Exhibit 10.28


 


OFFICE BUILDING LEASE


 


1.             PARTIES. 
This Lease, dated, for reference purposes only, June 21, 2001, 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 The Entire
Building square feet and being
situated on the                    
floor of that certain Building known as The Medstaff Building, 295 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 5 years, commencing on the 1st day of July, 2001 and ending on the 31st
day of July, 2006.


 


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.             INTENTIONALLY
DELETED.


 


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, 


 


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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 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 


 


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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.


 


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 


 


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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 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 


 


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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.


 


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.


 


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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 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.


 


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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
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.


 


7

















 


(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.


 


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.


 


8

















 


	
   

  	
   

  	
   

  	
  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 five 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

  	
   

  	
  Monthly
  Rental

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7/1/01 - 9/30/01

  	
   

  	
  $

  	
  7,040.00

  	
   

  
	
  10/1/01 - 12/31/01

  	
   

  	
  $

  	
  13,750.00

  	
   

  
	
  1/1/02 
  - 7/31/02

  	
   

  	
  $

  	
  27,500.00

  	
   

  
	
  8/1/02 
  - 7/31/03

  	
   

  	
  $

  	
  28,325.00

  	
   

  
	
  8/1/03 
  - 7/31/04

  	
   

  	
  $

  	
  29,174.75

  	
   

  
	
  8/1/04 
  - 7/31/05

  	
   

  	
  $

  	
  30,049.99

  	
   

  
	
  8/1/05 
  - 7/31/06

  	
   

  	
  $

  	
  30,951.49

  	
   

  






 


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.           Janitorial
Services


 


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


 


33.           Tenant’s
Acceptance of the Premises “ As Is “


 


By taking occupancy of the premises under this lease, Tenant has
accepted the premises “As Is”. Tenant shall not make any changes, alterations,
or additions to the premises without the written consent of the Landlord.


 


34.           Lease
Agreement Binding on Both Parties


 


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


 


35.           Release
From Tenant’s Obligation on current Lease of 295 S. Newtown Street Road


 


Tenant presently occupies 4,480 square feet of the first floor of the
Planmatics Building, 295 S. Newtown Street Road, Newtown Square, Pennsylvania.
In consideration of Medstaff, Inc., entering into this new lease for the entire
Building at 295 S. Newtown Street Road, Newtown Square, Pennsylvania, Landlord
shall release Tenant from its lease obligations under the present lease of 4480
square feet at 295 S. Newtown Street Road providing that Tenant has paid rent
in full through June 30, 2001, and Tenant has taken occupancy and is paying
rent under this new lease for the entire Building, 295 S. Newtown Street Road.
Such release by Landlord shall render the current lease for the first floor of
295 South Newtown Street Road, null and void with no further legal obligation
by Landlord or Tenant.


 


36.           Landlord’s
Obligation to Tenant’s Fit-Out


 


In the first floor newly leased area, Landlord at its own expense shall
demolish existing interior walls, construct three new walled offices, paint
newly constructed offices and carpet the areas where necessary by this 


 


12

















 


construction/ demolition
pursuant to the general building specifications. Landlord is not responsible
for electrical outlets.


 


General Specifications


 


(a)           Demolition


 


Landlord shall remove walls as agreed between Landlord and Tenant into
a  construction dumpster provided
by Landlord.


 


(b)           Construction


 


Landlord shall construct walls with building standard materials.


 


(c)           Painting


 


Landlord shall paint new walls and existing walls where required by
construction / demolition.


 


(d)           Carpeting


 


Landlord shall carpet the leased area where necessary by construction/
demolition with building standard carpet matching existing carpeting.


 


13