Exhibit 10.2 


FIRST
AMENDMENT TO LEASE


          THIS
FIRST AMENDMENT TO LEASE (this “Amendment”)
is made as of this 15th day of January, 2008, by and between HILL MANAGEMENT SERVICES, INC., a
Maryland corporation, agent for the owner (“Landlord”),
and PRACTICE MANAGEMENT PARTNERS, INC., a
Maryland corporation (“Tenant”).


Recitals


          A. Landlord and
Tenant
entered into a Lease dated April 12, 2007 (the “Lease”), for Suite LL4, 500 and 600 deemed to consist of
29,935 square feet (the “Initial Leased
Premises”), which has an address of 11350 McCormick Road, Hunt Valley,
Maryland 21031 in Executive Plaza IV in Baltimore County, Maryland (the “Property”).


          B. Landlord
and Tenant now desire to amend certain provisions of the Lease 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 June 1, 2010,
the Leased Premises shall be deemed to consist of 33,482 square feet, and shall be comprised of the Initial
Leased Premises and an additional 3,547 square feet known as Suite 702
of the Property (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. Rent.
Commencing on June 1,
2010, Tenant shall pay to Landlord annual basic rent of Six Hundred Eighty-Six Thousand Three Hundred Eighty-One and 00/100
Dollars ($686,381.00), payable in equal monthly installments of Fifty-Seven
Thousand One Hundred Ninety-Eight and 42/100 Dollars ($57,198.42). Commencing
June 1, 2011, and for each succeeding lease year thereafter, the annual basic
rent shall be increased to an amount equal to 103% of the annual basic rent for
the immediately preceding lease year as set forth in Section 2.C. of the Lease.
The Expiration Date of the Initial Lease Term as detailed in Section 1.A. of
the Lease shall remain unchanged.


          1.3. Tenant’s
Proportionate Share. Commencing
June 10, 2010, Tenant’s Proportionate Share, as defined in Section 2.E. of the Lease, shall be amended to
delete 23.98% and substitute, in lieu thereof, 26.82%. Tenant’s Proportionate Share is based upon the relationship
between the square footage of the Leased Premises (approximately 33,482 square feet) and the total square footage in
the Property (approximately 124,838 square feet) or 26.82% (“Tenant’s
Proportionate Share”).


          1.4. Right
Of First Refusal. Commencing June
1, 2010, the term First Refusal Space
as defined in Section 28. of the
Lease, shall be amended to delete “all contiguous office space to the Leased
Premises” and substitute, in lieu thereof,
“all office space on Floors 1 through 7”. All other terms and conditions of
Section 28. of the Lease shall remain in full force and effect.


          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.


1







          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.


          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)


	


	
 

	


	
 


	
 

	
 

	
Anthony
 E. Giulio, President

	
 


	
 

	
 

	
 

	
 


	
 

	
Date:

	
 1/25/08

	
 


	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
Tenant:

	
 


	
 

	
 

	
 

	
 


	


	
PRACTICE
 MANAGEMENT PARTNERS, INC.

	
 


	
 

	
 

	
 


	
By:

	


	
(SEAL)


	


	
 

	


	
 


	
 

	
 

	
Don Good, CEO

	
 


	
 

	
 

	
 

	
 


	
 

	
Date:

	
 1/15/08

	
 





2







LANDLORD’S CONSENT TO FIRST AMENDMENT TO
SUBLEASE


          This
Landlord’s Consent To First Amendment to Sublease (this “Sublet Consent”) is made as of this 15th day
of
January, 2008 by and among HILL MANAGEMENT SERVICES, INC., a Maryland
corporation, agent for the owner (the “Landlord”), REHABCARE GROUP, INC., a
Delaware corporation (“Tenant”)
and PRACTICE MANAGEMENT PARTNERS,
INC., a Maryland corporation (“Subtenant”).


          WHEREAS, pursuant to
that certain Office Lease
agreement (the “Lease”) dated October 23, 2003 by and between 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
July 24, 2007 by and between
Landlord and Tenant), Landlord leased to Tenant 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”).


          WHEREAS, Tenant and
Subtenant entered into that
certain Sublease Agreement dated as of April 11, 2007 (the “Sublease”) with respect to the sublease of a portion
of the Premises 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, Landlord
consented to the Sublease
pursuant to that certain Landlord’s Consent to Sublease (“Landlord’s Consent”) dated April 19, 2007.


          WHEREAS, Tenant and
Subtenant entered into that
certain First Amendment to Sublease Agreement (“First Amendment to Sublease” dated as of January 15, 2008
with respect to the sublease of an additional portion of the Premises, being approximately 3,547 square
feet, and known as Suite 702 in the Building.


          Landlord
hereby grants its consent, subject to and specifically conditioned upon the
following terms and conditions, to the
sublet of a portion of the Premises described as Suite 702 (the “Additional
Sublet Premises”) as more particularly
described in the First Amendment to Sublease.


          Capitalized terms
used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Lease, the Sublease or the First Amendment to
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 First
Amendment to Sublease and the sublet of the Additional 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 and Additional
 Sublet Premises), as the same may be amended from time to time, without
 respect to any provision to the contrary in the Sublease or First Amendment
 to Sublease. In no event shall anything contained in this Sublet Consent be deemed a
 waiver of any of Landlord’s rights under the Lease.





1







	
 

	
 


	
 

	
2. NO APPROVAL OF FIRST
 AMENDMENT TO SUBLEASE. This Sublet Consent does not constitute approval by Landlord of any of
 the provisions of the First Amendment to 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 further
 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 First Amendment to 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, the Sublet Premises or the Additional Sublet Premises, and to any
 further or additional sublets, assignments, or other transfers of the Lease
 or any interest therein or thereto, including, without limitation, a
 sub-sublet or any assignment of this Sublease.


	
 

	
 


	
 

	
5. TENANT’S LIABILITY;
 LANDLORD’S REMEDIES. 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, as
 amended by the First Amendment to 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 as amended by
 the First Amendment to 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. 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 First Amendment to Sublease or this Sublet Consent.


	
 

	
 


	
 

	
9. CONSENT CONDITIONED; PARTIES BOUND.
 Tenant and Subtenant understand that Landlord has agreed to consent to the sublet of the Additional
 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.


	
 

	
 


	
 

	
10. 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.





[Remainder of page intentionally left blank]


2







	
 

	
 


	
 

	
11. CONTINUING
 EFFECT OF LANDLORD’S CONSENT. The Landlord’s Consent shall remain in full
 force and effect and shall not be modified by this Sublet Consent except as
 expressly provided herein.





          IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Landlord’s Consent to Sublease
as of __________________, 20____.


	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
LANDLORD:

	
 


	
 

	
 

	
 

	
 


	
 

	
HILL
 MANAGEMENT SERVICES, INC.
agent
 for the owner

	
 


	
 

	
 

	
 

	
 


	


	
By:

	


	
(SEAL)


	


	
 

	


	
 


	
 

	
 

	
Anthony
 E. Giulio, President

	
 


	
 

	
 

	
 

	
 


	
 

	
Date:

	
1/25/08 

	
 


	
 

	
 

	
 

	
 


	
WITNESS/ATTEST

	
TENANT:

	
 


	
 

	
 

	
 

	
 


	
 

	
REHABCARE
 GROUP, INC.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
(SEAL)


	


	
 

	


	
 


	
 

	
Name:

	
 Donald
 A. Adam

	
 


	
 

	
 

	
 

	
 


	
 

	
Title: SVP & CDO

	
 


	
 

	
 

	
 

	
 


	
WITNESS/ATTEST

	
SUBTENANT:

	
 


	
 

	
 

	
 

	
 


	
 

	
PRACTICE
 MANAGEMENT PARTNERS, INC.

	
 


	
 

	
 

	
 

	
 


	


	
By:

	


	
(SEAL)


	


	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
Name:

	
 John J. Robison

	
 


	
 

	
 

	
 

	
 


	
 

	
Title: Vice President,
 Administration

	
 





3







OFFICE
LEASE


          THIS
LEASE (“Lease”) is made on this 12th day of April, 2007, by and between HILL
MANAGEMENT SERVICES, INC., a Maryland corporation, agent for the owner (“Landlord”); and PRACTICE MANAGEMENT
PARTNERS, Inc., a Maryland corporation (“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 which consists of approximately 1,762 square feet,
 Suite 500 which consists of
 approximately 11,417 square feet and Suite 600 which consists of
 approximately 16,756 square feet all
 of which collectively total 29,935 square feet and are 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. The term of the Lease (the
“Initial Lease Term”) shall commence at
 12:01 a.m. on June 1, 2010 (the “Commencement
 Date”), and shall expire as of midnight on June 30, 2012 (the “Expiration Date”). The first lease year
 of this Lease shall commence on the Commencement Date and shall end at the
 close of the twelfth (12th) full calendar month after the Commencement
 Date; thereafter, each lease year shall consist of twelve (12) full calendar months commencing
 with each anniversary of the first day of the first full calendar month of the first lease year, (each such first lease
 year and subsequent lease year are hereinafter referred to as a “Lease Year”).


	
 

	
 


	
 

	
B. Renewal Options. The tenancy created under
 this Lease shall continue for one (1) additional period of three (3) years each unless Tenant desires not to
 renew this Lease, gives the Landlord written notice, by certified mail-return receipt requested, of its intention not
 to renew this Lease at least One Hundred Eighty (180) days prior to the
 expiration of the Initial Lease Term, or immediately preceding renewal
 period, if applicable. Each renewal period
 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 or any renewal period
 shall be considered the immediately preceding lease year for the first year
 of the first or, if applicable, next
 renewal period. This renewal provision shall, at the sole option of Landlord,
 be absolutely null and void if an Event of Default (as hereinafter
 defined) shall be uncured on the date of commencement of the applicable
 renewal period.


	
 

	
 


	
RENT


	
 

	
 


	
 

	
2.A. Payment of Rent. Tenant covenants and
 agrees to pay Landlord without demand, offset or deduction, Annual Rent (“Annual Rent”) of Six Hundred Thirteen
 Thousand Six Hundred Sixty-Seven and 50/100 Dollars ($613,667.50), payable in
 advance on the first day of each and every month during the Lease Term in
 equal monthly
 installments of Fifty-One Thousand One Hundred Thirty-Eight and 96/100
 Dollars ($51,138.96) each; together with all additional sums, charges or amounts
 of whatever nature to be paid by Tenant to Landlord in





1







	
 

	
 


	
 

	
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 Annual and Additional 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 person or entity as Landlord may
 from time to time designate in writing. On the Commencement Date, Tenant shall pay to Landlord the sum of Fifty-One
 Thousand One Hundred Thirty-Eight and
 96/100 Dollars ($51,138.96), which represents the first month’s installment
 of Annual Rent. Additional Rent is sometimes hereinafter collectively
 referred to as “Rent.”


	
 

	
 


	
 

	
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 in cash or by certified check
 or money order.


	
 

	
 


	
 

	
C. Rent Increase. Commencing with the second Lease Year 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 for the immediately preceding Lease Year. The Annual Rent
 for the first year of the renewal period shall be mutually agreed upon by Landlord and Tenant based upon
 the fair market rental value of comparable office space in the Northern l-83/Hunt Valley marketplace. Commencing
 with the second year of the renewal period 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 for the immediately preceding year.


	
 

	
 


	
 

	
D. Late Payments. In the event any payment of Annual Rent, Additional
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
 calendar year 2010 (subject to adjustment as hereafter provided), 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 23.98% (the “Tenant’s
 Proportionate Share”) of the increase in Operating Costs. Tenant’s Proportionate Share is
 determined by dividing the rentable square footage of the Leased Premises (approximately 29,935 square feet) by
 the total square footage on the Property (approximately 124,838 square
 feet). In the event that the Landlord shall furnish during calendar year 2010
 any utility or service which is included in the definition of Operating Costs
 to less than 95% of the rentable area of the Building because (i) the average occupancy level of the Property for the
 year was not 95% or more of full occupancy, (ii) any utility or service is not required by or provided to one
 or more of the tenants or occupants of the Building, or (iii) any tenant or
 occupant is itself obtaining or providing any such utility or services, then
 the Operating Costs for calendar year 2010
 shall be adjusted to equal the total expenses that Landlord reasonably
 estimates it would have incurred if Landlord
 had provided all such utilities and services to all tenants and occupants in
 the Building, and shall be allocated
 among the tenants by the Landlord to reflect those costs which would have
 occurred had the Building been 95% occupied during calendar year 2010
 and such utilities and services provided to all tenants. 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). Operating Costs shall not include any management fees in excess of
 five percent (5%) of the gross rents nor any administrative (or similar fee)
 based on a percentage of the





2







	
 

	
 


	
 

	
Operating
 Costs. 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. On the Commencement Date, Tenant shall deposit with Landlord the
 sum of Fifty-One Thousand One Hundred Thirty-Eight and 96/100 Dollars
 ($51,138.96) (the “Security Deposit”),
 which shall be held by Landlord as security for the faithful performance by
 Tenant of any and all of the Tenant’s covenants and obligations under this
 Lease. The Security Deposit shall be refunded to Tenant upon the expiration
 of the Lease Term, less any part thereof
 validly applied 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 within five (5) days after
 Landlord’s demand shall constitute an Event of 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.


	
 

	
 


	
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.


	
 

	
 


	
TAXES


	
 

	
 


	
 

	
4.A. Tenant’s 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 tax year 2010/2011 (determined on a fully
 assessed basis). 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, paving taxes and any and all benefits or assessments which may be levied on the
 Property hereby leased, but not including the income or excess profits tax or
 any state or other tax upon the income from the 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 an 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.





3







	
 

	
 


	
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 or parking lot in the
 front, rear or sides of the building or adjacent thereto or elsewhere on the
 exterior thereof; (c) to maintain the Leased
 Premises 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 or video reproductions
 or transmission other than “background music,” or any business or mechanical
 machines in such manner that would result in the sounds emanating
 therefrom or caused thereby being 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 designated
 on Exhibit A for such
 purposes; (f) not to store goods, wares or merchandise on the Leased Premises except for items which Tenant
 intends to use or offer for sale in the regular course of its business; (g)
 [intentionally omitted]; (h) to keep all mechanical apparatus reasonably free
 of vibration and noise which may be transmitted beyond the Leased
 Premises; (i) to properly vent and control any odors and not cause or permit
 objectionable odors to emanate or be dispelled from the Leased Premises; (j)
 not to obstruct any driveway, corridor,
 footwalks or parking area, or any other common area; (k) not to 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; (l)
 not to place a load upon any floor which exceeds the floor load which the floor was designed to carry; and (m)
 not to 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.


	
 

	
 


	
 

	
C.
 Signs. As of the commencement of Tenant’s sublease of
 the Leased Premises with Rehabcare Group, Inc., Landlord shall provide Tenant with standard
 building signage on the main lobby directory and signage adjacent to Tenant’s main entrance to each suite. 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.





4







	
 

	
 


	
COMMON AREAS


	
 

	
 


	
 

	
6.
 In addition to the Leased Premises,
 Tenant shall have a license for the non-exclusive use in common with Landlord and other tenants and each of their
 agents, employees, contractors and invitees, of such loading facilities,
 elevators, and other facilities as may be constructed and intended for common
 use, and of the common 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, and
 to Landlord’s right to designate limited reserve parking areas for
 other tenants, provided that such designation does not materially and
 adversely affect Tenant’s use of the
 existing common areas. Landlord shall at all times have full and exclusive
 control, management and direction of
 all common areas. 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 and ice. It is understood
 and agreed by both Landlord and Tenant that parking immediately adjacent to
 the entrance to the building on
 the Property and specifically designated as “visitor parking” shall be for
 the exclusive use of visitors to the
 building and such parking shall not be used by Tenant, its agents, invitees,
 contractors or employees. It is agreed by both Landlord and Tenant
 that Tenant, its agents, invitees, contractors 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. Landlord represents
 that, as of the Commencement Date, the Leased Premises, including any tenant
 improvements made by Landlord and any common areas of the Property, shall
 have been built in a good and workmanlike
 manner with good materials in accordance with the plans therefore, and the
 equipment and building systems
 serving the Leased Premises are in good working order. 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 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.





5







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. If Landlord refuses or neglects to make repairs to or maintain the Leased Premises in
accordance with its obligations as set out in this Lease, Tenant shall
have the right, but not the obligation, upon giving Landlord written notice
within a reasonable period of time for
Landlord to make such repairs based upon the nature of such repair (or in any
emergency a shorter reasonable
period of time), which notice shall specify the needed repairs or maintenance,
and provided Landlord does not complete said repairs or maintenance
during said reasonable amount of time (or in an emergency such shorter reasonable period of time, or within such
longer period of time, or within such longer period as reasonably necessary
so long as Landlord is diligently pursuing the completion of the same), then
Tenant, in addition to any other remedy
Tenant may have, may cure (or cause to be cured) such failure and Landlord will
reimburse Tenant for the reasonable cost of such repairs or maintenance.


FACILITIES


9.A. 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 excluding the H.V.A.C. and electricity for Suite LL4. 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.

	
 





With respect to Suite
LL4, Tenant 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 Tenant. In addition, Tenant shall have the right, at Tenant’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. All charges by Landlord to Tenant 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.


B.
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. Heating and air conditioning shall be provided so as to supply
ambient air temperature throughout the Leased Premises so that the Leased Premises is reasonably comfortable.
Upon Tenant’s twenty-four (24) hour prior notice to Landlord, after-hours H.V.A.C. will be provided to
the Leased Premises at Tenant’s cost of -Eighty and 00/100 Dollars
($80.00) 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 temporarily stop service of the heating, air conditioning, elevator,
plumbing and electric


6








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 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.


C.
Any and all 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. Said supplemental systems shall be submetered
by Tenant, at Tenant’s expense, and shall pay Landlord monthly for the utility
expense required to use and/operate such systems.


D.
Landlord reserves the right to discontinue,
upon notice to Tenant, furnishing any utility or other services furnished by Landlord at any time during which
Tenant has failed to pay any amount (whether as Rent or otherwise) due under this Lease which has resulted
in the occurrence of an Event of Default. Landlord shall not be liable for any damages resulting from or arising
out of any such discontinuance and the same shall not constitute a termination of this Lease or an
eviction of Tenant. Landlord shall not be liable to Tenant in damages or otherwise: (i) if any utility shall become
unavailable from any public utility company, public authority or any other
person or entity (including Landlord) supplying or distributing such utility;
or (ii) for any interruption in any utility service (including, without
limitation, any heating, ventilation, air conditioning or sprinkler) caused by
the making of any necessary repairs
or improvements or by any cause beyond Landlord’s reasonable control, and the
same shall not constitute a termination of this Lease or an eviction of Tenant.


E.
Tenant shall have the right to use existing
telecom (or similar) conduits or construct new conduits, install cables, equipment and other related
telecommunications facilities for Tenant’s network in the Leased Premises. Said
installation shall be subject to Landlord’s approval and all applicable rooftop
rents detailed in Section 5.B. of this
Lease.


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 after prior notice is provided to Tenant (except in the case of an emergency) in order to inspect,
clean, make necessary repairs or conduct tests and investigations within
the Leased Premises or on 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 reasonable times during the last six (6)
months of the Lease Term.


7







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.


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,


8







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 its best efforts to obtain a
non-disturbance agreement in favor of Tenant
from all existing and future Mortgagees in a form satisfactory to each such
Mortgagee. 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
or otherwise (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. 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, 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 which result in a change in control of 51% or more of the ownership
interests in Tenant. 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 in the amount
of Seven Hundred Fifty Dollars ($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. In the event of an assignment or sublet, Tenant agrees to pay Landlord 50% of any profits gained from
such Transfer. 


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 reasonable 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) [intentionally omitted]; (e) Tenant is not in default
under any terms, covenants, or conditions of this Lease at the time the sublet
or assignment is requested or consummated; and (f) such proposed sublet or
assignment will not, in Landlord’s reasonable determination, result in a significantly increased demand for
parking spaces at the Property. Other than as specifically 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.


Notwithstanding
anything to the contrary contained in this Section 12, Tenant may assign this
Lease or sublet the premises for any
of the then-remaining portion of the unexpired Term without Landlord’s consent,
but upon ten (10) days’ prior written notice to Landlord) to (a) any parent,
subsidiary or affiliate corporation of Tenant, (b) the surviving
corporation in connection with a merger or consolidation of Tenant or any of
its subsidiaries or parents, or (c) a purchaser of all or substantially all of
the assets of Tenant or the stock of Tenant, provided that in either case: (i) the net worth of the assignee or
sublessee shall not be less than the net worth of Tenant as of the date of this
Lease (as evidenced by certified financial statements of such assignee or
sublessee, delivered to Landlord simultaneously
with Tenant’s request for consent to so assign or sublet); (ii) such assignee
or sublessee shall continue to operate the business in the Premises in
accordance with the Permitted Use and pursuant to all of the


9







terms
and provisions of this Lease; (iii) the tenant to which the Premises were initially
leased shall continue to remain liable under this Lease for the performance of
all terms, including, but not limited to, the payment of rent and any other
sums due under this Lease; (iv) Tenant shall not be in default (beyond
applicable cure periods, if any) of any of the terms and provisions of this
Lease on the effective date of such assignment, and (v) such assignee or sublessee shall be of good reputation
and have prior experience in the business of Tenant.


IMPROVEMENTS


13.A. By
Landlord. Landlord, at Tenant’s expense, shall use its best efforts to
provide the following improvements to the Leased Premises as detailed on Exhibit C attached hereto and made a
part hereof prior to May 31, 2007 provided Tenant executes this Lease by March
30, 2007:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
•

	
seven
 (7) private offices along the north side of Suite 500

	
 

	
$

	
22,220.00 

	
 


	
 

	
•

	
thirteen
 (13) private offices along the north side of Suite 600 

	
 

	
$

	
39.037.00 

	
 


	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
Tenant’s total cost

	
 

	
$

	
61,257.00

	
 





Simultaneously with Tenant’s execution of this Lease,
Tenant shall pay to Landlord and amount equal to Thirty Thousand Six Hundred
Twenty-Eight and 50/100 Dollars ($30,628.50) which represents 50% of Tenant’s
total cost as stated
above. The balance of such total cost Thirty Thousand Six Hundred Twenty-Eight
and 50/100 Dollars ($30,628.50) shall be payable to Landlord by Tenant on the
later to occur of substantial completion of such
work, not to include incomplete punchlist items, or May 31, 2007.


Promptly after execution of this Lease, Landlord shall
provide Tenant with Exhibit  B in autocad format.  


Landlord shall provide, at Landlord’s sole cost and
expense, initial space plan services to Tenant for improvements, described
above, to be made by Landlord, to the Leased Premises.


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 the same to its prior condition, 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 such notice,
and Rent (other than any Additional Rent due Landlord by


10







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 (excluding Tenant’s trade fixtures, inventory and other movable personal property) shall belong
to and shall be payable to Landlord.


D.
Landlord’s and Tenant’s Option to
Terminate. Notwithstanding
anything in this Section 14 of this 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 this 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 of the casualty, Landlord or Tenant may elect, by
written notice to the other, to terminate this Lease. 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 business or 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. To the extent permitted by law and subject to
Section 16.G., Tenant shall and does 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.


11







	
 

	
 


	
 

	
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 or misconduct of Landlord, its agents or
 employees, within the common areas of the Property.


	
 

	
 


	
 

	
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 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. All policies shall be written on an occurrence, rather than
 a claims made basis. 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. Any deductible under any such policy shall not exceed $5,000.


	
 

	
 

	
 

	
 

	
 


	
 

	
(3)

	
[Intentionally omitted];


	
 

	
 

	
 

	
 

	
 


	
 

	
(4)

	
Worker’s compensation or similar insurance in form
 and amounts required by law.


	
 

	
 

	
 

	
 

	
 


	
 

	
(5)

	
Commercial auto limit of $500,000.00.





12







	
 

	
 


	
 

	
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 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.





HOLDING
OVER AND SURRENDER


	
 

	
 


	
 

	
18.A. Holding Over.
 This Lease and the tenancy hereby created shall cease and expire at the end
 of the Initial Lease Term, or, if applicable, 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 any statutorily or
 otherwise required notice to remove, quit or vacate. If Tenant holds
 possession of the Leased Premises after the expiration or sooner termination
 of this Lease for any reason, Tenant shall be deemed to be a tenant-at-will and Tenant shall pay
 Landlord one and one-half times the Rent (including, without limitation, base
 or Annual Rent, Additional Rent and any taxes or operating or maintenance
 costs pass-through to the Tenant under the terms of this Lease) reserved in
 this Lease for such period of time as Tenant remains in possession of the
 Leased Premises; 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 regardless of whether or not
 any required statutory notice to quit, vacate or surrender has been given by
 Landlord. If the Leased Premises be not surrendered at the expiration or
 sooner termination of this Lease, then Tenant shall indemnify, defend and
 hold Landlord harmless against all loss, claim, expense or liability
 resulting from the delay by Tenant in so surrendering the Leased Premises,
 including, without limitation, any claims made by any succeeding occupant
 founded on such delay. Tenant’s obligations under this Section shall survive
 the expiration of the Lease Term (including renewal(s)) or the earlier
 termination of this Lease.


	
 

	
 


	
 

	
B. Surrender of
 Leased Premises. On or before the expiration of the Lease Term or any
 earlier termination of this Lease, Tenant shall at its sole expense: (i)
 surrender to the Landlord possession of the Leased Premises (including any
 fixtures or other improvements that are owned by Landlord or that are to
 remain with the Leased Premises as provided in this Lease) in good order and
 repair (ordinary wear and tear excepted) and broom clean, together with all
 keys and combinations to locks, safes and vaults and all improvements,
 alterations, additions, fixtures and equipment at any time made or installed
 in, upon or to the interior or exterior of the Premises, except Tenant’s
 personal property and all trade fixtures, all of which shall thereupon become
 the property of Landlord without any claim by Tenant therefore; (ii)
 carefully remove (so as not to damage any portion of the Leased Premises)
 there from all signs, goods, effects, machinery, fixtures and equipment and
 other items of Tenant’s personal property used in conducting Tenant’s trade
 or business which are neither part of the improvements to the Leased Premises
 nor owned by the Landlord and that are not remain with the Premises as
 provided in this Lease; and (iii) repair any damage caused by such removal.


	
 

	
 


	
 

	
Additionally, unless
 Landlord elects, in its sole discretion, by written notice delivered to
 Tenant within five (5) days after the expiration of earlier termination of
 this Lease, to retain any or all wires, cables and similar installations
 appurtenant thereto (“Wires”)
 installed by Tenant, or by Landlord at Tenant’s request or expense, within
 the Leased Premises or anywhere else in the building in which the Leased
 Premises are located, including, without limitation, plenums or risers, then
 Tenant shall remove the Wires within the fifteen (15) day period set forth in
 the immediately preceding paragraph, and, in connection with such removal,
 Tenant shall restore the Leased Premises or building to the condition it was
 in prior to the installation of the Wires. If Landlord elects to retain any
 or all of the Wires, then the retained Wires shall be left in good and safe
 condition, working order, properly labeled and capped or sealed at each end
 and in each telecommunications/electrical closet and junction box; and such
 Wires shall be free and clear of all liens and encumbrances. If Tenant elects
 to discontinue the use of any Wires, but continues to occupy and use the
 Leased Premises, then Tenant shall so notify Landlord in writing within
 thirty





14







	
 

	
 


	
 

	
(30) days of such
 discontinuation, and Landlord shall have the right, at its sole discretion,
 to elect to retain such Wires or to have Tenant remove the same in accordance
 with the foregoing provisions of this Subsection B.


	
 

	
 


	
 

	
If Tenant shall fail to
 remove any of Tenant’s personal property, trade fixtures or Wires (to the
 extent not retained by Landlord), such personal property, trade fixtures or
 Wires shall, at the option of Landlord, either: (i) be deemed abandoned and
 become the exclusive property of Landlord; or (ii) removed and stored (except
 Wires may be discarded) by Landlord at the expense of Tenant without further
 notice to or demand upon Tenant, and Landlord may hold Tenant responsible for
 any and all charges and expenses incurred by Landlord therefore.


	
 

	
 


	
 

	
All personal property
 not removed by the Tenant from the Leased Premises within fifteen (15) 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.





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 thirty (30) 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 in
 violation of the liens hereof;


	
 

	
 

	
 


	
 

	
(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






15







	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
(8)

	
[intentionally
 omitted]; and


	
 

	
 

	
 


	
 

	
(9)

	
the occurrence of any
 other event described as constituting an Event of Default or 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, on
 demand in writing, 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 any time 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 Rent and
 other sums of money due hereunder; and/or


	
 

	
 

	
 


	
 

	
(5)

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





16







	
 

	
 


	
 

	
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
 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 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.


	
 

	
 


	
 

	
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 by
 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.





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





17







	
 

	
 


	
 

	
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.


	
 

	
 


	
SECURITY
 INTEREST


	
 

	
 


	
 

	
21. [Intentionally Omitted].


	
 

	
 


	
BROKERS’
 COMMISSIONS


	
 

	
 


	
 

	
22. Landlord recognizes
 CB Richard Ellis 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.A. Except for
 conditions existing prior to Tenant’s occupancy of the Leased Premises under
 it’s sublease with Rehabcare Group, Inc., 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.


	
 

	
 


	
 

	
B. 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 or 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





18







	
 

	
 


	
 

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


	
 

	
 


	
 

	
Notwithstanding the
 foregoing, Landlord represents and warrants, to the best of its knowledge,
 without inquiry or investigation, that the Leased Premises, upon the
 Commencement Date of this Lease, complies with all laws and regulations,
 including without limitation, the ADA and SHRCA


	
 

	
 


	
ENVIRONMENTAL
 REQUIREMENT


	
 

	
 


	
 

	
24.A. 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 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
 Section 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”).


	
 

	
 


	
 

	
Notwithstanding the
 foregoing, Landlord represents and warrants, to the best of its knowledge,
 without inquiry or investigation that the Leased Premises upon the
 Commencement Date of this Lease, complies with all Environmental
 Requirements.





19







	
 

	
 


	
 

	
B. Tenant hereby covenants and agrees that if at any
 time it is determined that Tenant, its agents, employees, contractors or invitees
 have placed or stored on or brought onto the Property materials 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.


	
 

	
 


	
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, with a copy of
 legal and/or default notices to Jeffrey Abarbanel, Esquire, Fedder and Garten
 Professional Association, 36 S. Charles Street, Suite 2300, Baltimore,
 Maryland 21201. 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.


	
 

	
 


	
ADDITIONAL
 RENT


	
 

	
 


	
 

	
26. Whenever under the terms of this Lease any sum
 of money is required to be paid by Tenant in addition to the basic rent
 herein reserved, whether or not such sum is herein designated as additional
 rent or provision is made for the collection of said sum as additional rent,
 said sum shall nevertheless be deemed Additional Rent and shall be
 collectible as such with the first installment of rent thereafter falling due
 hereunder. Landlord shall make, from time to time during the Term, a
 reasonable estimate of the Additional Rent including, without limitation, Tenant’s
 Proportionate Share of operating or common area expenses, real estate taxes
 or insurance, which may become due for any calendar year and require Tenant
 to pay to Landlord for each calendar month during such year one twelfth
 (1/12) of such Additional Rent, at the time and in the manner that Tenant is
 required hereunder to pay the monthly installment of the basic rent for such
 month; and increase or decrease from time to time during such calendar year
 the amount initially so estimated for such calendar year, all by giving
 Tenant a revised invoice therefor, accompanied by a





20







	
 

	
 


	
 

	
schedule setting forth in reasonable detail the
 expenses comprising such costs, as so estimated, In such event, Landlord
 shall cause the actual amount of such Additional Rent to be computed and
 certified to Tenant within one hundred twenty (120) days after the end of
 such calendar year. Any overpayment or deficiency in Tenant’s payment of its
 share shall be adjusted between Landlord and Tenant; Tenant shall pay
 Landlord or Landlord shall credit Tenant’s account (or, if such adjustment is
 at the end of the Term, Landlord shall pay to Tenant), as the case may be,
 within fifteen (15) days after such notice to Tenant, such amount necessary
 to effect such adjustment. Landlord’s failure to provide such notice within
 the time prescribed above shall not relieve Tenant of any of its obligations hereunder.
 In the event Tenant in good faith disputes in writing the amount owed by
 Tenant as such Additional Rent, Tenant shall not be in default hereunder so
 long as Tenant pays all of the undisputed portion of such Additional Rent and
 as soon as such dispute is resolved promptly pays any remaining portion.


	
 

	
 


	
MISCELLANEOUS


	
 

	
 


	
 

	
2.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, 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.


	
 

	
 


	
 

	
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





21







	
 

	
 


	
 

	
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 on 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 thereof
 by both parties.


	
 

	
 


	
 

	
J. No Oral Modification. This writing is
 intended by the parties as a final expression of their agreement and as a
 complete and exclusive statement of the terms thereof, all negotiations,
 considerations and representations between the parties having been
 incorporated herein. No course of prior dealings between the parties or their
 officers, employees, agents or affiliates shall be relevant or admissible to
 supplement, explain, or vary any of the terms of this Lease. Acceptance of,
 or acquiescence in, a course of performance rendered under this or any prior
 agreement between the parties or their affiliates shall not be relevant or
 admissible to determine the meaning of any of the terms of this Lease. No
 representations, understandings, or agreements have been made or relied upon
 in the making of this Lease other than those specifically set forth herein.
 This Lease can be modified only in writing and when signed by the party
 against whom the modification is enforceable.


	
 

	
 


	
 

	
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 Annual 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. If Tenant takes possession of the Leased Premises, in
 whole or in part, prior to the Commencement Date, Tenant’s obligation to pay
 Rent as set forth in this Lease shall commence as of the day Tenant obtains
 possession of the Leased Premises.


	
 

	
 


	
 

	
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 Omitted].


	
 

	
 


	
 

	
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





22







	
 

	
 


	
 

	
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. Security Interest. [Intentionally
 Omitted].


	
 

	
 


	
 

	
S. 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.


	
 

	
 


	
 

	
T. 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.


	
 

	
 


	
 

	
U. Prior Information. 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 on the Property; (ii) the Property
 itself; or (iii) the number or kind of tenants on 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.


	
 

	
 


	
 

	
V. 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.


	
 

	
 


	
 

	
W. 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.


	
 

	
 


	
 

	
X. Time is of the Essence. Landlord and
 Tenant hereby agree that time is of the essence in this Lease.


	
 

	
 


	
 

	
Y. 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 agrees
 that in the event Landlord commences any summary proceeding for nonpayment of
 Rent or 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.


	
 

	
 


	
 

	
Z. 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





23







	
 

	
 


	
 

	
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.


	
 

	
 


	
 

	
AA. Disclosure.
 Tenant certifies that: (i) it is not acting, directly or indirectly, for or
 on behalf of any person, group, entity or nation named by an Executive Order
 or the United States Treasury Department as a terrorist, “Specially
 Designated National and Blocked Person,” or other banned or blocked person,
 entity, nation or transaction pursuant to any law, order, rule, or regulation
 that is enforced or administered by the Office of Foreign Assets Control; and
 (ii) it is not engaged in this transaction, directly or indirectly on behalf
 of, or instigating or facilitating this transaction, directly or indirectly
 on behalf of, any person, group, entity, or nation. Tenant hereby agrees to
 defend, indemnify, and hold harmless Landlord from and against any and all
 claims, damages, losses, risks, liabilities, and expenses (including
 attorney’s fees and costs) arising from or related to any breach of the
 foregoing certification.


	
 

	
 


	
RIGHT
 OF FIRST REFUSAL


	
 

	
 


	
 

	
28. The term First Refusal Space shall mean all
 contiguous office space to the Leased Premises that becomes available in the
 Property. If Landlord receives a bona fide offer from a third party to lease
 either a portion of or all of First Refusal Space, then, provided Tenant is
 not in default under the Lease and subject to any existing Right of First
 Refusal/Offer, Landlord shall notify Tenant (the “First Refusal Notice”) of the prospective tenant’s desire
 to lease such space and Tenant shall have five (5) days after the date of the
 First Refusal Notice to notify Landlord (“Tenant’s
 Acceptance Notice”) whether it desires to lease at least all of
 that portion of the First Refusal Space proposed to be leased by the
 prospective tenant If Tenant fails to notify Landlord within the five (5) day
 period that it desires to lease that portion of the First Refusal Space to be
 leased by the prospective tenant, and the prospective tenant fails to lease
 that portion of the First Refusal Space, then Tenant’s Right Of First Refusal
 on such portion shall continue. In addition, Tenant shall continue to have
 the first refusal right for that portion of the First Refusal Space not yet
 offered by Landlord. If and when Tenant exercises its first right of refusal
 for the First Refusal Space from time to time, Landlord and Tenant shall in
 good faith negotiate the terms and conditions (rental rate, etc.) under which
 Tenant shall lease such space based upon the fair market value of comparable
 office space in the Northern l-83/Hunt Valley marketplace including a tenant
 improvement allowance; if Tenant does not, within fifteen (15) days after the
 sending of Tenant’s Acceptance Notice, enter into an amendment to the Lease
 incorporating the terms under which that portion of the First Refusal Space
 is to be leased, Landlord shall have the right (but not the obligation) to
 declare Tenant’s first refusal right with respect to that portion of the
 First Refusal Space to be null and void and thereafter lease such portion of
 the First Refusal Space to another tenant without first offering the same to
 Tenant.


	
 

	
 


	
PARKING


	
 

	
 


	
 

	
29. So long as Tenant
 is not in default under the Lease, Landlord shall allocate to Tenant eight
 (8) parking spaces in the lower level indoor parking area of Executive Plaza
 for the term of the lease. Four (4) of these spaces shall be free of charge
 and Tenant’s decision to lease the remaining four (4) spaces shall be made
 within thirty (30) days of the Commencement Date of this Lease. In the event
 Tenant decides to lease the remaining four (4) spaces, Tenant shall pay
 Landlord One Hundred and 00/100 Dollars ($100.00) per month per space,
 payable monthly, in advance, on the first day of each month. Except as
 otherwise expressly set forth in this subsection 29, 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.


	
 

	
 


	
EXPANSION
 RIGHT


	
 

	
 


	
 

	
30. Provided Tenant is
 not then in default of this Lease, Tenant shall have the ongoing right to
 expand, during the term of Tenant’s Sublease of the Leased Premises with
 Rehabcare Group, Inc. and the term of this Lease, into





24







	
 

	
 


	
 

	
the vacant office space
 adjacent to Suite LL4 which is known as Suite LL10 (approximately 1,700
 square feet) and/or the occupied office space adjacent to Suite 500 which is
 known as Suite 501 (approximately 4,063 square feet) and during the term of
 this Lease, the office space known as Suite 700 (approximately 12,568 square
 feet) only if Suite 700 is vacant upon the Commencement Date of this Lease,
 collectively (the “Expansion Space”).
 Tenant shall exercise its expansion right by giving Landlord ninety (90) days
 prior written notice of Tenant’s desire to lease the Expansion Space. In the
 event the Expansion Space includes Suite 501 Landlord shall use its best
 efforts to relocate the existing tenant within said ninety (90) day period
 provided i) Landlord has similar office space within the Property for such
 relocation subject to that tenant’s lease relocation clause and ii) Landlord
 and Tenant have entered into an Amendment to Lease within fifteen (15) days
 of Landlord’s receipt of the ninety (90) day notice described above.


	
 

	
 


	
 

	
The terms and
 conditions for the Expansion Space shall be based upon the fair market rented
 value for comparable office space in the Northern l-83/Hunt Valley
 marketplace. All costs associated with relocating an existing tenant for such
 expansion shall be shared equally by Landlord and Tenant.





         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)


	


	
 

	
 

	


	
 


	
 

	
 

	
 

	
          Anthony
 E. Giulio, President

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date:

	
 4/12/07

	
 


	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
 

	
TENANT:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
PRACTICE MANAGEMENT PARTNERS Inc.


	
 

	
 

	
 

	
 

	
 


	

	
 

	
By:

	

	
(SEAL)



	


	
 

	
 

	


	
 


	
 

	
 

	
 

	
          Perry
 Snyder, CEO

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date:

	
 4/11/07

	
 





25







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 on 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 authorized 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.








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7.

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








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18.

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


	
 

	
 

	
 


	
 

	
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.








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