Exhibit
10.29


 


OFFICE
BUILDING LEASE


 


1.             PARTIES. 
This Lease, dated, for reference purposes only, June 23, 1998, is
made by and between Newtown
Street Road Associates, a Pennsylvania Limited Partnership (herein called “Landlord”) and MedStaff, Inc. (herein called “Tenant”).


 


2.             PREMISES. 
Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord that certain office space (herein called “Premises”) indicated on
Exhibit “A” attached hereto and hereby reference thereto made a part hereof, said
Premises being agreed, for the purpose of this Lease, to have an area of
approximately of the entire
building of that certain Building
known as The Medstaff Building,
297 S. Newtown Street Road, Newtown Square, Pennsylvania.


 


Said Lease is subject to the terms, covenants and
conditions herein set forth and the Tenant covenants as a material part of the
consideration for this Lease to keep and perform each and all of said terms,
covenants and conditions by it to be kept and performed and that this Lease is
made upon the condition of said performance.


 


3.             TERM. 
The term of this Lease shall be for 6 years, commencing on the 1st
day of August, 1998 and ending
on the 30th day of July, 2004.


 


4.             POSSESSION.


 


4.a.  If the Landlord, for any reason whatsoever,
cannot deliver possession of the said Premises to the Tenant at the
commencement of the term hereof, this Lease shall not be void or voidable, nor
shall Landlord be liable to Tenant for any loss or damage resulting there from,
nor shall the expiration date of the above term be in any way extended, but in
that event, all rent shall be abated during the period between the commencement
of said term and the time when Landlord delivers possession.


 


4.b.  In the
event that Landlord shall permit Tenant to occupy the Premises prior to the
commencement date of the term, such occupancy shall be subject to all the
provisions of this Lease. Said early possession shall not advance the
termination date hereinabove provided.


 


5.             RENT.  Tenant
agrees to pay to Landlord as rental, without prior notice or demand, for the
Premises the sum of: See Addendum, Paragraph 5a Rent on or before the
first day of the first full calendar month of the term hereof and a like sum on
or before the first day of each and every successive calendar month thereafter
during the term hereof, except that the first month’s rent shall be paid upon
the execution hereof. Rent for any period during the term hereof which is for
less than one (1) month shall be a prorated portion of the monthly installment
herein, based upon a thirty (30) day month. Said rental shall be paid to
Landlord, without deduction or offset in lawful money of the United States of
America, which shall be legal tender at the time of payment at the Office of
the Building, or to such other person or at such other place as Landlord may
from time to time designate in writing.


 


6.             SECURITY DEPOSIT.  Tenant has deposited with Landlord the sum of Twenty two
thousand, Three hundred thirty three and 33/100 ($22,333.33) Dollars.  Said sum shall be held by Landlord as
security for the faithful performance by Tenant of all the terms, covenants,
and conditions of this Lease to be kept and performed by Tenant during the term
hereof. If Tenant defaults with respect to any provision of this Lease, including,
but not limited to the provisions relating to the payment of rent, Landlord may
(but shall not be required to) use, apply or retain all or any part of this
security deposit for the payment of any rent or any other sum in default, or
for the payment of any amount which Landlord may spend or become obligated to
spend by reason of Tenant’s default, or to compensate Landlord for any other
loss or damage which Landlord may suffer by reason of Tenant’s default.  If any portion of said deposit is so used or
applied, Tenant shall within five (5) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to its original amount and Tenant’s failure to do so shall be a
material breach of this Lease. Landlord shall not be required to keep this
security deposit separate from its general funds, and Tenant shall not be
entitled to interest on such deposit. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s
option, to the last assignee of Tenant’s interest hereunder) at the expiration
of the Lease term. In the event of termination of Landlord’s interest in this
Lease, Landlord shall transfer said deposit to Landlord’s successor in
interest.


 


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7.             INTENTIONALLY DELETED.


Notwithstanding anything contained in this Article,
the rent payable by Tenant shall in no event be less than the rent specified in
Article 5 hereinabove.


 


8.             USE.       Tenant shall use the Premises for general
office purposes and shall not use or permit the Premises to be used for any
other purpose without the prior written consent of Landlord.


 


Tenant shall not do or permit anything to be done in
or about the Premises nor bring or keep anything therein which will in any way
increase the existing rate of or affect any fire or other insurance upon the
Building or any of its contents, or cause cancellation of any insurance policy
covering said Building or  any
part thereof or any of its contents. Tenant shall not do or permit anything to
be done in or about the Premises which will in any way obstruct of interfere
with the right of other tenants or occupants of the Building or injure or annoy
them or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises. Tenant shall not commit or suffer to
be committed any waste in or upon the Premises.


 


9.             COMPLIANCE WITH LAW.  Tenant
shall not use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated. Tenant shall, at its sole cost and expense, promptly comply
with all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be  in force, and with the requirements of any board of fire
insurance underwriters or other similar bodies now or hereafter constituted,
relating to, or affecting the condition, use or occupancy of the Premises,
excluding structural changes not related to or affected by Tenant’s
improvements or acts. The judgment of any court of competent jurisdiction or
the admission of Tenant in any action against Tenant, whether Landlord be a
party thereto or not, that Tenant has violated any law, statute, ordinance or
governmental rule, regulation or  requirement,
shall be conclusive of that fact as between the Landlord and Tenant.


 


10.           ALTERATIONS AND ADDITIONS.  Tenant shall not make or suffer to be
made, any alterations, additions or improvements to or of the Premises or any
part thereof without the written consent of Landlord first had and obtained and
any alterations, additions or improvements to or of said Premises including,
but not limited to, wall covering, paneling and built-in cabinet work, but
excepting movable furniture and trade fixtures, shall on the expiration of the
term become a part of the realty and belong to the Landlord and shall be
surrendered with the Premises. In the event Landlord consents to the making of
any alterations, additions or improvements to the Premises by Tenant, the same
shall be made by Tenant at Tenant’s sole cost and expense, and any contractor
or person selected by Tenant to make the same must first be approved of in
writing by the Landlord. Upon the expiration or sooner termination of the term
hereof, Tenant shall, upon written demand by Landlord, given at least thirty
(30) days prior to the end of the term, at Tenant’s sole cost and expense,
forthwith and with all due diligence remove any alterations, additions, or
improvements made by Tenant, designated by Landlord to be removed, and Tenant
shall, forthwith and with all due diligence at its sole cost and expense,
repair any damage to the Premises caused by such removal.


 


11.           REPAIRS.


 


1l.a. 
By taking possession of the Premises, Tenant shall be deemed to have
accepted the Premises as being in good, sanitary order, condition and repair.
Tenant shall, at Tenant’s sole cost and expense, keep the Premises and every
part thereof in good condition and repair, damage thereto from causes beyond
the reasonable control of Tenant and ordinary wear and tear excepted. Tenant
shall upon the expiration or sooner termination of this Lease hereof surrender
the Premises to the Landlord in good condition, ordinary wear and tear and
damage from causes beyond the reasonable control of Tenant excepted. Except as
specifically provided in an addendum, if any, to this Lease, Landlord shall
have no obligation whatsoever to alter, remodel, improve, repair, decorate or
paint the Premises or any part thereof and the parties hereto affirm that
Landlord has made no representations to Tenant respecting the condition of the
Premises or the Building except as specifically herein set forth.


11.b. 
Notwithstanding the provisions of Article 11.a. hereinabove,
Landlord shall repair and maintain the structural portions of the Building,
including the basic plumbing, air conditioning, heating, and electrical
systems, installed or furnished by Landlord, unless such maintenance and
repairs are caused in part or in


 


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whole by the act, neglect, fault or omission of any duty by the Tenant,
its agents, servants, employees or invitees, in which case Tenant shall pay to
Landlord the reasonable cost of such maintenance and repairs. Landlord shall not
be liable for any failure to make any such repairs or to perform any
maintenance unless such failure shall persist for an unreasonable time after
written notice of the need of such repairs or maintenance is given to Landlord
by Tenant. Except as provided in Article 22 hereof, there shall be no
abatement of rent and no liability of Landlord by reason of any injury to or
interference with Tenant’s business arising from the making of any repairs,
alterations or improvements in or to any portion of the Building or the
Premises or in or to fixtures, appurtenances and equipment therein. Tenant
waives the right to make repairs at Landlord’s expense under any law, statute
or ordinance now or hereafter in effect.


 


12.           LIENS. 
Tenant shall keep the Premises and the property in which the Premises
are situated free from any liens arising out of any work performed, materials
furnished or obligations incurred by Tenant. Landlord may require, at
Landlord’s sole option, that Tenant shall provide to Landlord, at Tenant’s sole
cost and expense, a lien and completion bond in an amount equal to one and
one-half (1-1/2) times any and all estimated costs of any improvements,
additions, or alterations in the Premises, to insure Landlord against any
liability for mechanics’ and materialmen’s liens and to insure completion of
the work.


 


13.           ASSIGNMENT AND SUBLETTING.  Tenant shall not either voluntarily or by
operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber
this Lease or any interests therein and shall not sublet the said Premises or
any part thereof, or  any right or
privilege appurtenant thereto, or suffer any other person (the employees,
agents, servants and invitees of Tenant excepted) to occupy or use the said
Premises, or any portion thereof, without the written consent of Landlord first
had and obtained, which consent shall not be unreasonably withheld, and a
consent to one assignment, subletting, occupation or use by any other person
shall not be deemed to be a consent to any subsequent assignment, subletting,
occupation or use by another person. Any such assignment or subletting without
such consent shall be  void, and
shall, at the option of the Landlord, constitute a default under this Lease.


 


14.           HOLD HARMLESS.  Tenant shall indemnify and hold harmless Landlord against and
from any and all claims arising from Tenant’s use of the Premises for the
conduct of its business or from any activity, work, or other thing done,
permitted or suffered by the Tenant in or about the Building, and shall further
indemnify and hold harmless Landlord against and from any and all claims
arising from any breach or default in the performance of any obligation on
Tenant’s part to be performed under the terms of this Lease, or arising from
any set or negligence of the Tenant, or any officer, agent, employee guest, or
invitee of Tenant, and from all and against all cost, attorney’s fees, expenses
and liabilities incurred in or about any such claim or any action or proceeding
brought thereon, and, in any case, action or proceeding be brought against
Landlord by reason of any such claim, Tenant upon notice from Landlord shall
defend the same at Tenant’s expense by counsel reasonably satisfactory to
Landlord. Tenant as a material part of the consideration to Landlord hereby assumes
all risk of damage to property or injury to persons, in, upon or about the
Premises, from any cause other than Landlord’s negligence, and Tenant hereby
waives all claims in respect thereof against Landlord.


 


Landlord or its agents shall not be liable for
any damage to property entrusted to employees of the Building, nor for loss or
damage to any property by theft or otherwise, nor for any injury to or damage
to persons or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water or rain which may leak from any part of the Building or
from the pipes, appliances or plumbing works therein or from the roof, street
or subsurface or from any other place resulting from dampness or any other
cause whatsoever, unless caused by or due to the negligence of Landlord, its
agents, servants or employees. Landlord or its agents shall not be liable for
interference with the light or other incorporeal hereditaments, loss of
business by Tenant, nor shall Landlord be liable for any latent defect in the
Premises or in the Building. Tenant shall give prompt notice to Landlord in
case of fire or accidents in the Premises or in the Building or of defects
therein or in the fixtures or equipment.


 


15.           SUBROGATION.  As long as their respective insurers to permit, Landlord and
Tenant hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties. Each party
shall obtain any special endorsements, if required by their insurer to evidence
compliance with the aforementioned waiver.


 


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16.           LIABILITY INSURANCE.  Tenant shall, at Tenant’s expense, obtain
and keep in force during the term of this Lease, a policy of comprehensive
public liability insurance insuring Landlord and Tenant against any liability
arising out of the ownership, use, occupancy or maintenance of the Premises and
all areas appurtenant thereto. The limit of said insurance shall not, however,
limit the liability of the Tenant hereunder. Tenant may carry said insurance
under a blanket policy, providing, however, said insurance by Tenant shall have
a Landlord’s protective liability endorsement attached thereto. If Tenant shall
fail to procure and maintain said insurance, Landlord may, but shall not be
required to, procure and maintain same, but at the expense of Tenant. Insurance
required hereunder, shall be in companies rated A+ AAA or better in “Best’s
Insurance Guide.” Tenant shall deliver to Landlord prior to occupancy of the
Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Landlord. No policy shall be cancelable or
subject to reduction of coverage except after ten (10) days’ prior written
notice to Landlord.


 


17.           SERVICES AND UTILITIES.  Provided that Tenant is not in default
hereunder, Landlord agrees to furnish to the Premises during reasonable hours
of generally recognized business days, to be determined by Landlord at his sole
discretion, and subject to the rules and regulations of the Building of which
the Premises are a part, electricity for normal lighting and fractional
horsepower office machines, heat and air conditioning required in Landlord’s
judgment for the comfortable use and occupation of the Premises, and janitorial
service.  Landlord shall also maintain
and keep lighted the common stairs, common entries and toilet rooms in the
Building of which the Premises are a part. 
Landlord shall not be liable for, and Tenant shall not be entitled to,
any reduction of rental by reason of Landlord’s failure to furnish any of the foregoing
when such failure is caused by accident, breakage, repairs, strikes, lockouts
or other labor disturbances or labor disputes of any character, or by any other
cause, similar or dissimilar, beyond the reasonable control of Landlord.
Landlord shall not be liable under any circumstances for a loss of or injury to
property, however occurring, through or in connection with or related to
failure to furnish any of the foregoing. Wherever heat generating machines or
equipment are used in the Premises which affect the temperature otherwise maintained
by the air conditioning system, Landlord reserves the right to install
supplementary air conditioning units in the Premises and the cost thereof,
including the cost of installation, and the cost of operation and maintenance
thereof shall be paid by Tenant to Landlord upon demand by Landlord.


 


Tenant will not, without written consent of
Landlord, use any apparatus or device in the Premises, including, but without
limitation thereto, electronic data processing machines, punch card machines,
and machines using in excess of 120 volts, which will in any way increase the
amount of electricity usually furnished or supplied for the use of the Premises
as general office space; nor connect with electric current except through
existing electrical outlets in the Premises, any apparatus or device, for the
purpose of using electric current. If Tenant shall require water or electric
current in excess of that usually furnished or supplied for the use of the
Premises as general office space, Tenant shall first procure the written
consent of Landlord, which Landlord may refuse, to the use thereof and Landlord
may cause a water meter or electrical current meter to be installed in the
Premises, so as to measure the amount of water and electric current consumed
for any such use. The cost of any such meters and of installation, maintenance
and repair thereof shall be paid for by the Tenant and Tenant agrees to pay to
Landlord promptly upon demand therefor by Landlord for all such water and
electric current consumed as shown by said meters, at the rates charged for
such services by the local public utility furnishing the same, plus any
additional expense incurred in keeping account of the water and electric
current so consumed. If a separate meter is not installed, such excess cost for
such water and electric current will be established by an estimate made by a
utility company or electrical engineer.


 


18.           PROPERTY TAXES.  Tenant shall pay, or cause to be paid, before delinquency, any
and all taxes levied or assessed and which become payable during the term
hereof upon all Tenant’s leasehold improvements, equipment, furniture, fixtures
and personal property located in the Premises, except that which has been paid
for by Landlord, and is the standard of the Building.  In the event any or all of the Tenant’s leasehold improvements,
equipment, furniture, fixtures and personal property shall be assessed and
taxed with the Building, Tenant shall pay to Landlord its share of such taxes
within ten (10) days after delivery to Tenant by Landlord of a statement in
writing setting forth the amount of such taxes applicable to Tenant’s property.


 


19.           RULES AND REGULATIONS.  Tenant shall faithfully observe and comply
with the rules and regulations that Landlord shall from time to time
promulgate.  Landlord reserves the right
from time to time to make all reasonable modifications to said rules. The
additions and modifications to those rules shall be binding upon


 


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Tenant upon delivery of a copy of them to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance of any said rules by any other
tenants or occupants.


 


20.           HOLDING OVER.  If Tenant remains in possession of the Premises or any part
thereof after the expiration of the term hereof with the express written
consent of Landlord, such occupancy shall be a tenancy from month to month at a
rental in the amount of the last monthly rental, plus all other charges payable
hereunder, and upon all the terms hereof applicable to a month to month
tenancy.


 


21.           ENTRY BY LANDLORD.  Landlord reserves the right and shall at any and all times have
the right to enter the Premises, inspect the same, supply janitorial service
and any other service to be provided by Landlord to Tenant hereunder, to submit
said Premises to prospective purchasers or tenants, to post notices of
non-responsibility, and to alter, improve or repair the Premises and any
portion of the Building of which the Premises are a part that Landlord may deem
necessary or desirable, without abatement of rent and may for that purpose
erect scaffolding and other necessary structures where reasonably required by
the character of the work to be performed, always providing that the entrance
to the Premises shall not be blocked thereby, and further providing that the
business of the Tenant shall not be interfered with unreasonably. Tenant hereby
waives any claim for damages or for any injury or inconvenience to or
interference with Tenant’s business, any loss of occupancy or quiet enjoyment of
the Premises, and any other loss occasioned thereby. For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to
unlock all of the doors in, upon and about the Premises, excluding Tenant’s
vaults, safes and files, and Landlord shall have the right to use any and all
means which Landlord may deem proper to open said doors in an emergency, in
order to obtain entry to the Premises without liability to Tenant except for
any failure to exercise due care for Tenant’s property. Any entry to the
Premises obtained by Landlord by any of said means, or otherwise shall not
under any circumstances be construed or deemed to be a forceable or unlawful
entry into, or a detainer of, the Premises, or an eviction of Tenant from the
Premises or any portion thereof.


 


22.           RECONSTRUCTION.  In the event the Premises or the Building of which the Premises
are a part are damaged by fire or other perils covered by extended coverage
insurance, Landlord agrees to forthwith repair the same; and this Lease shall
remain in full force and effect, except that Tenant shall be entitled to a
proportionate reduction of the rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which the making of such
repairs shall materially interfere with the business carried on by the Tenant
in the Premises. If the damage is due to the fault or neglect of Tenant or its
employees, there shall be no abatement of rent.


 


In the event the Premises or the Building of
which the Premises are a part are damaged as a result of any cause other than
the perils covered by fire and extended coverage insurance, then Landlord shall
forthwith repair the same, provided the extent of the destruction be less than
ten (10%) percent of the then full replacement cost of the Premises or the
Building of which the Premises are a part. 
In the event the destruction of the Premises or the Building is to an
extent greater than ten (10%) percent of the full replacement cost, then
Landlord shall have the option: (1) to repair or restore such damage, this
Lease continuing in full force and effect, but the rent to be proportionately
reduced as hereinabove in this Article provided, or (2) give notice to
Tenant at any time within sixty (60) days after such damage terminating this
Lease as of the date specified in such notice, which date shall be no less than
thirty (30) and no more than sixty (60) days after the giving of such notice.
In the event of giving such notice, this Lease shall expire and all interest of
the Tenant in the Premises shall terminate on the date so specified in such
notice and the Rent, reduced by a proportionate amount, based upon the extent,
if any, to which such damage materially interfered with the business carried on
by the Tenant in the Premises, shall be paid up to date of said such
termination.


 


Notwithstanding anything to the contrary
contained in this Article, Landlord shall not have any obligation whatsoever to
repair, reconstruct or restore the Premises when the damage resulting from any
casualty covered under this Article occurs during the last twelve (12)
months of the term of this Lease or any extension thereof.


 


Landlord shall not be required to repair any
injury or damage by fire or other cause, or to make any repairs or replacements
of any panels, decoration, office fixtures, railings, floor covering,
partitions, or any other property installed in the Premises by Tenant.


 


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The Tenant shall not be entitled to any
compensation or damages from Landlord for loss of the use of the whole or any
part of the Premises, Tenant’s personal property or any inconvenience or
annoyance occasioned by such damage, repair, reconstruction or restoration.


 


23.           DEFAULT. 
The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant.


 


23.a.        The vacating or abandonment of the Premises by
Tenant.


23.b.        The failure by Tenant to make any payment of
rent or any other payment required to be made by Tenant hereunder, as and when
due, where such failure shall continue for a period of three (3) days after
written notice thereof by Landlord to Tenant.


23.c.        The failure by Tenant to observe or perform any
of the covenants, conditions or provisions of this Lease to be observed or
performed by the Tenant, other than described in Article 23.b. above,
where such failure shall continue for a period of thirty (30) days after
written notice thereof by Landlord to Tenant, provided, however, that if the
nature of Tenant’s default is such that more than thirty (30) days are
reasonably required for its cure, then Tenant shall not be deemed to be in
default if Tenant commences such cure within said thirty (30) day period and
thereafter diligently prosecutes such cure to completion.


23.d.        The making by Tenant of any general assignment
or general arrangement for the benefit of creditors, or the filing by or
against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition
or reorganization or arrangement under any law relating to bankruptcy (unless,
in the case of a petition filed against Tenant, the same is dismissed within
sixty (60) days); or the appointment of a trustee or a receiver to take
possession of substantially all of Tenant’s assets located at the Premises or
of Tenant’s interest in this Lease, where possession is not restored to Tenant
within thirty (30) days, or the attachment, execution or other judicial seizure
of substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in this Lease, where such seizure is not discharged in thirty (30)
days.


 


24.           REMEDIES IN DEFAULT.  In the event of such material default or
breach by Tenant, Landlord may at any time thereafter, with or without notice
or demand and without limiting Landlord in the exercise of a right or remedy
which Landlord may have by reason of such default or breach.


 


24.a.        Terminate Tenant’s right to possession of the
Premises by any lawful means, in which case this Lease shall terminate and
Tenant shall immediately surrender possession of the Premises to Landlord.  In such event Landlord shall be entitled to
recover from Tenant all damages incurred by Landlord by reason of Tenant’s
default including, but not limited to, the cost of recovering possession of the
Premises; expenses of reletting, including necessary renovation and alteration
of the Premises, reasonable attorney’s fees, any real estate commission
actually paid, the worth at the time of award by the court having jurisdiction
thereof of the amount by which the unpaid rent for the balance of the term
after the time of such award exceeds the amount of such rental loss for the
same period that Tenant proves could be reasonably avoided; that portion of the
leasing commission paid by Landlord and applicable to the unexpired term of
this Lease.  Unpaid installments of rent
or other sums shall bear interest from the date due at the rate of ten (10%)
percent per annum. In the event Tenant shall have abandoned the Premises,
Landlord shall have the option of (a) taking possession of the Premises and
recovering from Tenant the amount specified in this paragraph, or (b)
proceeding under the provisions of the following Article 24.b.


24.b.        Maintain Tenant’s right to possession, in which
case this Lease shall continue in effect whether or not Tenant shall have
abandoned the Premises. In such event Landlord shall be entitled to enforce all
of Landlord’s right and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder.


24.c.        Pursue any other remedy now or hereafter
available to Landlord under the laws or judicial decision of the State in which
the Premises are located.


 


25.           EMINENT DOMAIN.  If more than twenty-five (25%) percent of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power
of eminent domain, either party hereto shall have the right, at its option, to
terminate this Lease, and Landlord shall be entitled to any and all income,
rent, award, or any interest therein whatsoever which may be paid or made in
connection with such public or quasi-public use or purpose, and Tenant shall
have no claim against Landlord for the value of any unexpired term of this
Lease.  If either less than or more than
twenty five (25%) percent of the Premises is taken, and neither party elects to
terminate as herein provided, the rental thereafter to be paid shall be
equitably reduced.  If any part of the
Building


 


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other than the Premises may be so taken or appropriated, Landlord shall
have the right at its option to terminate this Lease and shall be entitled to
the entire award as above provided.


 


26.           OFFSET STATEMENT.  Tenant shall at any time and from time to time upon not less than
ten (10) days’ prior written notice from Landlord execute, acknowledge and
deliver to Landlord a statement in writing: (a) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease, as so modified, is in full
force and effect) and the date to which the rental and other charges are paid
in advance, if any, and (b) acknowledging that there are not, to Tenant’s
knowledge, any uncured defaults on the part of the Landlord hereunder, or
specifying such defaults if any are claimed. 
Any such statement may be relied upon by any prospective purchaser or
encumbrancer of all or any portion of the real property of which the Premises
are a part.


 


27.           PARKING. 
Tenant shall have the right to use in common with other tenants or
occupants of the Building the parking facilities of the Building, if any,
subject to the monthly rates, rules and regulations, and any other charges of
Landlord for such parking facilities which may be established or altered by
Landlord at any time or from time to time during the term hereof.


 


28.           AUTHORITY OF PARTIES.


28.a. 
Corporate Authority.  If Tenant
is a corporation, each individual executing this Lease on behalf of said
corporation represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of said corporation, in accordance with a duly
adopted resolution of the board of directors of said corporation or in
accordance wit the by-laws of said corporation, and that this Lease is binding
upon said corporation in accordance with its terms.


28.b. 
Limited Partnerships.  If the
Landlord herein is a limited partnership, it is understood and agreed that any
claims by Tenant on Landlord shall be limited to the assets of the limited
partnership, and furthermore, Tenant expressly waives any and all rights to
proceed against the individual partners or the officers, directors or
shareholders of any corporate partner, except to the extent of their interest
in said limited partnership.


 


29.           GENERAL PROVISIONS.


(i)            Plats and Riders.  Clauses, plats and riders, if any, signed by the Landlord and the
Tenant and endorsed on or affixed to this Lease are a part hereof.


(ii)           Waiver. 
The waiver by Landlord of any term, covenant or condition herein
contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant
of any term, covenant or condition of this Lease, other than the failure of the
Tenant to pay the particular rental so accepted, regardless of Landlord’s
knowledge of such preceding breach at the time of the acceptance of such rent.


(iii)          Notices. 
All notices and demands which may or are to be required or permitted to
be given by either party to the other hereunder shall be in writing. All
notices and demands by the Landlord to the Tenant shall be sent by United
States Mail, postage prepaid, addressed to the Tenant at the Premises, or to
such other place as Tenant may from time to time designate in a notice to the
Landlord. All notices and demands by the Tenant to the Landlord shall be sent
by United States Mail, postage prepaid, addressed to the Landlord at the Office
of the Building, or to such other person or place as the Landlord may from time
to time designate in a notice to the Tenant.


(iv)          Joint Obligation.  If there be more than one Tenant the obligations hereunder
imposed upon Tenants shall be joint and several.


(v)           Marginal Headings.  The marginal headings and Article titles to the Articles of
this Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.


(vi)          Time. 
Time is of the essence of this Lease and each and all of its provisions
in which performance is a factor.


(vii)         Successors and Assigns.  The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the heirs,
successors, executors, administrators and assigns of the parties hereto.


(viii)        Recordation. 
Neither Landlord nor Tenant shall record this Lease or a short form
memorandum hereof without the prior written consent of the other party.


(ix)           Quiet Possession.  Upon Tenant paying the rent reserved hereunder and observing and
performing all of the covenants, conditions and provisions on Tenant’s part to
be observed and performed


 


7

















 


hereunder, Tenant shall have quiet possession of the Premises for the
entire term hereof, subject to all provisions of this Lease.


(x)            Late Charges.  Tenant hereby acknowledges that late payment by Tenant to
Landlord of rent or other sums due hereunder will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain.  Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Landlord by terms of any mortgage or trust
deed covering the Premises. Accordingly, if any installment of rent or of a sum
due from Tenant shall not be received by Landlord or Landlord’s designee within
ten (10) days after written notice that said amount is past due, then Tenant shall
pay to Landlord a late charge equal to ten (10%) percent of such overdue
amount. The parties hereby agree that such late charges represent a fair and
reasonable estimate of the cost that Landlord will incur by reason of the late
payment by Tenant. Acceptance of such late charges by the Landlord shall in no
event constitute a waiver of Tenant’s default with respect to such overdue
amount, nor prevent Landlord from exercising any of the other rights and
remedies granted hereunder.


(xi)           Prior Agreements.  This Lease contains all of the agreements of the parties hereto
with respect to any matter covered or mentioned in this Lease, and no prior
agreements or understanding pertaining to any such matters shall be effective
for any purpose. No provision of this Lease may be amended or added to except
by an agreement in writing signed by both parties hereto or their respective
successors in interest. This Lease shall not be effective or binding on any
party until fully executed by both parties hereto.


(xii)          Inability to Perform.  This Lease and the obligations of the Tenant
hereunder shall not be affected or impaired because the Landlord is unable to
fulfill any of its obligations hereunder or is delayed in doing so, if such inability
or delay is caused by reason of strike, labor troubles, acts of God, or any
other cause beyond the reasonable control of the Landlord.


(xiii)         Attorney’s Fees.  In the event of any action or proceeding brought by either party
against the other under this Lease the prevailing party shall be entitled to
recover all costs and expenses including the fees of its attorneys in such
action or proceeding in such amount as the court may adjudge reasonable as
attorneys’ fees.


(xiv)        Sale of Premises by Landlord.  In the event of any sale of the Building,
Landlord shall be and is hereby entirely freed and relieved of all liability
under any and all of its covenants and obligations contained in or derived from
this Lease arising out of any act, occurrence or omission occurring after the
consummation of such sale; and the purchaser, at such sale or any subsequent
sale of the Premises shall be deemed, without any further agreement between the
parties or their successors in interest or between the parties and any such
purchaser, to have assumed and agreed to carry out any and all of the covenants
and obligations of the Landlord under this Lease.


(xv)         Subordination, Attornment.  Upon request of the Landlord, Tenant will in
writing subordinate its rights hereunder to the lien of any first mortgage, or
first deed of trust to any bank, insurance company or other lending
institution, now or hereafter in force against the land and Building of which
the Premises are a part, and upon any buildings hereafter placed upon the land
of which the Premises are a part, and to all advances made or hereafter to be
made upon the security thereof.


In the event any proceedings are brought for
foreclosure, or in the event of the exercise of the power of sale under any
mortgage or deed of trust made by the Landlord covering the Premises, the
Tenant shall attorn to the purchaser upon any such foreclosure or sale and
recognize such purchaser as the Landlord under this Lease.


The provisions of this Article to the
contrary notwithstanding, and so long as Tenant is not in default hereunder,
this Lease shall remain in full force and effect for the full term hereof.


(xvi)        Name. 
Tenant shall not use the name of the Building or of the development in
which the Building is situated for any purpose other than as an address of the
business to be conducted by the Tenant in the Premises.


(xvii)       Separability. 
Any provision of this Lease which shall prove to be invalid, void or
illegal shall in no way affect impair or invalidate any other provision hereof
and such other provision shall remain in full force and effect.


(xviii)      Cumulative Remedies.  No remedy or election hereunder shall be deemed exclusive but
shall, wherever possible, be cumulative with all other remedies at law or in
equity.


(xix)         Choice of Law.  This Lease shall be governed by the laws of the State in which
the Premises are located.


(xx)          Signs and Auctions.  Tenant shall not place any sign upon the Premises or Building or
conduct any auction thereof without Landlord’s prior written consent.


 


8

















 


20.           BROKERS. 
Tenant warrants that it has had no dealings with any real estate broker
or agents in connection with the negotiation of this Lease and it knows of no
other real estate broker or agent who is entitled to a commission in connection
with this Lease.


 


Please See Addendum


 


The parties hereto have executed this Lease
at the place and on the dates specified immediately adjacent to their
respective signatures.


 


If this Lease has been filled in, it has been
prepared for submission to your attorney for his approval.  No representation or recommendation is made
       the real estate broker or its agents or
employees as to the legal sufficiency, legal effect, or tax consequences of
this Lease or the transactions relating thereto.


 


	
   

  	
   

  	
   

  	
  Newtown Street Road Associates

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/
  illegible

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Two Bala Plaza

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Bala Cynwyd, Pennsylvania 19004

  	
   

  	
   

  	
  “Landlord”

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Medstaff, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ William S. Davis

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  The Medstaff Building

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  297 S. Newtown Street Road

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Newtown Square, Pennsylvania 19073

  	
   

  	
   

  	
  “Tenant”

  	
   

  
									



 


9

















 


RULES
AND REGULATIONS


 


1.             No
sign, placard, picture, advertisement, name or notice shall be inscribed,
displayed or printed or affixed on or to any part of the outside or inside of
the Building without the written consent of Landlord first had and obtained and
Landlord shall have the right to remove any such sign, placard, picture,
advertisement, name or notice without notice to and at the expense of Tenant.


All approved signs or lettering on doors
shall be printed, painted, affixed or inscribed at the expense of Tenant by a
person approved of by Landlord.


Tenant shall not place anything or allow
anything to be placed near the glass or any window, door, partition or wall
which may appear unsightly from outside the Premises; provided, however, that
Landlord may furnish and install a Building standard window covering at all
exterior windows. Tenant shall not without prior written consent of Landlord
cause or otherwise sunscreen any window.


 


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


 


3.             Tenant
shall not alter any lock or install any new or additional locks or any bolts on
any doors or windows of the Premises.


 


4.             The
toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein and the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by the Tenant who, or whose employees or invitees shall have caused it.


 


5.             Tenant
shall not overload the floor of the Premises or in any way deface the Premises
or any part thereof.


 


6.             No
furniture, freight or equipment of any kind shall be brought into the Building
without the prior notice to Landlord and all moving of the same into or out of
the Building shall be done at such time and in such manner as Landlord shall
designate. Landlord shall have the right to prescribe the weight, size and
position of all safes and other heavy equipment brought into the Building and
also the times and manner of moving the same in and out of the Building. Safes
or other heavy objects shall, if considered necessary by Landlord, stand on
supports of such thickness as is necessary to properly distribute the weight.
Landlord will not be responsible for loss of or damage to any such safe or
property from any cause and all damage done to the Building by moving or
maintaining any such safe or other property shall be repaired at the expense of
Tenant.


 


7.             Tenant
shall not use, keep or permit to be used or kept any foul or noxious gas or
substance in the Premises, or permit or suffer the Premises to be occupied or
used in a manner offensive or objectionable to the Landlord or other occupants
of the Building by reason of noise, odors and/or vibrations, or interfere in
any way with other tenants or those having business therein, nor shall any
animals or birds be brought in or kept in or about the Premises or the
Building.


 


8.             No
cooking shall be done or permitted by any Tenant on the Premises, nor shall the
Premises be used for the storage of merchandise, for washing clothes, for
lodging, or for any improper, objectionable or immoral purposes.


 


9.             Tenant
shall not use or keep in the Premises or the Building any kerosene, gasoline or
inflammable or combustible fluid or material, or use any method of heating or
air conditioning other than that supplied by Landlord.


 


10.           Landlord
will direct electricians as to where and how telephone and telegraph wires are
to be introduced. No boring or cutting for wires will be allowed without the
consent of the Landlord. The location of telephones, call boxes and other
office equipment affixed to the Premises shall be subject to the approval of
Landlord.


 


11.           On
Saturdays, Sundays and legal holidays, and on other days between the hours of
6:00 P.M. and 8:00 A.M. the following day, access to the Building, or to the
halls, corridors, elevators or stairways in the Building, or to the Premises
may be refused unless the person seeking access is known to the person or
employee of the Building in charge and has a pass or is properly identified.
The Landlord shall in no case be liable for damages for any error


 


10

















 


with regard to the admission to or exclusion from the Building of any
person. In case of invasion, mob, riot, public excitement, or other commotion,
the Landlord reserves the right to prevent access to the Building during the
continuance of the same by closing of the doors or otherwise, for the safety of
the tenants and protection of property in the Building and the Building.


 


12.           Landlord
reserves the right to exclude or expel from the Building any person who, in the
judgment of Landlord, is intoxicated or under the influence of liquor or drugs,
or who shall in any manner do any act in violation of any of the rules and
regulations of the Building.


 


13.           No
vending machine or machines of any description shall be installed, maintained
or operated upon the Premises without the written consent of the Landlord.


 


14.           Landlord
shall have the right, exercisable without notice and without liability to
Tenant, to change the name and street address of the Building of which the
Premises are a part.


 


15.           Tenant
shall not disturb, solicit, or canvass any occupant of the Building and shall
cooperate to prevent same.


 


16.           Without
the written consent of Landlord, Tenant shall not use the name of the Building
in connection with or in promoting or advertising the business of Tenant except
as Tenant’s address.


 


17.           Landlord
shall have the right to control and operate the public portions of the
Building, and the public facilities, and heating and air conditioning, as well
as facilities furnished for the common use of the tenants, in such manner as it
deems best for the benefit of the tenants generally.


 


18.           All
entrance doors in the Premises shall be left locked when the Premises are not
in use, and all doors opening to public corridors shall be kept closed except
for normal ingress and egress from the Premises.


 


11

















 


Addendum


 


5A           Base
Rent


 


On or before the first day of each month of
the seven year term, Tenant agrees to pay to Landlord without prior written
notice or demand, base rent in the amounts specified in the following Base Rent
Schedule.


 


Base Rent Schedule


 


	
  Period

  	
   

  	
  Annual Rental

  	
   

  	
  Monthly Rental

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8/1/98 –
  12/31/98

  	
   

  	
  $

  	
  219,000.00

  	
   

  	
  $

  	
  18,250.00

  	
   

  
	
  1/1/99 –
  7/31/99

  	
   

  	
  $

  	
  268,000.00

  	
   

  	
  $

  	
  22,333.33

  	
   

  
	
  8/1/99 –
  7/31/00

  	
   

  	
  $

  	
  278,720.00

  	
   

  	
  $

  	
  23,226.67

  	
   

  
	
  8/1/00 –
  7/31/01

  	
   

  	
  $

  	
  289,868.80

  	
   

  	
  $

  	
  24,155.73

  	
   

  
	
  8/1/01 –
  7/31/02

  	
   

  	
  $

  	
  301,463.55

  	
   

  	
  $

  	
  25,121.96

  	
   

  
	
  8/1/02 –
  7/31/03

  	
   

  	
  $

  	
  313,522.09

  	
   

  	
  $

  	
  26,126.84

  	
   

  
	
  8/1/03 –
  7/31/04

  	
   

  	
  $

  	
  326,062.98

  	
   

  	
  $

  	
  27,171.91

  	
   

  



 


31.           Electric
Utilities


 


Tenant shall pay directly to Peco for Tenant’s
consumption of electric utilities as separately metered by Peco in Tenant’s
name.


 


32.           Landlord’s
Obligation for Tenant’s Fit Out


 


Although Tenant is accepting the premises “As
Is”, Landlord at its own expense shall replace ceiling tiles, paint and carpet
the leased premises as specified in the General Specifications and Exhibit “A”
of this lease.


 


 


General
Specifications


 


(a)           Painting


 


Landlord shall paint all existing walls
presently painted within the leased area with a color selected by Tenant.


 


(d)           Carpeting


 


Landlord shall carpet the leased area with
building standard carpet in a color selected by Tenant.


 


33.           Tenant’s
Obligation for Tenant’s Fit Out


 


Tenant at Tenant’s own expense shall demolish
existing walls and construct new walls as specified by Exhibit “A” of this
lease.


 


General
Specifications


 


(a)           Demolition


 


Tenant shall remove walls as indicated on
Exhibit “A” of this lease into a construction dumpster provided by Tenant.


 


12

















 


(b)           Construction


 


Tenant shall construct walls with building
standard materials as specified by Exhibit “A”.


 


34.           Tenant’s
Acceptance of the Premises “As Is”


 


By taking occupancy of the premises under
this lease, Tenant has accepted the premises “As Is.”  Other than Tenant Fit-out items specified by Exhibit “A”, Tenant
shall not make any changes, alterations, or additions to the premises without
the written consent of the Landlord.


 


35.           Janitorial
Services


 


Tenant shall provide janitorial services
including light bulb replacement throughout the term of this lease.


 


36.           Lease
Agreement Binding on Both Parties


 


Upon this lease being executed by signatures
affixed hereto, this lease, its addendums and exhibitions shall be a binding
agreement between the parties obligating Tenant and Landlord to their separate
performances hereunder.


 


13

















 


LEASE
AMENDMENT #1


 


Agreement, made as of the 22nd day
of December, 1999, by and between Newtown Street Road Associates, a
Pennsylvania Limited Partnership having its principal place of business at
Fifth Floor, Two Bala Plaza Office Building, Bala Cynwyd, Pennsylvania, c/o
Arthur J. Kania (“Landlord”) and Medstaff, Inc., a Pennsylvania corporation
doing business in the Commonwealth of Pennsylvania and having its executive
offices at Benson Building #2 (The Medstaff Building), 297 South Newtown Street
Road, Newtown Square, Pennsylvania (“Tenant”).


 


W I T N E S S E T H:


 


WHEREAS, Landlord and Tenant have entered
into a lease of 17,500 square feet in the building known as Benson Building #2
(The Medstaff Building), 297 South Newtown Street Road, Newtown Square,
Pennsylvania, which lease commenced January 1, 1999 and expires
July 31, 2004.


 


WHEREAS, Landlord and Tenant desire to extend
this lease in the respects hereinafter set forth.


 


NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
whereof are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.             Landlord and Tenant hereby agree to extend
the term of the lease by Three Months beginning August 1, 2004 and
extending until October 30, 2004.


 


2.             Without prior notice or demand, Tenant
agrees to pay monthly base rent of $27,171.92 on the first day of each month of
the extended term, August 1, 2004 through October 30, 2004.  Tenant shall continue to provide its
electric and janitorial service during the extended term pursuant to the Lease.


 


3.             Except as expressly modified by this
Agreement, the Lease is hereby ratified, confirmed and continued in full force
and effect.


 


4.             This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
executors, legal representatives, successors and assigns.


 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 


	
  Newtown Street Road Associates

  	
  Medstaff, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/ William
  G. Davis

  
					



 


14

















 


Lease
Amendment #2


 


Agreement, made as of the 21s’ day
of June, 2001, by and between Newtown Street Road Associates, a Pennsylvania
Limited Partnership, having its principal place of business at Two Bala Plaza
Office Building, Bala Cynwyd, Pennsylvania (“Landlord”) and Medstaff, Inc.
doing business in the Commonwealth of Pennsylvania and having its executive
offices at The Medstaff Building, 297 South Newtown Street Road. Newtown
Square, Pennsylvania (“Tenant”).


 


Witnesseth


 


WHEREAS, Landlord and Tenant have entered
into a lease for the entire building known as the Medstaff Building, 297 South
Newtown Street Road, Newtown Square, Pennsylvania, which lease commenced
August 1,1998, and expires July 30th, 2004, and which
lease was extended under an Amendment #1 dated December 22,1999, for three
months beginning August 1,2004, to October 31, 2004.


 


WHEREAS, Landlord and Tenant desire to extend
this lease and its amendments in the respects hereinafter set forth.


 


NOW THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
whereof are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.             Landlord
and Tenant hereby agree to extend the term of this lease beginning
November 1st, 2004, and extending until July 31st,
2006.


 


2.             Tenant
agrees to pay monthly base rent on the first day of each month without prior
notice or demand pursuant to the following Rent Schedule during the
extension period.


 


	
  Period

  	
   

  	
  Monthly Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11/01/04 -
  7/31/05

  	
   

  	
  $

  	
  30,049.99

  	
   

  
	
  8/01/05 -
  7/31/06

  	
   

  	
  $

  	
  30,951.49

  	
   

  



 


3.             Tenant
shall pay directly to Peco for Tenant’s consumption of electric utilities as
separately metered by Peco in Tenant’s name.


 


4.             Tenant
shall provide janitorial services including light bulb replacement, walkway
salt /snow shoveling, toilet plunging, and exterior trash pick-up during the
term of the Lease.


 


5.             Except
as expressly modified by this Agreement, the Lease is hereby ratified,
confirmed, and continued in full force and effect.


 


6.             This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, legal representatives, successors, and
assigns.


 


7.             Landlord,
at its own expense, will improve common area bathrooms with new fixtures,
cabinets, paint, to bring a new fresh appearance.


 


IN WITNESS WHEROF, the parties hereto have
duly executed Agreement as of the day and year first written above.


 


	
  Newtown Street Road Associates

  	
  Medstaff, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/ William G. Davis

  
					



 


15