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                               THE PLYMOUTH WOODS

                                                                Landlord

                                       TO

                            INTELLIGENT IMAGING INC.

                                                                Tenant

                                     LEASE

                                     Space:

                           A portion of Building 521
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521 PLYMOUTH ROAD, PLYMOUTH MEETING, PA 19462

                                     Term:

From January 1, 1998                              To December 31, 2002
     --------------------------------                ---------------------------

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                                   L E A S E

      THIS IS A LEASE AGREEMENT ("Lease") dated December 8, 1997.

      The parties are The Plymouth Woods, 999 Old Eagle School Road, Wayne,
Pennsylvania 19087 ("Landlord") and INTELLIGENT IMAGING INC. ("Tenants").

      The terms of this Lease are:

      1. TERM. Landlord hereby leases to Tenant for use only as a lawful and
respectable office, the floor area ("Leased Space") shown in the attached
Exhibit D in the Building ("Building") erected by Landlord at 521 Plymouth Road,
Plymouth Meeting, PA 19462. The term of the Lease is 5 years and 0 months to
commence on January 1, 1998.

      2. RENT. Total rental for the term of this Lease is Six hundred ninety
thousand seven hundred thirty and 40/100 dollars ($697,730.40).

The monthly rent is Eleven thousand six hundred twenty eight and 84/100 dollars
($11,628.84), pro-rated for any partial calendar month of occupancy, payable in
advance without prior notice or demand and without any set-off or deduction on
the first day of each calendar month at Landlord's principal office or at such
other place as Landlord may direct.

            For purposes of all covenants and terms of this Lease, the Leased
Space consists of 8043 rentable square feet.

      3. SECURITY DEPOSIT.

            (a) As security for the faithful performance by Tenant of all of the
terms and conditions upon Tenant's part to be performed and for the payment of
any damages to which Landlord may be entitled in the event of default by Tenant
hereunder, Tenant has this day deposited with Landlord the sum of Eleven
thousand four hundred thirty one and 36/100 dollars $11,431.36 the "Security
Deposit" which shall be returned to Tenant without interest thirty (30) days
after the date set for expiration of the term of this Lease (notwithstanding
this Lease may be sooner terminated) or thirty (30) days after the actual
expiration or termination of this Lease, whichever shall be sooner, provided,
however, that Tenant has fully and faithfully carried out all of the terms,
covenants and conditions on its part to be performed. Landlord shall have the
right to apply any or all of the Security Deposit to cure any default of Tenant
and if Landlord does so, Tenant shall upon demand, deposit with Landlord an
amount equal to the amount so applied so that Landlord shall have the Security
Deposit on hand at all times during the term of this Lease. Payment of Security
Deposit is due upon execution of this Lease.

            (b) In the event of a sale or other transfer of Landlord's estate or
interest in the Building the Landlord shall transfer the Security Deposit and
the Landlord shall be considered released by Tenant from all liability for the
return of the Security Deposit and the Tenant shall look solely to the
transferee for the return of the Security Deposit. In the event of any permitted
assignment of Tenant's estate or interest in the Leased Space the Security
Deposit shall be deemed to be held by Landlord as a deposit made by the assignee
and Landlord shall have no further liability in respect to the return of the
Security Deposit to the assignor.

      4. COMPLETION OF IMPROVEMENTS. Intentionally deleted.
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      5. COVENANTS OF LANDLORD. Landlord will

            (a) Supply for normal office use heat and air conditioning, janitor
and cleaning services, electricity and hot and cold water, all in amounts and at
times consistent with similar services provided in first class office buildings
in the Suburban Philadelphia area, but (i) Landlord will not be liable for
failure to supply such services for any cause beyond its control and (ii) if
Tenant's use of electricity in Landlord's judgement, reasonably exercised,
exceeds a normal office use level (which includes only customary office lighting
levels and operation of desk-type portable office equipment) or if Tenant's use
of water in Landlord's judgement, reasonably exercised, exceeds a normal office
use level Landlord may at Tenant's expense install meters to measure the
electricity or water, as the case may be, consumed on the Leased Premises and
bill Tenant for any cost thereof above normal office use levels; and

            (b) supply and maintain window draperies selected by Landlord for
all outside windows;

            (c) supply and maintain parking facilities for approximately 160
cars adjacent to the buildings for the use of all tenants, their guests and
invitees;

            (d) provide heating and/or cooling services (lighting, HVAC and
similar systems) from 8:00 A.M. to 6:00 P.M. Monday through Friday. At tenant's
request, Landlord will provide up to 10 additional hours of heating and/or
cooling services for no charge. The charge for heating and/or cooling services
beyond the additional 10 hours per week be $7.73 per hour.

            (e) warrants that the leased space will comply with all applicable
laws and regulations.

      6. ADDITIONAL RENT. Tenant will pay as additional rent at the times herein
stated in this Lease (if no times are stated, then on the first day of the month
after the Landlord notifies Tenant of the amount of such additional rent):

            (a) Increases in the monthly rental that result from application of
the rent adjustment provisions set forth in Exhibit C.

            (b) All amounts that may become due from Tenant as a result of
Tenant's use, as reasonably determined by Landlord, of more than a reasonable
amount of the items referred to in Section 5 (a); and

            (c) All amounts that may become due from Tenant pursuant to any
provision of this Lease, whether as a result of Tenant's failure to perform any
covenant on its part contained in this Lease or otherwise.

      7. COVENANTS OF TENANT. Tenant will

            (a) pay to Landlord all amounts due as rent and additional rent;

            (b) keep the Leased Space in good order and repair, reasonable wear
and tear excepted;

            (c) surrender the Leased Space at the end of the term of this Lease
in the same condition in which Tenant has agreed to keep it during the term
hereof;

            (d) be responsible for the maintenance of all plumbing and other
fixtures, equipment and systems in the Leased Space, whether installed by
Landlord or by Tenant, except for Building lavatories, heating and air
conditioning equipment installed by Landlord in meeting Landlord's obligations
as specified in Article 5, (a), herein, which will be maintained by Landlord;
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            (e) be responsible (except to the extent provided in section 11) for
repairs and replacements to the Leased Space and the Building made necessary by
reason of damage thereto caused by Tenant or its agents, servants, invitees or
employees;

            (f) comply with all laws and enactments and regulations of any
governmental authority relating or applicable to Tenant's occupancy of the
Leased Space, and hold Landlord harmless from all consequences for failure to do
so;

            (g) promptly notify Landlord of any damage to or defects in the
Leased Space, and of any injuries to persons or property that occur therein;

            (h) pay for any alterations, improvements or additions to the Leased
Space, other than those referred to in Section 4, made by or for Tenant, and not
allow any lien to attach to the Building of Tenant's estate in the Leased Space;

            (i) comply with the rules and regulations hereinafter contained and
with all reasonable changes in and additions to them notice of which is given by
Landlord to Tenant (such rules and regulations are and all such changes and
additions will be part of this Lease);

            (j) Intentionally deleted

            (k) certify, without charge, at any time and from time to time
hereafter, within twenty (20) days after receipt of written request by Landlord,
by a written instrument duly executed and acknowledged, as to the validity and
force and effect of this Lease, as to the existence of any default on the part
of either Landlord or Tenant as to the existence of any offsets, counterclaims
or defenses thereto on the part of Tenant, and as to any other matters that may
reasonably be requested by Landlord.

      8. NEGATIVE COVENANTS OF TENANT. Tenant will not

            (a) damage the Leased Space of any other part of the Building, or
use any part of the Building not designated for use by Tenant except as such
right is given in writing;

            (b) bring into or permit to be kept in the Leased Space any
dangerous, explosive or obnoxious substances;

            (c) have property of substantial size or quantity delivered to or
removed from the Leased Space without first making arrangements satisfactory to
Landlord;

            (d) bring into the Leased Space or use any furniture or equipment
that might be harmful to others in the Building;

            (e) conduct itself or permit its agents, servants, employees or
invitees to conduct themselves in a manner that in Landlord's judgement
reasonably exercised is improper or unsafe;

            (f) Intentionally deleted

            (g) Intentionally deleted

            (h) vacate or abandon the Leased Space, or permit the Leased Space
to be empty or unoccupied.

      9. TENANT'S ACTIONS REQUIRING LANDLORD'S CONSENT. Without the prior
written consent of Landlord which will not be unreasonably withheld, Tenant will
not

            (a) make any use of the Leased Space other than that described in
Section 1;

            (b) voluntarily or involuntarily assign, mortgage or pledge this
Lease or the estate created by this Lease or subject or otherwise permit use or
occupancy by anyone other than Tenant of all or any part of the Leased Space;
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            (c) alter, improve or add to the Leased Space (all alterations,
improvements, additions and fixtures will belong to Landlord and remain in the
Leased Space at the end of the Lease except that if Landlord asks that any of
them be removed. Tenant, prior to termination of this Lease, will do so and will
restore or repair any damage to the Leased Space caused by such installation or
removal, all at Tenant's expense);

            (d) Intentionally deleted

            (e) Intentionally deleted

      10. ADDITIONAL RIGHTS OF LANDLORD. Landlord may at reasonable times
inspect the Leased Space, show it to prospective tenants during the last year of
the original or any extended term, and alter, improve, repair or add to it to
the extent that Landlord reasonably determines to be necessary for the
protection and maintenance of the Leased Space or other parts of the building.

      11. LOSS, DAMAGE OR INJURY. Landlord and Tenant will be responsible for
and hereby relieve each other from and indemnify each other against all
liability by reason of any injury, damage or loss to any person or property that
occurs in the Leased Space or in any other part of the Building, except for
injury, damage or loss which results from the negligence of the other or Tenant
their agents or employees. Landlord and Tenant further release each other from
all liability for damage to or loss of any property of Landlord or Tenant or any
third party that may result from the leakage of water into the Leased Space, or
from any other cause unless resulting solely from the negligence of Landlord and
or Tenant, their agents or employees. Landlord and Tenant will maintain in
force, and upon request will produce evidence of general public liability
insurance with limits that reasonably constitute adequate protection in light of
Landlord and Tenant's particular circumstances and then existing practices with
respect to such insurance carried by landlords, and tenants occupying office
space in similar buildings in the Suburban Philadelphia area.

            Notwithstanding any other provision herein, Landlord and Tenant
hereby release each other, to the extent of the other's collected insurance
coverage, from liability of loss or damage to the property of the party granting
such release, even if the loss or damage occurred through the negligence of such
other party or its agents, servants, invitees or employees, provided that this
release shall be effective only with respect to loss or damage occurring during
such time as the relevant insurance policy of the party granting such release
contains a clause to the effect that this release does not affect such policy
or the right of the insured to recover thereunder. Each party will use its best
efforts to cause its policies of insurance to contain such a clause, but if an
additional premium is charged for such waiver, the party benefiting therefrom,
if it desires to have the waiver, will pay to the other the amount of such
additional premium promptly upon being billed therefor.

      12. RESTORATION OF DAMAGE. If the Leased Space is damaged by fire or other
casualty:

            (a) Landlord will restore the Leased Space (but not Tenant's
property located therein) with reasonable promptness at Landlord's expense,
except that Tenant may be liable for restoration costs under Section 7 (e)
unless

            (b) the damage to the Building is so extensive that Landlord
determines not to restore it, in which event Landlord will so notify Tenant
within sixty (60) days after the occurrence of such casualty and upon such
notice this Lease will terminate.

Landlord will not be liable to Tenant for any interruption in use of the Leased
Space that results from damage to any part of the Building, but rent will be
proportionately suspended during any period of time when any part (or all) of
the Leased Space is untenantable.

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      13. CONDITION OF LEASED SPACE. Landlord leases the Leased Space in its
condition when the term of this Lease begins and without any representation with
respect to it or any duty to repair or alter it.

      14. LATE RENT CHARGE. Tenant acknowledges that the failure of Tenant to
make any payment within ten (10) days after receipt of written notice that such
payment is due and payable will cause Landlord to incur additional trouble and
expense which is not readily susceptible to exact determination in each
particular instance. Accordingly, it is agreed that Landlord may add a late
charge of five percent (5%) to any sums which are more than ten (10) days in
arrears, and Tenant agrees that such late charges are reasonable to compensate
Landlord for the additional trouble and expense incurred by Landlord as a result
of delinquent payments, and do not constitute a penalty for late payment.
Landlord's right to add a late charge to delinquent payments does not obligate
Landlord to accept any overdue payment, nor does it limit Landlord's rights and
remedies as a result of a default by Tenant as defined in this Lease or as
provided by applicable law.

      15. DEFAULT BY TENANT. (a) The occurrence of any of the following will
constitute an event of default by Tenant:

            (i) Tenant's failure to pay within ten (10) days of receipt of
written notice any money due hereunder;

            (ii) Tenant's failure to perform any of Tenant's other obligations
hereunder within thirty (30) days after receipt of written notice of any such
failure has been given by Landlord;

            (iii) Tenant becomes insolvent, makes an assignment for the benefit
of creditors, files or has filed against it a petition in bankruptcy, bill in
equity, or other proceeding for the appointment of a receiver of trustee for its
property, or if proceeding for reorganization or composition with creditors
under any law is instituted by or against Tenant; or

            (iv) Intentionally deleted

      (b) In the event of a default by Tenant, but subject to the provisions of
Section 15(c) below, Landlord will have the right to avail itself of any and all
of the following remedies:

            (i) declare due and payable and sue to recover all unpaid rent and
additional rent and all rent for the unexpired term of this Lease, which
Landlord may accelerate, and all costs and commissions provided or permitted by
law;

            (ii) declare this lease ended;

            (iii) cause any attorney of any court of record of the Commonwealth
of Pennsylvania to appear for Tenant and to confess judgement against Tenant and
in favor of Landlord for all sums due hereunder, plus interest, costs, and an
attorney's collection commission equal to ten percent (10%) of all such sums
(but in no event less than $1,000.00), for which this Lease or a true and
correct copy hereof shall be good and sufficient warrant in accordance with Pa
Rules of Civil Procedures 2950-2973.3. After entry of any such judgement by
confession, one or more writs of execution may be issued thereon without further
notice to Tenant and without a hearing. Tenant waives any procedural errors in
connection with the entry of any such judgement or in the issuance of any one or
more writs of execution thereon;

            (iv) cause any attorney of any court of record of the Commonwealth
of Pennsylvania to appear for Tenant and for anyone claiming by, through, or
under Tenant and to confess judgement against all such parties in favor of
Landlord in ejectment and for the recovery of possession of the Leased Space,
for which this Lease or a true and correct copy hereof shall be good and
sufficient warrant. After the entry of any such judgement, a writ of possession
may be issued thereon without further notice to Tenant and without a hearing.
Tenant waives any procedural errors in the entry of any such judgement or in the
issuance of any such writ of possession thereon.
<Page>

      TENANT UNDERSTANDS THAT THE FOREGOING PROVISIONS OF THIS SECTION 15 PERMIT
      LANDLORD TO ENTER JUDGEMENT AGAINST TENANT WITHOUT PRIOR NOTICE OR
      HEARING. ONCE SUCH A JUDGEMENT HAS BEEN ENTERED AGAINST TENANT, A WRIT OF
      EXECUTION MAY BE ISSUED WITHOUT NOTICE OR A HEARING, AND PURSUANT TO SUCH
      WRIT OF EXECUTION, LANDLORD MAY CAUSE THE SHERIFF OF THE COUNTY IN WHICH
      ANY PROPERTY OF TENANT IS LOCATED TO SEIZE TENANT'S PROPERTY BY LEVY. IF
      THE JUDGEMENT AGAINST TENANT REMAINS UNPAID AFTER SUCH LEVY, LANDLORD CAN
      CAUSE SUCH PROPERTY TO BE SOLD BY THE SHERIFF MAKING THE LEVY, OR, IF SUCH
      PROPERTY CONSISTS OF A DEBT OWED TO TENANT BY ANOTHER ENTITY, LANDLORD
      CAN CAUSE SUCH DEBT TO BE PAID DIRECTLY TO LANDLORD IN AN AMOUNT UP TO BUT
      NOT TO EXCEED THE AMOUNT OF THE JUDGEMENT AGAINST TENANT PLUS THE COSTS OF
      THE EXECUTION. TENANT KNOWINGLY WAIVES ANY RIGHT WHICH TENANT MAY HAVE TO
      NOTICE AND A HEARING PRIOR TO A LEVY UPON TENANT'S PROPERTY OR THEREAFTER.

                                          Intelligent Imaging Inc.


                                          By: [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            Name: Richard [LAST NAME ILLEGIBLE]
                                            Title: VP Operations

      (c) NOTICE AND GRACE PERIOD. Notwithstanding anything hereinabove stated,
except in the case of emergency or except in the event of any default enumerated
in Sections 15(a) (ii), & (iii), above, neither party hereto will exercise any
right or remedy provided for in this Lease or allowed by law because of any
default of the other, unless such party shall have first given thirty (30) days
written notice thereof to the defaulting party and the defaulting party shall
have failed to cure the default within such period; provided, however that if
the default consists of something other than the failure to pay money which
cannot reasonably be cured with thirty (30) days, neither party hereto will
exercise any such right or remedy if the defaulting party begins to cure the
default within thirty (30) days and continues actively and diligently in good
faith to completely cure said default. Notwithstanding anything foregoing to the
contrary, Landlord shall not be required to give such thirty (30) days notice
more than two (2) times during any twelve (12) month period.

      (d) All of the remedies hereinbefore given to the parties hereto and all
rights and remedies given to them by law and equity shall be cumulative and
concurrent. No termination of this Lease or the taking or recovering of the
Leased Space shall deprive Landlord of any of its remedies or action against the
Tenant for rent due at the time or which, under the terms hereof, would in the
future become due as if there has been no termination, or for sums due at the
time or which, under the terms hereof, would in the future become due as if
there has been no termination, nor shall the bringing of any action for rent or
breach of covenant, or the resort to any other remedy herein provided for the
recovery of rent be construed as a waiver of the right to obtain possession of
the Leased Space.

      16. EMINENT DOMAIN. If twenty percent (20%) or more of the Building is
taken or condemned for public use (or if the owner elects to convey title to the
condemnor by a deed in lieu of condemnation), this Lease will end as of the date
title vests in the condemnor and rent will end as of the date title vests in the
condemnor and rent will abate for the Leased Space. Tenant will not claim
condemnation or conveyance except to the extent that an award shall specifically
include an amount in respect of Tenant's moving expense.

      17. SUBORDINATION. Subject to the terms of Article 28 below, this
Agreement of Lease and all if its terms, covenants, and provisions are and each
of them is subject and subordinate to any lease or other arrangement or right to
possession, under which the Landlord is in control of the demised premises to
the rights of the owner or owners of the demised premises and of the land or
buildings of which the demised premises are a part, to all rights of the
Lessor's landlord and to any and all mortgages

<Page>

and other encumbrances now or hereafter placed upon the leased premises or upon
the land and/or the buildings containing the same; and Tenant expressly agrees
that if Landlord's tenancy, control or right to possession shall terminate
either by expiration, forfeiture, or otherwise then this Lease shall thereupon
immediately terminate and the Tenant shall thereupon give immediate possession
and Tenant hereby waives any and all claims for damages or otherwise by reason
of such termination as aforesaid.

      18. MORTGAGE PROTECTION CLAUSE. Tenant agrees to give any Mortgage and/or
Trust Deed Holders, by Registered Mail, a copy of any Notice of Default served
upon the Landlord, provided that prior to such notice Tenant has been notified,
in writing, (by way of Notice of Assignment of Rents and Leases, or otherwise)
of the address of such Mortgages and/or Trust Deed Holders. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then the Mortgagees and/or Trust Deed Holders shall
have an additional thirty (30) days within which to cure such default or if such
default cannot be cured within that time, then such additional time as may be
necessary if within such thirty (30) days, any Mortgagee and/or Trust Deed
Holder has commenced and is diligently pursuing the remedies necessary to cure
such defaults (Including but not limited to commencement of foreclosure
proceedings, if necessary to effect such cure), in which event this Lease shall
not be terminated while such remedies are being so diligently pursued.

      19. EXTENSION OF TERM: WAIVER. This Lease will end at the conclusion of
the term stated in Section 1.

      20. HOLDOVER. Should Tenant continue to occupy the demised premises after
the expiration of the original lease term, or any renewal or extension thereof,
such holding over shall constitute subject to Landlord's election, either a
lease extension of one (1) year at any annual rental rate, which shall be the
greater of the rental rate for the expired lease or the market rental rate for
THE PLYMOUTH WOODS at that time, or a default situation wherein the monthly rent
shall be double the monthly rent listed in this lease agreement. All other
terms, covenants, and conditions of this Lease Agreement shall remain in full
force and effect during the holdover period.

      21. NOTICES. All notices hereunder to be effective must be in writing and
delivered at or sent registered or certified mail to the Landlord at its
principal office, Suite 101, 999 Old Eagle School Road, Wayne, PA 19087 and to
Tenant 521 Plymouth Road, Plymouth Meeting, PA 19462, or at such other address
as either party may hereafter give the other for such purpose. Notices will be
deemed to have been given when received or rejected.

      22. DELAYS IN EXERCISING RIGHTS. No delay or omission by Landlord or
Tenant in exercising any right upon any default by the other will impair any
such right or be construed as a waiver of any such default or an acquiescence in
it. No waiver of any default will affect any later default or impair any rights
of Landlord or Tenant with respect thereto. No single, partial or full exercise
of any right by Landlord or Tenant will preclude other or further exercise
thereof.

      23. PARTIES BOUND, ETC. This Lease will bind and inure to the benefit of
(a) Landlord, its successors and assigns and (b) Tenant, its successors and
assigns as approved by Landlord pursuant to Section 9 (b).

      24. MISCELLANEOUS. "Landlord" means the Landlord named herein irrespective
of the pronoun used with respect to the term, and all persons acting for it.
"Tenant" means all names which appear before the term at the beginning hereof,
irrespective of the pronoun used with respect to the term. This Lease contains
the entire agreement of Landlord and Tenant except for any changes and additions
to rules and regulations pursuant to Section 7 (i), and is subject to change
only by a writing referring to this Lease and executed by Landlord and Tenant.

<Page>

      25. Tenant agrees to take space in an "as is" condition.

      26. Tenant agrees to pay pro rate share of rent for occupancy in January
1998.

      27. If Landlord shall be unable to give possession of the leased space
within 60 days of the date of commencement of the term of this lease, Tenant may
elect to void this agreement by giving Landlord written notice of its decision.

      28. Landlord will use its best efforts to obtain a Subordination
Non-Disturbance and Attornment agreement from its Mortagagee (PNC Bank, N.A.) on
Mortgagee's standard form (attached hereto as Exhibit E) and shall also use its
best efforts to obtain such an agreement from any future mortgagee or
lienholders.

      29. The lease agreement between Landlord and Tenant for 3990 sq. ft. of
office space at 521 Plymouth Road, Plymouth Meeting, PA dated October 1, 1996
shall terminate on the commencement date of this lease agreement.

                                          THE PLYMOUTH WOODS
                                          (Landlord)


ATTEST:                                   BY: /s/ W. Bruce Buck
       -------------------------             -------------------------------
                                             W. Bruce Buck
                                             Owner


ATTEST:                                   BY: [SIGNATURE ILLEGIBLE]
       -------------------------             -------------------------------
                                             Intelligent Imaging Inc.
<Page>

         RULES AND REGULATIONS COVERING USE OF OFFICE UNDER THIS LEASE
                [Constituting a Part of this Lease as Stated in
                                 Section 7 (i)]

1.    The sidewalks, halls, passages, and stairways shall not be obstructed by
      any of the Tenants, or used by them for any other purpose than for ingress
      and egress from and to their respective offices. The halls, passages,
      entrances, stairways are not for the use of the general public, and
      Landlord shall in all cases retain the right to control and prevent access
      thereto of all persons whose presence in the judgement of Landlord, or
      his employees, shall be prejudicial to the safety, character, reputation,
      and interests of the Building and its Tenants.

2.    The floors, windows, doors and transoms that reflect or admit light in
      passage-ways, or into any place in said building shall not be covered or
      obstructed by any of the tenants. The toilet rooms, water-closets, and
      other water apparatus shall not be used for any purpose other than those
      for which they were constructed, and no sweepings, rubbish, rags, ashes,
      chemicals or the refuse from electric batteries, or other injurious
      substances, shall be thrown therein. Any damage resulting from such misuse
      or abuse shall be borne and immediately paid by the Tenant by whom or by
      whose employee it shall have been caused.

3.    Nothing shall be placed by the Tenants, or their employees, on the outside
      of the Building or on the windows, window-sills or projections.

4.    No sign, advertisement, or notice shall be inscribed, painted, or affixed
      on any part of the outside or inside of said building, unless first
      designated by the Landlord and endorsed hereon. Interior signs or glass
      doors will be painted for the Tenants by the Landlord, the cost of the
      painting to be paid by the Landlord and is to be of design and form of
      letter to be first approved by the Landlord.

5.    No additional locks shall be placed upon any doors of the premises and the
      Tenant shall not permit any duplicate keys to be made, but if more than
      two (2) keys for any door or lock shall be desired, the additional number
      must be paid for by the Tenant. Each Tenant must, upon the termination of
      this Lease, leave the windows and doors in the demised premises in like
      condition as of the date of said lease, and must then surrender all keys
      of the offices.

6.    No Tenant shall do or permit anything to be done in said premises, or
      bring or keep anything therein, which will in any way increase the rate of
      fire insurance on said building, or on property kept therein, or obstruct
      or interfere with the rights of other Tenants, or in any other way injure
      or annoy them, or conflict with the laws relating to fires, or with the
      regulations of the Fire Department or with any insurance policy upon said
      leased premises.

7.    In order that the leased premises may be kept in good state of
      preservation and cleanliness, each Tenant shall, during the continuance of
      his lease, permit the Landlord's employees to take charge of and clean the
      said leased premises.

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8.    No Tenant shall employ any person or persons, other than the Landlord's
      employees for the purpose of such cleaning, or taking charge of said
      premises. Tenants will see each day that the windows are closed and the
      doors securely locked before leaving the building.

9.    The Landlord or his agents shall have the right to enter any premises at
      any time to examine the same, or to run telegraph or other electric wires,
      or to make such repairs, additions and alterations as he shall deem
      necessary for the safety, improvements, preservation, and restoration of
      the said building, or for the safety or convenience of the occupants
      thereof.

10.   Tenants, their employees or others shall not make or commit any improper
      noises or disturbances of any kind in the Building, or mark or defile the
      water-closets, or toilet rooms or the walls, windows or doors, or any
      other Tenants or those having business with them. Tenants shall be liable
      for any damage to the Building done by their employees.

11.   No carpet, rug or other article shall be hung or shaken out of any window,
      and nothing shall be thrown or allowed to drop by the tenants, their
      clerks, or employees out of the windows or doors, and no Lessee shall
      sweep or throw, or permit to be swept or thrown from the leased premises,
      any dirt or other substances into any of the corridors or halls, or
      stairways of said Building or upon any adjoining building or roof.

12.   No animals or birds shall be kept in or about the premises or permitted
      therein.

13.   If Tenant desires to introduce signalling, telegraphic, telephonic or
      other wires and instruments, the Landlord will direct the electricians as
      to where and how the same are to be placed, and without such directions no
      placing, boring or cutting will be permitted. Landlord shall in all cases
      retain the right to require the placing and using of such electrical
      protecting devices to prevent the transmission of excessive currents of
      electricity into or through the Building and to require the changing of
      wires and their placing and arrangement as Landlord may deem necessary,
      and further to require compliance on the part of all using or seeking
      access to such wires, with such rules as Landlord may establish relating
      thereto and in the event of non-compliance with the requirements and rules
      Landlord shall have the right to immediately cut and prevent the use of
      such wires. Notice requiring such changing of wires and their replacing
      and re-arrangement given by Landlord to any company or individual
      furnishing service by means of such wires to any Tenant shall be regarded
      as notice to such Tenant, and shall take effect immediately. All wires
      used by Tenants must be clearly tagged at the distributing boards and
      junction boxes and elsewhere in the Building with the number of the office
      to which said wires lead, and the purpose for which said wires
      respectively are used, together with the name of the company operating
      same.

14.   A directory in a conspicuous place in the Building will be provided by
      the Landlord, on which the names of Tenants will be placed by the
      Landlord.

15.   Tenants shall not use nor keep nor permit to be used or kept in the
      Building any articles having an offensive odor, nor any explosives,
      kerosene, gasoline, benzine, camphor, burning fluid or other illuminating
      material.

<Page>

16.   No Tenant and no employees or any Tenant shall go upon the roofs of said
      Building, or any adjoining building, without the written consent of
      Landlord or of the agent of the Landlord.

17.   No furniture, packages or merchandise will be received in the Building,
      except between such hours as shall be designated by the Landlord. The
      Landlord in all cases shall prescribe the method and manner in which any
      merchandise, heavy furniture or safes shall be brought in or taken out of
      the Building, and also the hours at which such moving shall be done. The
      Landlord shall in all cases retain the right to prescribe the weight and
      proper position of such heavy furniture and safes and all damages done to
      the Building by taking in or out of such merchandise, heavy furniture or
      safes or any damage done to Building while said property shall be therein,
      shall be made good and paid for by the Tenant by, through or under whom
      the said damage may have been done.

18.   No article shall be fastened to or holes drilled or nails or screws driven
      into walls or partitions, nor shall the walls or partitions be painted,
      papered or otherwise covered or in any way marked or broken, nor shall any
      attachment be made in the electric-lighting wires of the Building for
      storing of electricity, or for the running of electric fans or motors or
      other purposes nor will machinery of any kind be allowed to be operated
      in the premises, nor shall any Tenant use any other method of heating
      than that provided by Landlord, without the written consent of the
      Landlord. Tenants desiring to put in telephones or call boxes will notify
      the Landlord, who will designate where the same shall be placed. No
      mechanics shall be allowed in or about the Building other than those
      employed by the Building Management without the written consent of the
      Landlord first having been obtained.

19.   Tenants are also requested to give no fees to the employees of the
      Building. Tenants are also requested to give immediate notice to the
      office of any canvassers, newsboys, peddlers, beggars, or unauthorized
      bootblacks plying their trade in the Building with a view to the
      prevention of the same.

20.   Access may be had by the Tenants to the halls, corridors, and stairways in
      the Building and to the offices leased by them at any time or times except
      Sundays and legal holidays and except between the hours of 11:00 p.m. and
      6:00 a.m. During other than the hours herein set forth, access to the
      Building may be refused unless the person seeking admission is known to
      the watchman in charge, or has a pass or is properly identified. The
      Landlord shall in no case be liable in damages for the admission or
      exclusion of any person from said Building. In case of invasion, mob riot,
      public excitement or other commotion, the Landlord reserves the right to
      prevent access to the Building during continuance of the same by closing
      the doors or otherwise for the safety of the Tenants and protection of
      property in said Building.

21.   The Landlord reserves the right to rescind any of these rules and to make
      such other and further rules and regulations as in Landlord's judgment may
      from time to time be needful for the safety, care, maintenance, operation
      and cleanliness of the Building, and for the preservation of good order
      therein, which when so made, and notice thereof given to the Tenants,
      shall have the same force and effect as if originally made a part of the
      foregoing lease.

<Page>

22.   The use of rooms as drinking, eating and sleeping apartments is
      prohibited.

23.   The Landlord reserves the right to use and to rent the roof of said
      Building for advertising purposes.

<Page>

                                    EXHIBIT C

      To Lease dated 12/8, 1997, between The Plymouth Woods (Landlord) and
Intelligent Imaging, Inc. (Tenant).

      Tenant shall pay as additional rent its proportionate share of any
increase in Real Estate Taxes, and/or Operating Expenses incurred by The Woods
during the term of this Lease in the operation of the 521 Building/s of which
the leased premises are a part.

      The amount of additional rent, if any, due hereunder shall be determined
in the following manner:

      A. Real Estate Taxes:

            In the event that in any calendar year Landlord's Real Estate Taxes
(as billed for that year) for the 521 Building/s shall exceed, 1995 Base Year
Cost, Tenant shall pay as additional rent its proportionate share of said
increase.

            Notwithstanding the provisions of this Exhibit C, Article A, if The
Woods receives a decreased Real Estate Tax Assessment as a result of its
currently pending appeal of its Real Estate Tax Assessment, the base year cost
for Real Estate Taxes shall be the product of 1998 millage for Township, County
and School Taxes multiplied by the new assessment.

            Tenant acknowledges that it will receive no part of any refund
realized by Landlord as a result of its pending tax appeal, and chat Tenant will
not be charged for any part of Landlord's cost of pursuing its tax appeal.

            Tenant's obligation to pay increases in Real Estate Taxes as
described herein shall be limited to increases that are based on increased
millage or assessments on the land and buildings as they existed during the base
year. Notwithstanding any provision herein contained to the contrary. Tenant
shall not be responsible for the payment of tax increases based on increased
assessments for improvements which benefit the property, such as but not limited
to installation of paving or widening of streets; installation of sewer or water
lines; general renovation of the premises, etc.

      B. Operating Expenses:

            In the event that in any calendar year Landlord's Operating Expenses
for the 521 Building/s shall exceed 1995 Base Year Cost, Tenant shall pay as
additional rents its proportionate share of said increases.

            The term "Operating Expense" shall mean all expenses, cost and
disbursements of every kind and nature directly and reasonably incurred in
connection with the leased premises except Real Estate Taxes, expenses of
alterations of the premises for the accommodation of a specific tenant, and
expenditures made for capital investment or improvements.

            The following expenses are excluded from Operating Expenses: any
payments (such as salaries or fees) to Landlord's executive personnel; costs for
items that, by standard accounting practice, should be capitalized (such as HVAC
replacement), unless those costs reduce operating expenses and are amortized
over the reasonable life of the capital item in accordance with generally
accepted accounting principles and the yearly amortization does not exceed the
actual cost reduction for the relevant year; depreciation or interest (unless it
is related to any allowable capital item); taxes on Landlord's business (such as
income, excess profits, franchise, capital stock, estate, inheritance); leasing
commissions; costs to correct original construction defects; expenses paid
directly by a tenant for any reason (such as

<Page>

excessive utility use); costs for improving any tenant's space; any repair or
other work necessitated by condemnation, fire, or other casualty; and any costs,
fines, and the like due to Landlord's violation of any governmental rule or
authority.

            Operating Expenses in the base year and in all subsequent years will
be calculated by Landlord's accountant via a non-audited financial statement
made in accordance with generally accepted principles of sound accounting
practice which shall be provided as a support document to the notice of increase
- of costs. In addition, Tenant may audit and challenge at it cost Landlord's
books and records. In the event that Tenant's audit discovers a discrepancy in
Landlord's expense figures in excess of 5%, Landlord will reimburse Tenant for
the reasonable costs of its audit.

      C. General:

            In the event that Tenant shall be required to pay additional rent on
account of an increase in Real Estate Taxes or Operating Expenses during any
fiscal year, Tenant shall pay to Landlord, on the first day of each month during
the succeeding fiscal year, as installments on account of additional rent for
such succeeding fiscal year, 1/12 of the amount of the additional rent which was
payable on account of such increases during the immediately preceding fiscal
year. In the event that the additional rent actually payable by Tenant on
account of increases in Real Estate Taxes and/or Operating Expenses during such
succeeding fiscal year shall be determined to be greater or less than the sum of
the installments theretofore paid by Tenant during such fiscal year, such
difference shall be paid by Tenant, as aforesaid, or be promptly refunded by
Landlord to Tenant, as the case may be.

            Tenant's obligation to pay its proportionate share of any increases
in Real Estate Taxes or Operating Expenses for the fiscal year in which this
Lease terminates shall survive termination of this Lease.

            Tenant's proportionate share of any additional Real Estate Taxes or
Operating Expenses shall be computed as follows: the percentage derived by
dividing the number of square feet of space leased by Tenant ([ILLEGIBLE]) by
the total amount of rentable space (35,000) which the leased premises are a part
(22.98%) percent.

            Notwithstanding the foregoing, Tenant shall pay only that fractional
part of its proportionate share of any applicable increases in the Operating
Expenses, or Real Estate Taxes as provided herein for any period of this Lease
not constituting a full calendar year.

<Page>

                               [GRAPHIC OMITTED]
<Page>


================================================================================

                               THE PLYMOUTH WOODS

                                                                Landlord

                                       TO

                            INTELLIGENT IMAGING INC.

                                                                Tenant

                                     LEASE

                                     Space:

                           A portion of Building 521
================================================================================

521 PLYMOUTH ROAD, PLYMOUTH MEETING, PA 19462

                                     Term:

From April 1, 1999                                To December 31, 2002
     --------------------------------                ---------------------------

================================================================================
<Page>

                                   L E A S E

      THIS IS A LEASE AGREEMENT ("Lease") dated 2/25/99.

      The parties are The Plymouth Woods, 999 Old Eagle School Road, Wayne,
Pennsylvania 19087 ("Landlord") and INTELLIGENT IMAGING INC. ("Tenants").

      The terms of this Lease are:

      1. TERM. Landlord hereby leases to Tenant for use only as a lawful and
respectable office, the floor area ("Leased Space") shown in the attached
Exhibit D in the Building ("Building") erected by Landlord at 521 Plymouth Road,
Plymouth Meeting, PA 19462. The term of the Lease is 3 years and 9 months to
commence on April 1, 1999.

      2. RENT. Total rental for the term of this Lease is Two hundred forty
seven thousand six hundred sixty five and 00/100 dollars ($247,665.00)

The monthly rent is Five thousand five hundred three and 67/100 dollars
($5503.67), pro-rated for any partial calendar month of occupancy, payable in
advance without prior notice or demand and without any set-off or deduction on
the first day of each calendar month at Landlord's principal office or at such
other place as Landlord may direct.

            For purposes of all covenants and terms of this Lease, the Leased
Space consists of 3800 rentable square feet.

      3. SECURITY DEPOSIT.

            (a) As security for the faithful performance by Tenant of all of the
terms and conditions upon Tenant's part to be performed and for the payment of
any damages to which Landlord may be entitled in the event of default by Tenant
hereunder, Tenant has this day deposited with Landlord the sum of Five thousand
five hundred three and 67/100 dollars ($5503.67) the "Security Deposit" which
shall be returned to Tenant without interest thirty (30) days after the date set
for expiration of the term of this Lease (notwithstanding this Lease may be
sooner terminated) or thirty (30) days after the actual expiration or
termination of this Lease, whichever shall be sooner, provided, however, that
Tenant has fully and faithfully carried out all of the terms, covenants and
conditions on its part to be performed. Landlord shall have the right to apply
any or all of the Security Deposit to cure any default of Tenant and if Landlord
does so, Tenant shall upon demand, deposit with Landlord an amount equal to the
amount so applied so that Landlord shall have the Security Deposit on hand at
all times during the term of this Lease. Payment of Security Deposit is due upon
execution of this Lease.

            (b) In the event of a sale or other transfer of Landlord's estate or
interest in the Building the Landlord shall transfer the Security Deposit and
the Landlord shall be considered released by Tenant from all liability for the
return of the Security Deposit and the Tenant shall look solely to the
transferee for the return of the Security Deposit. In the event of any permitted
assignment of Tenant's estate or interest in the Leased Space the Security
Deposit shall be deemed to be held by Landlord as a deposit made by the assignee
and Landlord shall have no further liability in respect to the return of the
Security Deposit to the assignor.

      4. COMPLETION OF IMPROVEMENTS. Intentionally deleted.
<Page>

      5. COVENANTS OF LANDLORD. Landlord will

            (a) Supply for normal office use heat and air conditioning, janitor
and cleaning services, electricity and hot and cold water, all in amounts and at
times consistent with similar services provided in first class office buildings
in the Suburban Philadelphia area, but (i) Landlord will not be liable for
failure to supply such services for any cause beyond its control and (ii) if
Tenant's use of electricity in Landlord's judgement, reasonably exercised,
exceeds a normal office use level (which includes only customary office lighting
levels and operation of desk-type portable office equipment) or if Tenant's use
of water in Landlord's judgement, reasonably exercised, exceeds a normal office
use level Landlord may at Tenant's expense install meters to measure the
electricity or water, as the case may be, consumed on the Leased Premises and
bill Tenant for any cost thereof above normal office use levels; and

            (b) supply and maintain window draperies selected by Landlord for
all outside windows;

            (c) supply and maintain parking facilities for approximately 160
cars adjacent to the buildings for the use of all tenants, their guests and
invitees;

            (d) provide heating and/or cooling services (lighting, HVAC and
similar systems) from 8:00 A.M. to 6:00 P.M. Monday through Friday. At tenant's
request, Landlord will provide up to 10 additional hours of heating and/or
cooling services for no charge. The charge for heating and/or cooling services
beyond the additional 10 hours per week be $3.65 per hour.

            (e) warrants that the leased space will comply with all applicable
laws and regulations.

      6. ADDITIONAL RENT. Tenant will pay as additional rent at the times herein
stated in this Lease (if no times are stated, then on the first day of the month
after the Landlord notifies Tenant of the amount of such additional rent):

            (a) Increases in the monthly rental that result from application of
the rent adjustment provisions set forth in Exhibit C.

            (b) All amounts that may become due from Tenant as a result of
Tenant's use, as reasonably determined by Landlord, of more than a reasonable
amount of the items referred to in Section 5 (a); and

            (c) All amounts that may become due from Tenant pursuant to any
provision of this Lease, whether as a result of Tenant's failure to perform any
covenant on its part contained in this Lease or otherwise.

      7. COVENANTS OF TENANT. Tenant will

            (a) pay to Landlord all amounts due as rent and additional rent;

            (b) keep the Leased Space in good order and repair, reasonable wear
and tear excepted;

            (c) surrender the Leased Space at the end of the term of this Lease
in the same condition in which Tenant has agreed to keep it during the term
hereof;

            (d) be responsible for the maintenance of all plumbing and other
fixtures, equipment and systems in the Leased Space, whether installed by
Landlord or by Tenant, except for Building lavatories, heating and air
conditioning equipment installed by Landlord in meeting Landlord's obligations
as specified in Article 5, (a), herein, which will be maintained by Landlord;

<Page>

            (e) be responsible (except to the extent provided in section 11) for
repairs and replacements to the Leased Space and the Building made necessary by
reason of damage thereto caused by Tenant or its agents, servants, invitees or
employees;

            (f) comply with all laws and enactments and regulations of any
governmental authority relating or applicable to Tenant's occupancy of the
Leased Space, and hold Landlord harmless from all consequences for failure to do
so;

            (g) promptly notify Landlord of any damage to or defects in the
Leased Space, and of any injuries to persons or property that occur therein;

            (h) pay for any alterations, improvements or additions to the Leased
Space, other than those referred to in Section 4, made by or for Tenant, and not
allow any lien to attach to the Building of Tenant's estate in the Leased Space;

            (i) comply with the rules and regulations hereinafter contained and
with all reasonable changes in and additions to them notice of which is given by
Landlord to Tenant (such rules and regulations are and all such changes and
additions will be part of this Lease);

            (j) Intentionally deleted

            (k) certify, without charge, at any time and from time to time
hereafter, within twenty (20) days after receipt of written request by Landlord,
by a written instrument duly executed and acknowledged, as to the validity and
force and effect of this Lease, as to the existence of any default on the part
of either Landlord or Tenant as to the existence of any offsets, counterclaims
or defenses thereto on the part of Tenant, and as to any other matters that may
reasonably be requested by Landlord.

      8. NEGATIVE COVENANTS OF TENANT. Tenant will not

            (a) damage the Leased Space of any other part of the Building, or
use any part of the Building not designated for use by Tenant except as such
right is given in writing;

            (b) bring into or permit to be kept in the Leased Space any
dangerous, explosive or obnoxious substances;

            (c) have property of substantial size or quantity delivered to or
removed from the Leased Space without first making arrangements satisfactory to
Landlord;

            (d) bring into the Leased Space or use any furniture or equipment
that might be harmful to others in the Building;

            (e) conduct itself or permit its agents, servants, employees or
invitees to conduct themselves in a manner that in Landlord's judgement
reasonably exercised is improper or unsafe;

            (f) Intentionally deleted

            (g) Intentionally deleted

            (h) vacate or abandon the Leased Space, or permit the Leased Space
to be empty or unoccupied.

      9. TENANT'S ACTIONS REQUIRING LANDLORD'S CONSENT. Without the prior
written consent of Landlord which will not be unreasonably withheld, Tenant will
not

            (a) make any use of the Leased Space other than that described in
Section 1;

            (b) voluntarily or involuntarily assign, mortgage or pledge this
Lease or the estate created by this Lease or subject or otherwise permit use or
occupancy by anyone other than Tenant of all or any part of the Leased Space;
<Page>

            (c) alter, improve or add to the Leased Space (all alterations,
improvements, additions and fixtures will belong to Landlord and remain in the
Leased Space at the end of the Lease except that if Landlord asks that any of
them be removed. Tenant, prior to termination of this Lease, will do so and will
restore or repair any damage to the Leased Space caused by such installation or
removal, all at Tenant's expense);

            (d) Intentionally deleted

            (e) Intentionally deleted

      10. ADDITIONAL RIGHTS OF LANDLORD. Landlord may at reasonable times
inspect the Leased Space, show it to prospective tenants during the last year of
the original or any extended term, and alter, improve, repair or add to it to
the extent that Landlord reasonably determines to be necessary for the
protection and maintenance of the Leased Space or other parts of the building.

      11. LOSS, DAMAGE OR INJURY. Landlord and Tenant will be responsible for
and hereby relieve each other from and indemnify each other against all
liability by reason of any injury, damage or loss to any person or property that
occurs in the Leased Space or in any other part of the Building, except for
injury, damage or loss which results from the negligence of the other or Tenant
their agents or employees. Landlord and Tenant further release each other from
all liability for damage to or loss of any property of Landlord or Tenant or any
third party that may result from the leakage of water into the Leased Space, or
from any other cause unless resulting solely from the negligence of Landlord and
or Tenant, their agents or employees. Landlord and Tenant will maintain in
force, and upon request will produce evidence of general public liability
insurance with limits that reasonably constitute adequate protection in light of
Landlord and Tenant's particular circumstances and then existing practices with
respect to such insurance carried by landlords, and tenants occupying office
space in similar buildings in the Suburban Philadelphia area.

            Notwithstanding any other provision herein, Landlord and Tenant
hereby release each other, to the extent of the other's collected insurance
coverage, from liability of loss or damage to the property of the party granting
such release, even if the loss or damage occurred through the negligence of such
other party or its agents, servants, invitees or employees, provided that this
release shall be effective only with respect to loss or damage occurring during
such time as the relevant insurance policy of the party granting such release
contains a clause to the effect that this release does not affect such policy
or the right of the insured to recover thereunder. Each party will use its best
efforts to cause its policies of insurance to contain such a clause, but if an
additional premium is charged for such waiver, the party benefiting therefrom,
if it desires to have the waiver, will pay to the other the amount of such
additional premium promptly upon being billed therefor.

      12. RESTORATION OF DAMAGE. If the Leased Space is damaged by fire or other
casualty:

            (a) Landlord will restore the Leased Space (but not Tenant's
property located therein) with reasonable promptness at Landlord's expense,
except that Tenant may be liable for restoration costs under Section 7 (e)
unless

            (b) the damage to the Building is so extensive that Landlord
determines not to restore it, in which event Landlord will so notify Tenant
within sixty (60) days after the occurrence of such casualty and upon such
notice this Lease will terminate.

Landlord will not be liable to Tenant for any interruption in use of the Leased
Space that results from damage to any part of the Building, but rent will be
proportionately suspended during any period of time when any part (or all) of
the Leased Space is untenantable.

<Page>

      13. CONDITIONS OF LEASED SPACE. Landlord leases the Leased Space in its
condition when the term of this Lease begins and without any representation with
respect to it or any duty to repair or alter it.

      14. LATE RENT CHARGE. Tenant acknowledges that the failure of Tenant to
make any payment within ten (10) days after receipt of written notice that such
payment is due and payable will cause Landlord to incur additional trouble and
expense which is not readily susceptible to exact determination in each
particular instance. Accordingly, it is agreed that Landlord may add a late
charge of five percent (5%) to any sums which are more than ten (10) days in
arrears, and Tenant agrees that such late charges are reasonable to compensate
Landlord for the additional trouble and expense incurred by Landlord as a result
of delinquent payments, and do not constitute a penalty for late payment.
Landlord's right to add a late charge to delinquent payments does not obligate
Landlord to accept any overdue payment, nor does it limit Landlord's rights and
remedies as a result of a default by Tenant as defined in this Lease or as
provided by applicable law.

      15. DEFAULT BY TENANT. (a) The occurrence of any of the following will
constitute an event of default by Tenant:

            (i) Tenant's failure to pay within ten (10) days of receipt of
written notice any money due hereunder;

            (ii) Tenant's failure to perform any of Tenant's other obligations
hereunder within thirty (30) days after receipt of written notice of any such
failure has been given by Landlord;

            (iii) Tenant becomes insolvent, makes an assignment for the benefit
of creditors, files or has filed against it a petition in bankruptcy, bill in
equity, or other proceeding for the appointment of a receiver of trustee for its
property, or if proceeding for reorganization or composition with creditors
under any law is instituted by or against Tenant; or

            (iv) Intentionally deleted

      (b) In the event of a default by Tenant, but subject to the provisions of
Section 15(c) below, Landlord will have the right to avail itself of any and all
of the following remedies:

            (i) declare due and payable and sue to recover all unpaid rent and
additional rent and all rent for the unexpired term of this Lease, which
Landlord may accelerate, and all costs and commissions provided or permitted by
law;

            (ii) declare this lease ended;

            (iii) cause any attorney of any court of record of the Commonwealth
of Pennsylvania to appear for Tenant and to confess judgement against Tenant and
in favor of Landlord for all sums due hereunder, plus interest, costs, and an
attorney's collection commission equal to ten percent (10%) of all such sums
(but in no event less than $1,000.00), for which this Lease or a true and
correct copy hereof shall be good and sufficient warrant in accordance with Pa
Rules of Civil Procedures 2950-2973.3. After entry of any such judgement by
confession, one or more writs of execution may be issued thereon without further
notice to Tenant and without a hearing. Tenant waives any procedural errors in
connection with the entry of any such judgement or in the issuance of any one or
more writs of execution thereon;

            (iv) cause any attorney of any court of record of the Commonwealth
of Pennsylvania to appear for Tenant and for anyone claiming by, through, or
under Tenant and to confess judgement against all such parties in favor of
Landlord in ejectment and for the recovery of possession of the Leased Space,
for which this Lease or a true and correct copy hereof shall be good and
sufficient warrant. After the entry of any such judgement, a writ of possession
may be issued thereon without further notice to Tenant and without a hearing.
Tenant waives any procedural errors in the entry of any such judgement or in the
issuance of any such writ of possession thereon.

<Page>

      TENANT UNDERSTANDS THAT THE FOREGOING PROVISIONS OF THIS SECTION 15 PERMIT
      LANDLORD TO ENTER JUDGEMENT AGAINST TENANT WITHOUT PRIOR NOTICE OR
      HEARING. ONCE SUCH A JUDGEMENT HAS BEEN ENTERED AGAINST TENANT, A WRIT OF
      EXECUTION MAY BE ISSUED WITHOUT NOTICE OR A HEARING, AND PURSUANT TO SUCH
      WRIT OF EXECUTION, LANDLORD MAY CAUSE THE SHERIFF OF THE COUNTY IN WHICH
      ANY PROPERTY OF TENANT IS LOCATED TO SEIZE TENANT'S PROPERTY BY LEVY. IF
      THE JUDGEMENT AGAINST TENANT REMAINS UNPAID AFTER SUCH LEVY, LANDLORD CAN
      CAUSE SUCH PROPERTY TO BE SOLD BY THE SHERIFF MAKING THE LEVY, OR, IF SUCH
      PROPERTY CONSISTS OF A DEBT OWED TO TENANT BY ANOTHER ENTITY, LANDLORD
      CAN CAUSE SUCH DEBT TO BE PAID DIRECTLY TO LANDLORD IN AN AMOUNT UP TO BUT
      NOT TO EXCEED THE AMOUNT OF THE JUDGEMENT AGAINST TENANT PLUS THE COSTS OF
      THE EXECUTION. TENANT KNOWINGLY WAIVES ANY RIGHT WHICH TENANT MAY HAVE TO
      NOTICE AND A HEARING PRIOR TO A LEVY UPON TENANT'S PROPERTY OR THEREAFTER.

                                          Intelligent Imaging Inc.


                                          By: [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            Name: Richard [LAST NAME ILLEGIBLE]
                                            Title: VP Operations

      (c) NOTICE AND GRACE PERIOD. Notwithstanding anything hereinabove stated,
except in the case of emergency or except in the event of any default enumerated
in Sections 15(a) (ii), & (iii), above, neither party hereto will exercise any
right or remedy provided for in this Lease or allowed by law because of any
default of the other, unless such party shall have first given thirty (30) days
written notice thereof to the defaulting party and the defaulting party shall
have failed to cure the default within such period; provided, however that if
the default consists of something other than the failure to pay money which
cannot reasonably be cured with thirty (30) days, neither party hereto will
exercise any such right or remedy if the defaulting party begins to cure the
default within thirty (30) days and continues actively and diligently in good
faith to completely cure said default. Notwithstanding anything foregoing to the
contrary, Landlord shall not be required to give such thirty (30) days notice
more than two (2) times during any twelve (12) month period.

      (d) All of the remedies hereinbefore given to the parties hereto and all
rights and remedies given to them by law and equity shall be cumulative and
concurrent. No termination of this Lease or the taking or recovering of the
Leased Space shall deprive Landlord of any of its remedies or action against the
Tenant for rent due at the time or which, under the terms hereof, would in the
future become due as if there has been no termination, or for sums due at the
time or which, under the terms hereof, would in the future become due as if
there has been no termination, nor shall the bringing of any action for rent or
breach of covenant, or the resort to any other remedy herein provided for the
recovery of rent be construed as a waiver of the right to obtain possession of
the Leased Space.

      16. EMINENT DOMAIN. If twenty percent (20%) or more of the Building is
taken or condemned for public use (or if the owner elects to convey title to the
condemnor by a deed in lieu of condemnation), this Lease will end as of the date
title vests in the condemnor and rent will end as of the date title vests in the
condemnor and rent will abate for the Leased Space. Tenant will not claim
condemnation or conveyance except to the extent that an award shall specifically
include an amount in respect of Tenant's moving expense.

      17. SUBORDINATION. Subject to the terms of Article 28 below, this
Agreement of Lease and all if its terms, covenants, and provisions are and each
of them is subject and subordinate to any lease or other arrangement or right to
possession, under which the Landlord is in control of the demised premises to
the rights of the owner or owners of the demised premises and of the land or
buildings of which the demised premises are a part, to all rights of the
Lessor's landlord and to any and all mortgages

<Page>

and other encumbrances now or hereafter placed upon the leased premises or upon
the land and/or the buildings containing the same; and Tenant expressly agrees
that if Landlord's tenancy, control or right to possession shall terminate
either by expiration, forfeiture, or otherwise then this Lease shall thereupon
immediately terminate and the Tenant shall thereupon give immediate possession
and Tenant hereby waives any and all claims for damages or otherwise by reason
of such termination as aforesaid.

      18. MORTGAGE PROTECTION CLAUSE. Tenant agrees to give any Mortgage and/or
Trust Deed Holders, by Registered Mail, a copy of any Notice of Default served
upon the Landlord, provided that prior to such notice Tenant has been notified,
in writing, (by way of Notice of Assignment of Rents and Leases, or otherwise)
of the address of such Mortgages and/or Trust Deed Holders. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then the Mortgagees and/or Trust Deed Holders shall
have an additional thirty (30) days within which to cure such default or if such
default cannot be cured within that time, then such additional time as may be
necessary if within such thirty (30) days, any Mortgagee and/or Trust Deed
Holder has commenced and is diligently pursuing the remedies necessary to cure
such defaults (including but not limited to commencement of foreclosure
proceedings, if necessary to effect such cure), in which event this Lease shall
not be terminated while such remedies are being so diligently pursued.

      19. EXTENSION OF TERM: WAIVER. This Lease will end at the conclusion of
the term stated in Section 1.

      20. HOLDOVER. Should Tenant continue to occupy the demised premises after
the expiration of the original lease term, or any renewal or extension thereof,
such holding over shall constitute subject to Landlord's election, either a
lease extension of one (1) year at any annual rental rate, which shall be the
greater of the rental rate for the expired lease or the market rental rate for
THE PLYMOUTH WOODS at that time, or a default situation wherein the monthly rent
shall be double the monthly rent listed in this lease agreement. All other
terms, covenants, and conditions of this Lease Agreement shall remain in full
force and effect during the holdover period.

      21. NOTICES. All notices hereunder to be effective must be in writing and
delivered at or sent registered or certified mail to the Landlord at its
principal office, Suite 101, 999 Old Eagle School Road, Wayne, PA 19087 and to
Tenant 521 Plymouth Road, Plymouth Meeting, PA 19462, or at such other address
as either party may hereafter give the other for such purpose. Notices will be
deemed to have been given when received or rejected.

      22. DELAYS IN EXERCISING RIGHTS. No delay or omission by Landlord or
Tenant in exercising any right upon any default by the other will impair any
such right or be construed as a waiver of any such default or an acquiescence in
it. No waiver of any default will affect any later default or impair any rights
of Landlord or Tenant with respect thereto. No single, partial or full exercise
of any right by Landlord or Tenant will preclude other or further exercise
thereof.

      23. PARTIES BOUND, ETC. This Lease will bind and inure to the benefit of
(a) Landlord, its successors and assigns and (b) Tenant, its successors and
assigns as approved by Landlord pursuant to Section 9 (b).

      24. MISCELLANEOUS. "Landlord" means the Landlord named herein irrespective
of the pronoun used with respect to the term, and all persons acting for it.
"Tenant" means all names which appear before the term at the beginning hereof,
irrespective of the pronoun used with respect to the term. This Lease contains
the entire agreement of Landlord and Tenant except for any changes and additions
to rules and regulations pursuant to Section 7 (i), and is subject to change
only by a writing referring to this Lease and executed by Landlord and Tenant.

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      25. Tenant agrees to take space in an "as is" condition.

      26. If Landlord shall be unable to give possession of the leased space
within 60 days of the date of commencement of the term of this lease, Tenant may
elect to void this agreement by giving Landlord written notice of its decision.

      27. Landlord will use its best efforts to obtain a Subordination
Non-Disturbance and Attornment agreement from its Mortagagee (PNC Bank, N.A.) on
Mortgagee's standard form (attached hereto as Exhibit E) and shall also use its
best efforts to obtain such an agreement from any future mortgagee or
lienholders.

      28. Tenant agrees to pay pro rata share of rent for occupancy prior to
April 1, 1999.

                                          THE PLYMOUTH WOODS
                                          (Landlord)


ATTEST:                                   BY: /s/ W. Bruce Buck
       -------------------------             -------------------------------
                                             W. Bruce Buck
                                             Owner


ATTEST:                                   BY: [SIGNATURE ILLEGIBLE]
       -------------------------             -------------------------------
                                             Intelligent Imaging Inc.
<Page>


         RULES AND REGULATIONS COVERING USE OF OFFICE UNDER THIS LEASE
                [Constituting a Part of this Lease as Stated in
                                 Section 7 (i)]

1.    The sidewalks, halls, passages, and stairways shall not be obstructed by
      any of the Tenants, or used by them for any other purpose than for ingress
      and egress from and to their respective offices. The halls, passages,
      entrances, stairways are not for the use of the general public, and
      Landlord shall in all cases retain the right to control and prevent access
      thereto of all persons whose presence in the judgement of Landlord, or
      his employees, shall be prejudicial to the safety, character, reputation,
      and interests of the Building and its Tenants.

2.    The floors, windows, doors and transoms that reflect or admit light in
      passage-ways, or into any place in said building shall not be covered or
      obstructed by any of the tenants. The toilet rooms, water-closets, and
      other water apparatus shall not be used for any purpose other than those
      for which they were constructed, and no sweepings, rubbish, rags, ashes,
      chemicals or the refuse from electric batteries, or other injurious
      substances, shall be thrown therein. Any damage resulting from such misuse
      or abuse shall be borne and immediately paid by the Tenant by whom or by
      whose employee it shall have been caused.

3.    Nothing shall be placed by the Tenants, or their employees, on the outside
      of the Building or on the windows, window-sills or projections.

4.    No sign, advertisement, or notice shall be inscribed, painted, or affixed
      on any part of the outside or inside of said building, unless first
      designated by the Landlord and endorsed hereon. Interior signs or glass
      doors will be painted for the Tenants by the Landlord, the cost of the
      painting to be paid by the Landlord and is to be of design and form of
      letter to be first approved by the Landlord.

5.    No additional locks shall be placed upon any doors of the premises and the
      Tenant shall not permit any duplicate keys to be made, but if more than
      two (2) keys for any door or lock shall be desired, the additional number
      must be paid for by the Tenant. Each Tenant must, upon the termination of
      this Lease, leave the windows and doors in the demised premises in like
      condition as of the date of said lease, and must then surrender all keys
      of the offices.

6.    No Tenant shall do or permit anything to be done in said premises, or
      bring or keep anything therein, which will in any way increase the rate of
      fire insurance on said building, or on property kept therein, or obstruct
      or interfere with the rights of other Tenants, or in any other way injure
      or annoy them, or conflict with the laws relating to fires, or with the
      regulations of the Fire Department or with any insurance policy upon said
      leased premises.

7.    In order that the leased premises may be kept in good state of
      preservation and cleanliness, each Tenant shall, during the continuance of
      his lease, permit the Landlord's employees to take charge of and clean the
      said leased premises.

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8.    No Tenant shall employ any person or persons, other than the Landlord's
      employees for the purpose of such cleaning, or taking charge of said
      premises. Tenants will see each day that the windows are closed and the
      doors securely locked before leaving the building.

9.    The Landlord or his agents shall have the right to enter any premises at
      any time to examine the same, or to run telegraph or other electric wires,
      or to make such repairs, additions and alterations as he shall deem
      necessary for the safety, improvements, preservation, and restoration of
      the said building, or for the safety or convenience of the occupants
      thereof.

10.   Tenants, their employees or others shall not make or commit any improper
      noises or disturbances of any kind in the Building, or mark or defile the
      water-closets, or toilet rooms or the walls, windows or doors, or any
      other Tenants or those having business with them. Tenants shall be liable
      for any damage to the Building done by their employees.

11.   No carpet, rug or other article shall be hung or shaken out of any window,
      and nothing shall be thrown or allowed to drop by the tenants, their
      clerks, or employees out of the windows or doors, and no Lessee shall
      sweep or throw, or permit to be swept or thrown from the leased premises,
      any dirt or other substances into any of the corridors or halls, or
      stairways of said Building or upon any adjoining building or roof.

12.   No animals or birds shall be kept in or about the premises or permitted
      therein.

13.   If Tenant desires to introduce signalling, telegraphic, telephonic or
      other wires and instruments, the Landlord will direct the electricians as
      to where and how the same are to be placed, and without such directions no
      placing, boring or cutting will be permitted. Landlord shall in all cases
      retain the right to require the placing and using of such electrical
      protecting devices to prevent the transmission of excessive currents of
      electricity into or through the Building and to require the changing of
      wires and their placing and arrangement as Landlord may deem necessary,
      and further to require compliance on the part of all using or seeking
      access to such wires, with such rules as Landlord may establish relating
      thereto and in the event of non-compliance with the requirements and rules
      Landlord shall have the right to immediately cut and prevent the use of
      such wires. Notice requiring such changing of wires and their replacing
      and re-arrangement given by Landlord to any company or individual
      furnishing service by means of such wires to any Tenant shall be regarded
      as notice to such Tenant, and shall take effect immediately. All wires
      used by Tenants must be clearly tagged at the distributing boards and
      junction boxes and elsewhere in the Building with the number of the office
      to which said wires lead, and the purpose for which said wires
      respectively are used, together with the name of the company operating
      same.

14.   A directory in a conspicuous place in the Building will be provided by
      the Landlord, on which the names of Tenants will be placed by the
      Landlord.

15.   Tenants shall not use nor keep nor permit to be used or kept in the
      Building any articles having an offensive odor, nor any explosives,
      kerosene, gasoline, benzine, camphor, burning fluid or other illuminating
      material.

<Page>

16.   No Tenant and no employees or any Tenant shall go upon the roofs of said
      Building, or any adjoining building, without the written consent of
      Landlord or of the agent of the Landlord.

17.   No furniture, packages or merchandise will be received in the Building,
      except between such hours as shall be designated by the Landlord. The
      Landlord in all cases shall prescribe the method and manner in which any
      merchandise, heavy furniture or safes shall be brought in or taken out of
      the Building, and also the hours at which such moving shall be done. The
      Landlord shall in all cases retain the right to prescribe the weight and
      proper position of such heavy furniture and safes and all damages done to
      the Building by taking in or out of such merchandise, heavy furniture or
      safes or any damage done to Building while said property shall be therein,
      shall be made good and paid for by the Tenant by, through or under whom
      the said damage may have been done.

18.   No article shall be fastened to or holes drilled or nails or screws driven
      into walls or partitions, nor shall the walls or partitions be painted,
      papered or otherwise covered or in any way marked or broken, nor shall any
      attachment be made in the electric-lighting wires of the Building for
      storing of electricity, or for the running of electric fans or moters or
      other purposes nor will machinery of any kind be allowed to be operated
      in the premises, nor shall any Tenant use any other method of heating
      than that provided by Landlord, without the written consent of the
      Landlord. Tenants desiring to put in telephones or call boxes will notify
      the Landlord, who will designate where the same shall be placed. No
      mechanics shall be allowed in or about the Building other than those
      employed by the Building Management without the written consent of the
      Landlord first having been obtained.

19.   Tenants are also requested to give no fees to the employees of the
      Building. Tenants are also requested to give immediate notice to the
      office of any canvassers, newsboys, peddlers, beggars, or unauthorized
      bootblacks plying their trade in the Building with a view to the
      prevention of the same.

20.   Access may be had by the Tenants to the halls, corridors, and stairways in
      the Building and to the offices leased by them at any time or times except
      Sundays and legal holidays and except between the hours of 11:00 p.m. and
      6:00 a.m. During other than the hours herein set forth, access to the
      Building may be refused unless the person seeking admission is known to
      the watchman in charge, or has a pass or is properly identified. The
      Landlord shall in no case be liable in damages for the admission or
      exclusion of any person from said Building. In case of invasion, mob riot,
      public excitement or other commotion, the Landlord reserves the right to
      prevent access to the Building during continuance of the same by closing
      the doors or otherwise for the safety of the Tenants and protection of
      property in said Building.

21.   The Landlord reserves the right to rescind any of these rules and to make
      such other and further rules and regulations as in Landlord's judgment may
      from time to time be needful for the safety, care, maintenance, operation
      and cleanliness of the Building, and for the preservation of good order
      therein, which when so made, and notice thereof given to the Tenants,
      shall have the same force and effect as if originally made a part of the
      foregoing lease.

<Page>

22.   The use of rooms as drinking, eating and sleeping apartments is
      prohibited.

23.   The Landlord reserves the right to use and to rent the roof of said
      Building for advertising purposes.

<Page>

                                    EXHIBIT C

      To Lease dated 2/25/99, 199_, between The Plymouth Woods (Landlord) and
Intelligent Imaging, Inc. (Tenant).

      Tenant shall pay as additional rent its proportionate share of any
increase in Real Estate Taxes, and/or Operating Expenses incurred by The Woods
during the term of this Lease in the operation of the 521 Building/s of which
the leased premises are a part.

      The amount of additional rent, if any, due hereunder shall be determined
in the following manner:

      A. Real Estate Taxes:

            In the event that in any calendar year Landlord's Real Estate Taxes
(as billed for that year) for the 521 Building/s shall exceed, 1995 Base Year
Cost, Tenant shall pay as additional rent its proportionate share of said
increase.

            Tenant's obligation to pay increases in Real Estate Taxes as
described herein shall be limited to increases that are based on increased
millage or assessments on the land and buildings as they existed during the base
year. Notwithstanding any provision herein contained to the contrary. Tenant
shall not be responsible for the payment of tax increases based on increased
assessments for improvements which benefit the property, such as but not limited
to installation of paving or widening of streets; installation of sewer or water
lines; general renovation of the premises, etc.

      B. Operating Expenses:

            In the event that in any calendar year Landlord's Operating Expenses
for the 521 Building/s shall exceed 1995 Base Year Cost, Tenant shall pay as
additional rents its proportionate share of said increases.

            The term "Operating Expense" shall mean all expenses, cost and
disbursements of every kind and nature directly and reasonably incurred in
connection with the leased premises except Real Estate Taxes, expenses of
alterations of the premises for the accommodation of a specific tenant, and
expenditures made for capital investment or improvements.

            The following expenses are excluded from Operating Expenses: any
payments (such as salaries or fees) to Landlord's executive personnel; costs for
items that, by standard accounting practice, should be capitalized (such as HVAC
replacement), unless those costs reduce operating expenses and are amortized
over the reasonable life of the capital item in accordance with generally
accepted accounting principles and the yearly amortization does not exceed the
actual cost reduction for the relevant year; depreciation or interest (unless it
is related to any allowable capital item); taxes on Landlord's business (such as
income, excess profits, franchise, capital stock, estate, inheritance); leasing
commissions; costs to correct original construction defects; expenses paid
directly by a tenant for any reason (such as excessive utility use); costs for
improving any tenant's space; any repair or other work necessitated by
condemnation, fire, or other casualty; and any costs, fines, and the like due to
Landlord's violation of any governmental rule or authority.

            Operating Expenses in the base year and in all subsequent years will
be calculated by Landlord's accountant via a non-audited financial statement
made in accordance with generally accepted principles of sound accounting
practice which shall be provided as a support document to the notice of increase
- of costs. In addition, Tenant may audit and challenge at it cost Landlord's
books and records. In the event that Tenant's audit discovers a discrepancy in
Landlord's expense figures in excess of 5%, Landlord will reimburse Tenant for
the reasonable costs of its audit.
<Page>

      C. General:

            In the event that Tenant shall be required to pay additional rent on
account of an increase in Real Estate Taxes or Operating Expenses during any
fiscal year, Tenant shall pay to Landlord, on the first day of each month during
the succeeding fiscal year, as installments on account of additional rent for
such succeeding fiscal year, 1/12 of the amount of the additional rent which was
payable on account of such increases during the immediately preceding fiscal
year. In the event that the additional rent actually payable by Tenant on
account of increases in Real Estate Taxes and/or Operating Expenses during such
succeeding fiscal year shall be determined to be greater or less than the sum of
the installments theretofore paid by Tenant during such fiscal year, such
difference shall be paid by Tenant, as aforesaid, or be promptly refunded by
Landlord to Tenant, as the case may be.

            Tenant's obligation to pay its proportionate share of any increases
in Real Estate Taxes or Operating Expenses for the fiscal year in which this
Lease terminates shall survive termination of this Lease.

            Tenant's proportionate share of any additional Real Estate Taxes or
Operating Expenses shall be computed as follows: the percentage derived by
dividing the number of square feet of space leased by Tenant (3800) by
the total amount of rentable space (35,000) which the leased premises are a part
(10.86%) percent.

            Notwithstanding the foregoing, Tenant shall pay only that fractional
part of its proportionate share of any applicable increases in the Operating
Expenses, or Real Estate Taxes as provided herein for any period of this Lease
not constituting a full calendar year.