

	
 

	
ZB45

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
4010456/4050657


	
Imagistics

	
 

	
Copier

	
 

	
im4511

	
 

	
3

	
 

	
3

	
 

	
ZB45’s

	
 

	
4010455/4050733/4050737


	
Konica Minolta

	
 

	
Copier

	
 

	
CF
1501

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
3016807


	
Konica Minolta

	
 

	
Copier

	
 

	
Di152

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
31701930/31706690


	
Konica Minolta

	
 

	
Copier

	
 

	
D1200

	
 

	
3

	
 

	
3

	
 

	
 

	
 

	
31707961/31711157


	
Konica Minolta

	
 

	
Copier

	
 

	
D1251

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
31761675/31738084


	
Konica Minolta

	
 

	
Copier

	
 

	
D1470

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
31702306


	
Konica Minolta

	
 

	
Copier

	
 

	
Di551

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
31007001


	
Konica Minolta

	
 

	
Copier

	
 

	
Di5si

	
 

	
1

	
 

	
1

	
 

	
Same as D1551 (Incorrect
 Model #)

	
 

	
 


	
Konica Minolta

	
 

	
Copier

	
 

	
D1551

	
 

	
1

	
 

	
1

	
 

	
Same as D1551

	
 

	
 


	
Konica Minolta

	
 

	
Copier

	
 

	
CF1501

	
 

	
1

	
 

	
0

	
 

	
Located currently on the 7th
 Floor. There is one remaining that will be turned over as listed.

	
 

	
 


	
(ILLEGIBLE)

	
 

	
(ILLEGIBLE)

	
 

	
 

	
 

	
1

	
 

	
0

	
 

	
(ILLEGIBLE)

	
 

	
 


	
Pitney Bowes

	
 

	
Folder/Inserter

	
 

	
DI
 400

	
 

	
2

	
 

	
2

	
 

	
One is a DI400 the other is
 DI350

	
 

	
 


	
Pitney Bowes

	
 

	
(ILLEGIBLE)

	
 

	
 

	
 

	
(ILLEGIBLE)

	
 

	
0

	
 

	
Leased

	
 

	
(ILLEGIBLE)


	
Pitney Bowes

	
 

	
(ILLEGIBLE)

	
 

	
(ILLEGIBLE)

	
 

	
(ILLEGIBLE)

	
 

	
0

	
 

	
Leased

	
 

	
(ILLEGIBLE)


	
Wilson Jones

	
 

	
Shredder

	
 

	
2000

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 





1







Exhibit C
 Items Wanted 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Location

	
 

	
Item

	
 

	
Requested Quantity

	
 

	
Actual 

 Quantity

	
 

	
Detailed 

 Location

	
 

	
Notes


	


	


	


	


	


	


	


	


	


	


	



	
6th Floor

	
 

	
Cubicle Chair

	
 

	
60

	
 

	
60

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Cubicle Overhead Storage
 Cabinet

	
 

	
120

	
 

	
120

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Cubicle Mobile Ped

	
 

	
60

	
 

	
60

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Cubicle Desk

	
 

	
60

	
 

	
60

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Office Executive Desk

	
 

	
11

	
 

	
11

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Office Desk Chair

	
 

	
11

	
 

	
11

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Office Side Chairs

	
 

	
22

	
 

	
22

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
2-Dr Lateral File Cab

	
 

	
19

	
 

	
19

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
4-Dr Lateral File Cab

	
 

	
12

	
 

	
12

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
5-Dr Lateral File Cab

	
 

	
39

	
 

	
39

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Tables

	
 

	
10

	
 

	
10

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Folding Table

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
5-Shelf Bookcase Wood

	
 

	
19

	
 

	
19

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
4-Shelf Bookcase Wood

	
 

	
4

	
 

	
4
 

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Credenza

	
 

	
6

	
 

	
6

	
 

	
 

	
 

	
This is attached to the
 Executive Desk


	
6th Floor

	
 

	
Plant

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Employees


	
6th Floor

	
 

	
Plant Table

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Employees


	
6th Floor

	
 

	
Time Clock

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
4-Dr Fire Proof File
 Cabinet

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
IT Holds Software


	
6th Floor

	
 

	
Small Round Table

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor

	
 

	
Regular Size Round Table

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor Kitchen

	
 

	
Microwave

	
 

	
3

	
 

	
3

	
 

	
 

	
 

	
 


	
6th Floor Kitchen

	
 

	
Toaster

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor Kitchen

	
 

	
Soda Machine

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Leased moving to 7


	
6th Floor Kitchen

	
 

	
Refrigerator

	
 

	
2

	
 

	
1

	
 

	
 

	
 

	
1 - Tan moving to 7


	
6th Floor Kitchen

	
 

	
Kitchen Chairs

	
 

	
16

	
 

	
16

	
 

	
 

	
 

	
 


	
6th Floor Kitchen

	
 

	
Folding Table

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
6th Floor Kitchen

	
 

	
Snack Machine

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Leased moving to 7


	
6th Floor Kitchen

	
 

	
Cookie Toaster Oven

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Mary Johnson’s


	
6th Floor Kitchen

	
 

	
Ice Machine

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor Kitchen

	
 

	
4 x 4 Lunch Tables

	
 

	
4

	
 

	
4

	
 

	
 

	
 

	
 


	
6th Floor Kitchen

	
 

	
Coffee Pot

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Leased moving to 7


	
6th Floor Board Room

	
 

	
Conference Tables

	
 

	
3

	
 

	
3

	
 

	
 

	
 

	
*1 Unassembled


	
6th Floor Board Room

	
 

	
Conference Table Chairs

	
 

	
11

	
 

	
 

	
 

	
 

	
 

	
*Will provide a different
 pattern - 11 Roller Chairs


	
6th Floor Board Room

	
 

	
Misc. Side Chairs

	
 

	
3

	
 

	
3
 

	
 

	
 

	
 

	
 





1







Exhibit C 

Items Wanted 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Location

	
 

	
Item

	
 

	
Requested Quantity

	
 

	
Actual 

 Quantity

	
 

	
Detailed 

 Location

	
 

	
Notes


	


	


	


	


	


	


	


	


	


	


	



	
6th Floor Board Room

	
 

	
4-Shelf Bookcase Wood

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor Board Room

	
 

	
Tables

	
 

	
2

	
 

	
1

	
 

	
 

	
 

	
1 was moved to 7 and can
 be turned over once RehabCare vacates


	
6th Floor Board Room

	
 

	
Mobile Ped

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor Reception Area

	
 

	
Guest Chairs

	
 

	
5

	
 

	
5

	
 

	
 

	
 

	
 


	
6th Floor Reception Area

	
 

	
Small Telephone Table

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor Reception Area

	
 

	
Desk Chair

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor Reception Area

	
 

	
Floor Plant

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
6th Floor File Room

	
 

	
6-Shelf File Units

	
 

	
19

	
 

	
19

	
 

	
Room 604

	
 

	
 


	
6th Floor File Room

	
 

	
Folding Table

	
 

	
2

	
 

	
0

	
 

	
Room 604

	
 

	
2 were moved to 7 and can
 be turned over once RehabCare vacates


	
6th Floor File Room

	
 

	
Spinning 2-sided File
 Units

	
 

	
23

	
 

	
23

	
 

	
Room 620

	
 

	
 


	
5th Floor

	
 

	
Office Executive Desk

	
 

	
4

	
 

	
4

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Office Desk Chair

	
 

	
5

	
 

	
5

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Credenza

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
2-Dr Wooden Lateral

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
4-Shelf Mahogany Bookcase

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
2-Dr Lateral (Oak)

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Office Side Chairs

	
 

	
7

	
 

	
7

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Laminate Cube Style Desk

	
 

	
4

	
 

	
4

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
3-Shelf Wood Bookcase

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
4-Shelf Oak Bookcase

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
4-Dr Lateral File Cab

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Tables

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Cube Style Bookcase Lat.
 Coat Closet

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Whiteboard

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
4-Dr Lateral File Cab

	
 

	
13

	
 

	
13

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
6-Dr Lateral File Cab

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
5-Dr Lateral File Cab

	
 

	
23

	
 

	
23

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
2-Dr Regular Dile Cabinet

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
5 Ft Table

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
2-Dr File Cab

	
 

	
2

	
 

	
2

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Regular Tables

	
 

	
3

	
 

	
2

	
 

	
 

	
 

	
1 was moved to 7 and can
 be turned over once RehabCare vacates


	
5th Floor

	
 

	
Cubicle Desk

	
 

	
77

	
 

	
77

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Cubicle Chair

	
 

	
75

	
 

	
75

	
 

	
 

	
 

	
 





2







Exhibit C

Items Wanted 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Location

	
 

	
Item

	
 

	
Requested Quantity

	
 

	
Actual 

 Quantity

	
 

	
Detailed
Location

	
 

	
Notes


	


	


	


	


	


	


	


	


	


	


	



	
5th Floor

	
 

	
Cubicle Overhead Storage
 Cabinet

	
 

	
77

	
 

	
77

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Cubicle 5ft Closet

	
 

	
77

	
 

	
77

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Cubicle Mobile Ped

	
 

	
77

	
 

	
77

	
 

	
 

	
 

	
Cubicle File Cabinet


	
5th Floor

	
 

	
Side Chair

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor

	
 

	
Mahogany Credenza

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor Kitchen

	
 

	
Refrigerator

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor Kitchen

	
 

	
Ice Machine

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor Kitchen

	
 

	
Water Cooler

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Leased


	
5th Floor Kitchen

	
 

	
Chairs with wheels

	
 

	
15

	
 

	
15 

	
 

	
 

	
 

	
 


	
5th Floor Kitchen

	
 

	
Microwave

	
 

	
3

	
 

	
3

	
 

	
 

	
 

	
Misc toaster ovens, etc.


	
5th Floor Kitchen

	
 

	
4ft Square Tables

	
 

	
4

	
 

	
4

	
 

	
 

	
 

	
 


	
5th Floor Kitchen

	
 

	
8ft Folding Tables

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
1 was moved to 7 and can
 be turned over once RehabCare vacates


	
5th Floor Kitchen

	
 

	
6ft Folding Table

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor Kitchen

	
 

	
Regular Chairs

	
 

	
13

	
 

	
13

	
 

	
 

	
 

	
 


	
5th Floor Kitchen

	
 

	
Blender

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Employees


	
5th Floor Kitchen

	
 

	
Coffee Machine

	
 

	
1

	
 

	
0

	
 

	
 

	
 

	
Leased


	
5th Floor File Room

	
 

	
5-Dr Lateral File Cab

	
 

	
7

	
 

	
7

	
 

	
 

	
 

	
 


	
5th Floor File Room

	
 

	
4-Dr Lateral File Cab

	
 

	
6

	
 

	
6

	
 

	
 

	
 

	
 


	
5th Floor Training Room

	
 

	
Mahogany Desk

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor Training Room

	
 

	
Training Room Chairs

	
 

	
33

	
 

	
33

	
 

	
 

	
 

	
 


	
5th Floor Training Room

	
 

	
5ft Table

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 


	
5th Floor Training Room

	
 

	
Trash Cans

	
 

	
73

	
 

	
73

	
 

	
 

	
 

	
 


	
5th Floor Training Room

	
 

	
Whiteboard

	
 

	
1

	
 

	
1

	
 

	
 

	
 

	
 





3







Exhibit D


STORAGE
SPACE LEASE


          THIS
STORAGE SPACE LEASE (this “Lease”), is made on this 31 day of December, 2003,
by and between HILL MANAGEMENT SERVICES, INC., a Maryland corporation
(“Landlord”) and SYMPHONY HEALTH SERVICES, LLC, a Delaware limited liability
company (“Tenant”).


RECITALS


	
 

	
 


	
 

	
          A
Landlord is the agent for the owner of the real property and improvements
thereon known generally as the Executive Plaza IV (“Property”), which is more particularly depicted on Exhibit
A attached hereto and made a part hereof.


	
 

	
 


	
 

	
          B.
Tenant desires to lease Storage Space #4 of the Property consisting of
approximately 214 square feet and Storage Space #5 consisting of
approximately 208 square feet, collectively referred to as (the “Leased Premises”).


	
 

	
 


	
 

	
          C.
 Landlord has agreed to lease the Leased Premises to Tenant upon the terms and
 subject to the conditions hereinafter set forth.





          TO
HAVE AND TO HOLD the same for the term commencing on January 1, 2004 (the
“Commencement Date”) and expiring on December 31, 2009 (the “Expiration Date”).  


          Tenant
shall pay to Landlord as annual rent for the Leased Premises the sum of Four
Thousand Nine and 00/100 Dollars ($4,009.00), which shall be paid in equal
monthly installments of Three Hundred Thirty-Four and 08/100 Dollars ($334,08),
in advance, without setoff, deduction or prior demand therefor, throughout the
term of this Lease, due and payable on the first day of each calendar month and
thereafter until the total rent provided for herein is fully paid. Said rent
shall be paid to Landlord or to the duly authorized agent of Landlord, at Post
Office Box 4835, Timonlum, Maryland 21094, The General Terms and Conditions of
this Lease are attached hereto and made a part hereof.


          Commencing
January 1,2005 and for each succeeding lease year thereafter, the annual rent
for the Leased Premises shall be Increased to an amount equal to 103% of the
annual rent the immediately preceding lease year.


          IN
WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed
under seal on their behalf by their duly authorized representatives, as of the
date first above written.


	
 

	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
Landlord:


	
 

	
 

	
 

	
 

	
 


	
 

	
HILL MANAGEMENT SERVICES,
 INC.,


	
 

	
agent for the owner


	
 

	
 

	
 

	
 

	
 


	


	
By:

	


	
(SEAL)


	


	
 

	



	
 

	
Title:

	
          VP


	
 

	
 

	
 

	
 


	
 

	
Date:

	
          1/22/04


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
Tenant:

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
SYMPHONY HEALTH SERVICES,
 LLC


	
 

	
 

	
 

	
 

	
 

	
 


	


	
By:

	


	
(SEAL)


	


	
 

	



	
 

	
Printed Name: 

	
     SALLY WELSBERG


	
 

	
 

	
 

	
 

	
 


	
 

	
Title:

	
     PRESIDENT


	
 

	
 

	
 


	
 

	
Date:

	
     1/15/04


	
 

	
 

	
 

	
 





1







GENERAL TERMS AND
CONDITIONS OF STORAGE SPACE LEASE


	
 

	
 

	
 


	
1.

	
RENT. Tenant will pay the rent as herein
 provided, without deduction whatsoever, and without any obligation on
 Landlord to make demand for it.


	
 

	
 


	
2.

	
POSSESSION. In the event the Leased Premises are not
 ready for occupancy on the date stipulated herein, the Lease shall
 nevertheless continue in full force and effect, and Tenant shall have no
 right to rescind, cancel or terminate the same, nor shall Landlord be liable
 for damages, if any, sustained by Tenant’s inability to obtain possession on
 such date. In such event, Tenant agrees to execute, upon request of Landlord,
 a Lease Ratification Agreement documenting the change in the Commencement and
 Expiration Dates of this Lease.


	
 

	
 


	
3.

	
USE AND OCCUPANCY. The Leased Premises are to be used only
 for storage of business records and materials associated with Tenant’s
 business and for no other purpose. No hazardous materials or chemicals will
 be stored on the Leased Premises. Tenant will not use the Leased Premises
 for any unlawful purpose or in any manner offensive to any other occupant;
 Tenant covenants not to conduct nor permit to be conducted on the Leased
 Premises any business in violation of any county, state or federal law,
 ordinance or regulation.


	
 

	
 


	
4.

	
LICENSES AND TAXES. Tenant covenants and agrees to pay
 directly to the proper agency all licenses, fees and charges legally imposed
 upon the use of the Leased Premises by Tenant.


	
 


	
5.

	
SERVICES. Landlord covenants and agrees so long as
 Tenant is not in default under any of the covenants of this Lease to furnish
 for Tenant:


	
 

	
 


	
 

	
(a)

	
Elevator service in
 elevator-served buildings;


	
 

	
 

	
 


	
 

	
(b)

	
Electric lighting service
 for all public areas and special service areas of the Property in the manner
 and to the extent deemed reasonable by Landlord.


	
 

	
 

	
 


	
 

	
The failure to any extent
 to furnish, or any stoppage of the above defined services, resulting from
 causes beyond the control of Landlord or from any cause, shall not render
 Landlord liable in any respect for damages to either person or property, nor
 be construed as an eviction of Tenant or work in abatement of rent, nor
 relieve Tenant from fulfillment of any covenant or agreement herein. Landlord
 reserves the right to stop the above-defined services at any time when necessary
 or desirable in the judgment of Landlord by reason of accident or emergency
 or for repairs, maintenance, alterations, replacements or improvements.
 Landlord shall use reasonable diligence to repair, maintain, alter, replace
 or improve same, promptly, but Tenant shall have no claim for rebate or
 reduction of rent or for damages on account of any interruptions in said
 services occasioned thereby or resulting therefrom.


	
 

	
 


	
6.

	
CARE OF THE LEASED
 PREMISES. Tenant
 agrees that it will take good care of the Leased Premises, fixtures and
 appurtenances, and suffer no waste or injury; that it will make all repairs
 to the Leased Premises, fixtures and appurtenances necessitated by the fault
 of Tenant, its agents, employees or guests; that it will conform to all laws,
 orders and regulations of the federal, state and county authorities, or any
 of their departments, and will not through its act or neglect which would
 constitute a violation of any
 federal, state or county code, regulation or ordinance governing use,
 occupancy, health, sanitation or fire; that it will not do, or permit
 anything to be done in the Leased Premises which will in any way increase the
 rate of fire insurance on the Property, or conflict with the fire insurance
 policies on the Property; that it will defend and save harmless Landlord from
 any liability arising from injury to person or property caused by any act or
 omission of Tenant, its agents, employees, or guests; that it will repair, at
 or before the end of the term, or sooner if so requested by Landlord, all
 injury done by the installation or removal of furniture or other property;
 and that it will surrender the Leased Premises at the expiration of the term
 (or the sooner termination thereof for any reason) in as good condition as
 they were at the beginning of the term, ordinary wear and tear excepted.


	
 

	
 

	
 


	
 

	
Landlord shall not be
 liable for any loss or damage to Tenant caused by vermin, rain, snow or water
 that may leak into or flow from any part of the Leased Premises through any
 defects in the roof or plumbing or from any other source.





2







	
 

	
 

	
 


	
7.

	
REPAIRS. Landlord agrees to make such repairs as
 may be necessary to keep the Leased Premises and appurtenances in good order
 and condition within a reasonable time after it shall have received written
 notice from Tenant of the need of such repairs, provided such repairs are not
 necessitated by the fault of Tenant, its agents, employees or guests.


	
 

	
 


	
8.

	
ACCESS BY LANDLORD. Landlord shall retain duplicate keys to
 all of the doors of the Leased Premises, and Landlord or its agents shall
 have access to the Leased Premises at all reasonable hours in order to
 inspect same, or to make necessary repairs within the Leased Premises, or on
 the Property. Landlord shall have the right to show the Leased Premises to
 prospective Tenants.


	
 

	
 


	
9.A.

	
SUBORDINATION. Unless a Mortgagee (as hereinafter
 defined) shall otherwise elect as provided in Section 9.B., Tenant’s rights
 under this Lease are and shall remain subject and subordinate to the
 operation and effect of:


	
 

	
 


	
 

	
(a)

	
any lease of land only or
 of land and building in a sale-leaseback or lease-subleaseback transaction
 involving the Leased Premises or Landlord’s interest therein or


	
 

	
 

	
 


	
 

	
(b)

	
any mortgage, deed of
trust or other security instrument constituting a lien upon the Leased
Premises or Landlord’s interest therein, whether the same shall be in
existence at the date hereof or created hereafter, any such lease, mortgage,
deed of trust or other security instrument (“Mortgage”), and the party or
parties having the benefit of the same, whether as lessor, mortgagee, trustee
or noteholder (“Mortgagee”). Tenant’s acknowledgement and agreement of
subordination provided for in this section are self-operative and no further
instrument of subordination shall be required; however, Tenant shall execute
such further assurances thereof as shall be requisite or as may be requested
from time to time by Landlord or any Mortgagee. Any such further assurances
that are requested shall be in the form of a certificate or other document
confirming such subordination, and shall, among other things, acknowledge
that no Mortgagee shall be liable for any act or omission of Landlord nor be
subject to any setoffs or deficiencies against Landlord, and certify or
confirm any other matters requested by Landlord or any Mortgagee.  


	
 

	
 

	
 


	
 B.

	
MORTGAGEE’S UNILATERAL
 SUBORDINATION. If a
 Mortgagee shall so elect by notice to Tenant or by the recording of a
 unilateral declaration of subordination, this Lease and Tenant’s rights
 hereunder shall be superior and prior to right to the Mortgage of which such
 Mortgagee has the benefit, with the same force and effect as if this Lease
 had been executed, delivered and recorded prior to the execution, delivery
 and recording of such Mortgage, subject, nevertheless, to such conditions as
 may be set forth in any such notice or declaration.


	
 

	
 


	
 C.

	
ATTORNMENT. If any person shall succeed to all or
 part of Landlord’s interest in the Leased Premises, whether by purchase,
 foreclosure, deed in lieu of foreclosure, power of sale, termination of Lease
 or otherwise, and if so requested or required by such successor in interest,
 Tenant shall attorn to such successor in interest and shall execute such
 agreement in confirmation of such attornment as such successor in interest
 shall reasonably request.


	
 

	
 


	
10.

	
ASSIGNMENT OR SUBLETTING. Tenant covenants and agrees that the
 Leased Premises shall not be sublet
 or used by any other person other than Tenant or employees or associates of
 Tenant; nor shall this Lease be assigned without the prior written consent of
 Landlord. Any lawful levy or sale on execution or other legal processes shall
 be classified as an assignment within the meaning of this Lease, as shall be
 adjudication in bankruptcy, voluntary or involuntary, or an appointment of a
 receiver by a state or federal court, or insolvency of Tenant, or the
 execution of a deed or other instrument for the benefit of creditors.


	
 

	
 


	
11.

	
RESTORATION. It is understood and agreed that in the
 event the Leased Premises are damaged by fire, storm, the elements or other
 casualty, or by act of the public enemy, or ordered demolished, razed or
 altered, due to deterioration or unsafe condition, by a duly constituted
 public authority, but Landlord shall restore the Leased Premises as
 reasonably as possible, and there shall be no abatement of rent. If the
 Leased Premises are injured or damaged by any of the aforesaid causes only to
 such an extent as to render them partially untenantable, Landlord shall
 restore the Leased Premises so injured or damaged as speedily as possible,
 and the rent shall abate proportionately on such part of the Leased Premises
 as may have been rendered





3







	
 

	
 

	
 


	
 

	
untenantable until such
 time as such part shall be fit for occupancy, after which the full amount of
 rent reserved as aforesaid shall be payable as herein set forth, and if the
 Leased Premises are injured or damaged by any of the aforesaid causes to such
 an extent as to render the same wholly untenantable, at the sole discretion
 of Landlord, then this Lease, upon surrender of possession to Landlord, shall
 thereupon cease, and all liability of Tenant shall terminate upon payment of
 all rent due and payable to the date of such surrender. In no event shall
 Landlord be liable for any loss or damage sustained by Tenant by reason of
 fire or other accidental casualty.


	
 

	
 


	
12.

	
CONDEMNATION. In the event the whole or any part of the
 Leased Premises shall be condemned or taken in any manner for public use,
 Landlord, at its option, may terminate this Lease, and Landlord shall be entitled
 to any and all income and rent awards or any interest thereon or therein
 whatsoever which may be paid or made in connection with such public use.
 Tenant shall have no claim against Landlord or be entitled to any award or
 damages, other than an abatement of the rent beyond the period of occupancy.


	
 

	
 


	
13.

	
INSURANCE. Tenant further covenants and agrees to
 procure and maintain at Tenant’s expense throughout the continuance of this
 Lease, public liability insurance with a single limit of One Million Dollars
 ($1,000,000.00) per occurrence, for bodily injury, including death and
 property damage, from a company or companies approved by Landlord. Evidence
 of such insurance shall be furnished to Landlord prior to occupancy of the
 Leased Premises by Tenant.


	
 

	
 


	
14.

	
TENANT DEFAULT. Tenant shall be considered in default of
 this Lease upon the happening of any one of the following;


	
 

	
 


	
 

	
(a)

	
Failure to pay when due
 the rent or any other sum required by the terms of this Lease;


	
 

	
 

	
 


	
 

	
(b)

	
Failure to perform any
 term, covenant or condition of this Lease;


	
 

	
 

	
 


	
 

	
(c)

	
The commencement of any
 action or proceeding for the dissolution, liquidation or reorganization under
 the Bankruptcy Act of Tenant, or the appointment of a receiver or trustee of
 Tenant’s property;


	
 

	
 

	
 


	
 

	
(d)

	
The making of any
 assignment for benefit of creditors by Tenant;


	
 

	
 

	
 


	
 

	
(e)

	
The suspension of business
 by Tenant; or


	
 

	
 

	
 


	
 

	
(f)

	
The abandonment of the
 Leased Premises by Tenant.


	
 

	
 

	
 


	
 

	
In the event of default of
 this Lease by Tenant, then Landlord, besides other rights or remedies it may
 have, shall have the immediate right to the balance of the rent for the
 remaining term (accelerate the rent) together with the immediate right of
 re-entry with or without prior notice, and may remove all persons and
 property from the Leased Premises; such property may be removed and stored in
 any other place on the Property in which the Leased Premises are situated, or
 in any other place, for the account of, and at the expense and at the risk of
 Tenant. Tenant hereby waives all claims for damages which may be caused by
 the re-entry of Landlord and taking possession of the Leased Premises or
 removing or storing the furniture and property as herein provided, and will
 save Landlord harmless from any loss, fees, costs or damages occasioned
 Landlord thereby, and no such re-entry shall be considered or construed to
 be an illegal forcible entry; Should Landlord elect to re-enter, as herein
 provided, or should it take possession pursuant to legal proceedings or
 pursuant to any notice provided for by law, it may either terminate this
 Lease or it may from time to time, without terminating this Lease, re-let the
 Leased Premises or any part thereof for such term or terms and at such rental
 or rentals and upon such other terms and conditions as Landlord in its sole
 discretion may deem advisable, with the right to make alterations and repairs
 to the Leased Premises. No such re-entry or taking possession of the Leased
 Premises by Landlord shall be construed as an election on its part to terminate
 this Lease unless a written notice of such intention be given to Tenant.
 Notwithstanding any such re-letting without termination, Landlord may at
 any time thereafter elect to terminate this Lease for such previous breach or
 act of default. Should Landlord at any time terminate this Lease for any
 breach or act of default, in addition to any other remedy it may have, it may
 recover from Tenant all damages it may incur by reason of such breach or act
 of default, including the cost of recovering the Leased Premises, reasonable
 legal fees, and including the worth at the time of such termination of the
 excess, if any, of the amount of rent and charges equivalent to





4







	
 

	
 


	
 

	
rent reserved in this
 Lease for the remainder of the stated term over the then reasonable rental
 value of the Leased Premises for the remainder of the stated term.


	
 

	
 


	
15.

	
HOLDING OVER. If Tenant holds possession of the Leased
 Premises after the termination of this Lease for any reason, Tenant shall pay
 Landlord double the rent provided for herein for such period that Tenant
 holds over, but such payment of rent shall not create any lease arrangement
 whatsoever between Landlord and Tenant unless expressly agreed to in writing
 by Landlord. It is further understood that during such period that Tenant
 holds over, Landlord retains all of Landlord’s rights under this Lease
 including damages as a result of the termination of this Lease and the right
 to Immediate possession of the Leased Premises. This Paragraph 15 shall not
 be construed to grant Tenant permission to hold over.


	
 

	
 


	
16.

	
LATEPAYMENTS. In the event any payments or installments
of rent or any other sums due under this Lease are not received by Landlord
on or before the fifth (5th) day after the due date thereof, Landlord shall
give written notice thereof to Tenant and Tenant shall pay to Landlord an
additional fifteen percent (15%) of such sums due as “Additional Rent”. Such
Additional Rent is to be payable, without demand from Landlord, on or before
the first day of the next calendar month and failure to do so shall be
considered nonpayment of rent. In addition, any payment or installment of
rent or any other sums due under this Lease not paid when due shall bear
interest from the due date until paid in full at a rate of twelve percent
(12%) per annum.  


	
 

	
 


	
17.

	
WAIVER OF BREACH. No waiver of any breach of the covenants,
 provisions or conditions contained in this Lease shall be construed as a
 waiver of the covenant itself or any subsequent breach itself, and if any
 breach shall occur and afterwards be compromised, settled or adjusted, this
 Lease shall continue in full force and effect as if no breach had occurred
 unless otherwise agreed. The acceptance of rent hereunder shall not be, or be
 construed to be a waiver of any breach of any term, covenant or condition of
 this Lease. 


	
 

	
 


	
18.

	
NOTICES. All notices, demands, requests, approvals
and consents (collectively referred to as “Notices”) required or permitted
under this Lease shall be in writing and shall be either (i) personally
delivered with signed receipt, (ii) sent by first class certified mail,
return receipt request, postage prepaid, or (iii) sent by a
nationally-recognized, guaranteed overnight courier and addressed (i) if to
Landlord, at 9640 Deereco Road, Timonium, Maryland 21093, or (ii) if to
Tenant, at the Leased Premises. All Notices personally delivered shall
conclusively be deemed delivered at the time of such delivery. All Notices
sent by certified mail shall conclusively be deemed delivered two (2) days
after the deposit thereof in the United States mails. All Notices delivered
by overnight courier shall conclusively be deemed made one (1) business day
after delivery to such courier service. Any party may designate a change of
address by Notice to the other party, given at least ten (10) days before
such change of address is to become effective.  


	
 

	
 


	
19.

	
SEVERABILITY. If for any reason whatsoever any of the
 provisions hereof shall be unenforceable or ineffective, all of the other
 provisions shall be and remain in full force and effect. 


	
 

	
 


	
20.

	
ENTIRE AGREEMENT. The provisions of this writing
 constitute, and are intended to constitute, the entire agreement of the
 parties to this Lease. No terms, conditions, warranties, promises or
 understandings of any nature whatsoever, expressed or implied, exist between
 the parties except as herein expressly set forth.


	
 

	
 


	
21.

	
INDEMNIFICATION. Tenant, as a material part of the
 consideration to be rendered to Landlord under this Lease, hereby waives all
 claims against Landlord for damages to goods, wares and merchandise, in, upon
 or about the Leased Premises and for injuries to persons in or about the
 Leased Premises, for any cause arising at any time, and Tenant will hold
 Landlord exempt and harmless for and on account of any damage or injury to
 any person, or to the goods, wares and merchandise of any person, the failure
 of Tenant to keep the Leased Premises in good condition as herein provided.
 Landlord shall not be liable to Tenant for any damage by or from any act or
 negligence of any co-tenant or other occupant of the same Property. Tenant
 agrees to pay for all damages to the Property, as well as all damage to
 tenants or occupants thereof caused by Tenant’s misuse or neglect of the
 Leased Premises, its apparatus or appurtenances.


	
 

	
 


	
22.

	
TRIAL BY JURY. Landlord and Tenant hereby mutually waive
 any and all rights which either may have to request a jury trial in any
 action, proceeding or counterclaim at law or in equity in any court of
 competent jurisdiction arising out of this Lease or Tenant’s occupancy of or
 right to occupy the Leased Premises. Tenant further agrees that in the event
 Landlord commences any summary proceeding for nonpayment of rent or





5







	
 

	
 

	
 


	
 

	
possession of the Leased
 Premises, Tenant will not, and hereby waives, all right to interpose any
 counterclaim of whatever nature in any such proceeding. Tenant further waives
 any right to remove said summary proceeding to any other court or to
 consolidate said summary proceeding with any other action, whether brought
 prior or subsequent to the summary proceeding. 


	
 

	
 


	
23.

	
BROKER’S COMMISSION. Landlord and Tenant acknowledge,
 represent and warrant each to the other that no broker or real estate agent
 brought about or was involved in the making of this Lease and that no
 brokerage fee or commission is due to any other party as a result of the
 execution of this Lease. Each of the parties hereto agrees to indemnify and
 hold harmless the other against any claim by any broker, agent or finder
 based upon the execution of this Lease and predicated upon a breach of the
 above representation and warranty. 


	
 

	
 


	
24.

	
TIME. Time is of the essence of this Lease. 


	
 

	
 


	
25.

	
CONDITION OF LEASED
 PREMISES. All
 personal property not removed by the Tenant from the Leased Premises within
 five (5) days after the earlier to occur of: (i) the expiration of the Lease
 Term; (ii) the termination of the Lease; or (iii) the date the Tenant
 abandons the Leased Premises or otherwise ceases to do business therein; will
 be conclusively presumed to have been abandoned by the Tenant and the
 Landlord, may at the Landlord’s sole option, thereafter take possession of
 such property and either declare the same to be the property of the Landlord
 or, at the expense of the Tenant, dispose of such property in any manner and
 for whatever consideration the Landlord, in its sole discretion, deems
 advisable.


	
 

	
 


	
26.

	
RULES AND REGULATIONS. Tenant shall comply with all rules and
 regulations. Any violation of said rules and regulations shall be a violation
 of this Lease which shall, at the sole option of Landlord, thereupon cease
 and terminate. Landlord shall have the right to make additions and amendments
 to said rules and regulations from time to time and such additions and
 amendments shall be as binding on Tenant as if set forth herein.


	
 

	
 


	
 

	
A.

	
The sidewalks, entrances,
 halls, passages, elevators and stairways shall not be obstructed by any of
 the tenants, or used by them for any other purpose than for ingress and
 egress to and from their respective Leased Premises. 


	
 

	
 

	
 


	
 

	
B.

	
Tenants, their agents, employees
 or visitors, shall not make or commit any improper noises or disturbances of
 any kind on the Property, or mark or defile the water closets, toilet rooms,
 windows, elevators or doors of the Property or interfere in any way with
 other tenants or those having business with them.


	
 

	
 

	
 


	
 

	
C.

	
The bathrooms, water
 closets, and other water apparatus shall not be used for any purpose other
 than those for which they were constructed, and no sweepings, rubbish, rags,
 ashes, chemicals or the refuse from electric batteries or other unsuitable
 substance, shall be thrown therein. Any damage from such misuse or abuse
 shall be borne by Tenant by whom or by whose employees or visitors it shall
 be caused.


	
 

	
 

	
 


	
 

	
D.

	
No carpet, rug or other
 article shall be hung or shaken out of any window or placed in corridors as a
 door mat, and nothing shall be thrown or allowed to drop by the tenants,
 their agents, employees or visitors but of the windows or doors, or down the
 passages or shafts of the Property, and no tenant shall sweep or throw, or
 permit to be thrown from the Leased Premises, any dirt or other substance
 into any of the corridors or halls, elevators, shafts or stairways of the
 Property.


	
 

	
 

	
 


	
 

	
E.

	
No linoleum, or oil cloth,
 or rubber or other airtight coverings shall be laid on the floors, nor shall
 articles be fastened to or holes drilled or nails or screws driven into
 walls, windows, partitions, nor shall the walls or partitions be painted,
 papered or otherwise covered, or in any way marked or broke, without the
 prior written consent of Landlord.


	
 

	
 

	
 


	
 

	
F.

	
Nothing shall be placed on
 the outside of the Property, or on the windows, window sills or projections.


	
 

	
 

	
 


	
 

	
G.

	
No sign, advertisement or
 notice shall be inscribed, painted or affixed on any part of the outside or
 inside of the Property.





6







	
 

	
 

	
 


	
 

	
H.

	
No wires shall be run in any part of the Property excepting
 by or under the direction of Landlord. Attaching of wires to the outside of
 the Property is absolutely prohibited.


	
 

	
 

	
 


	
 

	
I.

	
Landlord shall, in all
 cases, have the right to prescribe the weight and proper position of safes or
 other heavy objects on the Property; and the bringing in of said safes, all
 furniture, fixtures or supplies, the taking out of said articles, and moving
 about of said articles within the Property, shall only be at such times and
 in such manner as Landlord shall designate; and any damage caused by any of
 the before-mentioned operations, or by any of the said articles during the
 time they are on the Property, shall be repaired by Tenant at Tenant’s
 expense. 


	
 

	
 

	
 


	
 

	
J.

	
No additional locks shall
 be placed upon any doors without the written consent of Landlord, and Tenant
 shall not permit any duplicate keys to be made. All necessary keys shall be
 furnished by Landlord, and the same shall be surrendered upon the expiration
 of this Lease, and Tenant shall then give to Landlord or his agents
 explanation of the combination of all locks upon the doors or vaults.


	
 

	
 

	
 


	
 

	
K.

	
No bicycles or similar
 vehicles will be allowed on the Property. No animals or birds shall be
 brought into or kept in or upon the Leased Premises.


	
 

	
 

	
 


	
 

	
L.

	
No tenant shall do or
 permit anything to be done in the Leased Premises, or bring or keep anything
 therein which will in any way increase the rate of fire insurance on the
 Property or on property kept therein, or obstruct or interfere with the
 rights of other tenants, or in any way injure or annoy them, or conflict with
 the laws relating to fires, or with the regulations of the Fire Department or
 with any insurance policy upon the Property or any part thereof, or conflict
 with any of rules and ordinances of the Department of Health. Tenant
 understands and agrees that the vehicle of any tenant obstructing any
 unauthorized area, and particularly in areas designated by specially painted
 curbs as fire lane areas, may be towed away at owner’s risk and expense.


	
 

	
 

	
 


	
 

	
M.

	
No tenant shall employ any
 person or persons for the purpose of cleaning the Leased Premises, it being
 understood and agreed that Landlord shall not be responsible to Tenant for
 loss of property or for any damage done to the furniture or other effects of
 tenant by Landlord or any of its employees or agents or any other persons or
 firm unless proof of Landlord’s responsibility for such damage or loss of
 property is established.


	
 

	
 

	
 


	
 

	
N.

	
Tenant will see that
 windows are closed and the doors securely locked before leaving the Leased
 Premises.


	
 

	
 

	
 


	
 

	
O.

	
No interference with the
 heating apparatus will be permitted. All regulating and adjusting will be
 done by employees of Landlord.


	
 

	
 

	
 


	
 

	
P.

	
The use of storage areas
 as sleeping apartments, for the preparation of foods, or for any immoral or
 illegal purpose is absolutely prohibited.


	
 

	
 

	
 


	
 

	
Q.

	
No tenant shall conduct,
 or permit any other person to conduct any auction upon the Leased Premises,
 or store goods, wares, or merchandise upon the Leased Premises without the
 prior written approval of Landlord except for the usual supplies and
 inventory to be used by Tenant in the conduct of its business.


	
 

	
 

	
 


	
 

	
R.

	
All glass, locks, and
 trimmings, in or about the doors and windows of the Leased Premises and all
 electric fixtures on the Leased Premises which belong to the Property shall
 be kept whole; and whenever broken by Tenant or Tenant’s employees, agents,
 guests, invitees, or licensees, Tenant shall immediately notify Landlord of
 such breakage. All such breakage shall be repaired by Landlord at Tenant’s
 expense or may be repaired by Tenant at Tenant’s own expense at the option of
 Landlord.


	
 

	
 

	
 


	
 

	
S.

	
Any and all damage to
 floors, walls or ceilings due to Tenant or Tenant’s employees’ failure to
 shut off running water or liquid, shall be paid by Tenant.


	
 

	
 

	
 


	
 

	
T.

	
Landlord reserves the
 right to make any or all alterations in the Leased Premises as may be
 required





7







	
 

	
 

	
 


	
 

	
 

	
by Tenant, the expense of
 such alterations to be paid by Tenant.


	
 

	
 

	
 


	
 

	
U.

	
The building shall be open
 from 6:00 A.M. to 7:00 P.M., Monday through Friday. The building shall be in
 the charge of the control center at all other times.


	
 

	
 

	
 


	
 

	
V.

	
At any time while the building is in the charge of
 the control center, any person entering or leaving the building may be
 questioned by it as to his business in the building; and anyone not
 satisfying the control center of his right to enter the building may be
 excluded by it. 





8