AGREEMENT

      OF

      LEASE

      


      
        	
                Landlord:

              	 
      	
                3190
      TREMONT LLC

              
	
                Tenant:

              	 
      	
                WORLDGATE
      SERVICE, INC.

              
	
                Premises:

              	 
      	
                3190
      Tremont Avenue, Trevose, Bensalem Township,  Bucks County,
      Pennsylvania  Approximately 17,000 Square
Feet

              
	
                Term:

              	 
      	
                Month
      to Month

              
	
                Commencement
      Date:

              	 
      	
                April
      1, 2008

              


      

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      AGREEMENT
OF LEASE

      BETWEEN

      3190
TREMONT LLC AND WORLDGATE SERVICE, INC.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              Table
      of Contents

                                                            	 
      
	
                                                              ARTICLE
      I        DEMISE OF
    PREMISES

                                                            	
                                                              7

                                                            
	
                                                              1.1  Premises

                                                            	
                                                              7

                                                            
	
                                                              ARTICLE
      II          PERMITTED USE,
      APPROVALS; CONDITIONS / COMPLIANCE; ACCESS

                                                            	
                                                              7

                                                            
	
                                                              2.1
      Use

                                                            	
                                                              7

                                                            
	
                                                              2.2
      Approvals

                                                            	
                                                              7

                                                            
	
                                                              2.3
      Rules and Regulations

                                                            	
                                                              7

                                                            
	
                                                              2.4
      Initial Condition and Compliance

                                                            	
                                                              8

                                                            
	
                                                              ARTICLE
      III     LEASE TERM

                                                            	
                                                              8

                                                            
	
                                                              3.1
      Initial Term

                                                            	
                                                              8

                                                            
	
                                                              3.2
      Acceptance

                                                            	
                                                              8

                                                            
	
                                                              3.3
      Early Access

                                                            	
                                                              8

                                                            
	
                                                              3.5
      Options to Extend

                                                            	
                                                              8

                                                            
	
                                                              3.6
      Reversion to Landlord

                                                            	
                                                              8

                                                            
	
                                                              3.7
      Limited Right to Terminate

                                                            	
                                                              8

                                                            
	
                                                              ARTICLE
      IV     RENT & ADDITIONAL RENT

                                                            	
                                                              9

                                                            
	
                                                              4.1
      Base Rent

                                                            	
                                                              9

                                                            
	
                                                              4.2
      Additional Rent

                                                            	
                                                              9

                                                            
	
                                                              4.3
      Estimates and Reconciliations

                                                            	
                                                              9

                                                            
	
                                                              4.4
      Security Deposit

                                                            	
                                                              9

                                                            
	
                                                              ARTICLE
      V       REAL ESTATE
    TAXES

                                                            	
                                                              9

                                                            
	
                                                              5.1
      Real Estate Taxes.

                                                            	
                                                              9

                                                            
	
                                                              ARTICLE
      VI     COMMON AREAS & EXCLUSIVE USE
      AREAS

                                                            	
                                                              10

                                                            
	
                                                              6.1
      Definition

                                                            	
                                                              10

                                                            
	
                                                              6.2
      Use of Common Areas and Changes to Common Areas / Exclusive Use
      Areas

                                                            	
                                                              10

                                                            
	
                                                              6.3
      Parking

                                                            	
                                                              10

                                                            
	
                                                              6.4
      Operation and Maintenance

                                                            	
                                                              10

                                                            
	
                                                              ARTICLE
      VII    UTILITIES

                                                            	
                                                              10

                                                            
	
                                                              7.1
      Utilities

                                                            	
                                                              10

                                                            
	
                                                              ARTICLE
      VIII     ASSIGNMENT & SUBLETTING

                                                            	
                                                              11

                                                            
	
                                                              ARTICLE
      IX     MAINTENANCE &
    COMPLIANCE

                                                            	
                                                              11

                                                            
	
                                                              9.1
      Landlord’s Repairs at Landlord’s Expense

                                                            	
                                                              11

                                                            
	
                                                              9.2
      Landlord’s Repairs Subject to Reimbursement

                                                            	
                                                              11

                                                            
	
                                                              9.3
      Tenant’s Repairs at Tenant’s Expense

                                                            	
                                                              12

                                                            
	
                                                              ARTICLE
      X      ALTERATIONS &
      FIXTURES

                                                            	
                                                              12

                                                            
	
                                                              10.1
      Alterations

                                                            	
                                                              12

                                                            
	
                                                              10.2
      Liens

                                                            	
                                                              12

                                                            
	
                                                              10
      3 Trade Fixtures

                                                            	
                                                              12

                                                            
	
                                                              ARTICLE
      XI     INSURANCE

                                                            	
                                                              13

                                                            
	
                                                              11.1
      Landlord’s Insurance

                                                            	
                                                              13

                                                            
	
                                                              11.5
      Mutual Indemnification

                                                            	
                                                              14

                                                            
	
                                                              ARTICLE
      XII      DAMAGE OR DESTRUCTION

                                                            	
                                                              14

                                                            
	
                                                              12.1
      Damage and Destruction

                                                            	
                                                              14

                                                            
	
                                                              12.2
      Termination

                                                            	
                                                              14

                                                            
	
                                                              ARTICLE
      XIII        EMINENT DOMAIN

                                                            	
                                                              14

                                                            
	
                                                              13.1
      Condemnation

                                                            	
                                                              14

                                                            
	
                                                              13.2
      Rent Adjustment

                                                            	
                                                              15

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
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                              13.3
      Award

                            	
                              15

                            
	
                              13.4
      Termination

                            	
                              15

                            
	
                              ARTICLE
      XIV       ENVIRONMENTAL
      MATTERS

                            	
                              15

                            
	
                              14.1
      Environmental Condition

                            	
                              15

                            
	
                              14.2
      Tenant Covenant and Indemnity

                            	
                              15

                            
	
                              ARTICLE
      XV      DEFAULT

                            	
                              16

                            
	
                              15.1
      Remedies Upon Tenant’s Default

                            	
                              16

                            
	
                              15.2
      Confession of Judgment

                            	
                              17

                            
	
                              15.3
      Attorneys’ Fees; Remedies

                            	
                              18

                            
	
                              15.4
      Late Charge

                            	
                              18

                            
	
                              ARTICLE
      XVI       QUIET ENJOYMENT;
      REPRESENTATIONS AND WARRANTIES

                            	
                              18

                            
	
                              16.1
      Quiet Enjoyment

                            	
                              18

                            
	
                              16.2
      Representations and Warranties

                            	
                              18

                            
	
                              16.3
      Tenant’s Obligations

                            	
                              18

                            
	
                              16.4
      Miscellaneous Covenants

                            	
                              19

                            
	
                              ARTICLE
      XVII      SUBORDINATION

                            	
                              20

                            
	
                              17.1
      Subordination and Attornment 19

                            	
                              20

                            
	
                              ARTICLE
      XVIII     TRANSFERS BY AND LIABILITY OF
      LANDLORD

                            	
                              20

                            
	
                              18.1
      Transfers of Landlord’s Interest

                            	
                              20

                            
	
                              18.2
      Landlord’s Liability

                            	
                              20

                            
	
                              ARTICLE
      XIX      
 MISCELLANEOUS

                            	
                              20

                            
	
                              19.1
      Holding Over

                            	
                              20

                            
	
                              19.2
      Non-Waiver of Default

                            	
                              20

                            
	
                              19.3
      Recording

                            	
                              20

                            
	
                              19.4
      Notice

                            	
                              20

                            
	
                              19.5
      Successors and Assigns

                            	
                              21

                            
	
                              19.6
      Time is of the Essence

                            	
                              21

                            
	
                              19.7
      Partial Invalidity

                            	
                              21

                            
	
                              19.8
      Interpretation

                            	
                              21

                            
	
                              19.9
      Headings, Captions and References

                            	
                              21

                            
	
                              19.10
      Prior Lease

                            	
                              21

                            
	
                              19.11
      Transfer Tax

                            	
                              21

                            
	
                              19.12
      Time

                            	
                              22

                            
	
                              19.13
      Estoppel Certificate

                            	
                              22

                            
	
                              19.14
      Governing Law

                            	
                              22

                            
	
                              19.15
      Force Majeure

                            	
                              22

                            
	
                              19.16
      Waiver of Trial by Jury

                            	
                              22

                            
	
                              19.17
      Incorporation of Lease Summary and Exhibits

                            	
                              22

                            
	
                              19.18
      Entire Agreement

                            	
                              22

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
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      LEASE

      TREVOSE,
PENNSYLVANIA

      LEASE
SUMMARY

      


      
        	
                Effective
      Date

              	 
      	
                April
      1, 2008

              
	
                Landlord

              	 
      	
                3190
      TREMONT LLC, a Pennsylvania limited liability company

              
	
                Tenant

              	 
      	
                WORLDGATE
      SERVICE, INC., a Delaware corporation

              
	
                Premises
      (or sometimes the “Leased Premises”)

              	 
      	
                Approximately
      17,000 s.f. of space located on the lower level of the Building (70,000
      s.f.) located at 3190 Tremont Avenue, Trevose, Bucks County,
      Pennsylvania.

              
	
                Notices
      (§19.4)

              	 
      	
                Landlord:

              	
                Tenant:

              
	 
      	 
      	
                Michael
      C. Kane, Managing Member SYNERGY PROPERTIES, Managing Member c/o Kane
      & Silverman, P.C. 2401 Pennsylvania Avenue Suite 1C-44 Philadelphia,
      PA 19130

              	
                WORLDGATE
      SERVICE, INC. 3190 Tremont Avenue Trevose, PA 19053 Attn: Joel
      Boyarski

              
	 
      	 
      	
                With
      a copy to:

              	
                With
      a copy to:

              
	 
      	 
      	
                Phil
      Rosan

                SSH
      Management

                215
      South Broad Street Suite 200

                Philadelphia
      Pa

                19107

                215-732-9010

              	
                _____________________
      WORLDGATE SERVICE, INC. 3190 Tremont Avenue Trevose, PA 19053 Attn:
      Randall Gort

              
	
                Term
      (§3.1)

              	 
      	
                Month
      to Month

              
	
                Commencement
      Date (§3.1)

              	 
      	
                April
      1, 2008

              
	
                Scheduled
      Delivery Date

              	 
      	
                April
      1, 2008

              
	
                Early
      Access (§3.3)

              	 
      	
                Immediately
      upon the execution hereof, Tenant shall have the right to enter the
      Premises for the limited purposes of installing Tenant’s equipment,
      including warehouse racking, phone / data lines, furniture, fixtures and
      equipment. Tenant will provide adequate proof of insurance to landlord
      prior to doing so. Landlord will have no liability for tenant equipment
      under this section.

              
	
                Options
      to Extend (§3.5)

              	 
      	
                None

              
	
                Termination
      (§3.7)

              	 
      	
                Ninety
      (90) days

              
	
                Base
      Rent (per annum) subject to change if square footage
    changes

              	 
      	
                $120,000
      ($7.06 per square foot of the Leased Premises), paid monthly ($10,000 per
      month) in advance, with 4% per annum escalation on each April 1, beginning
      in 2010.

              
	
                Additional
      Rent (per annum) subject to change if square footage
    changes

              	 
      	
                Beginning
      on the effective date hereof and continuing until March 31, 2009, $48,000
      ($2.82 per square foot of the Leased Premises) paid monthly ($4,000 per
      month) in advance, and in full payment of all Additional Rent hereunder
      for such period.  Beginning on April 1, 2009, $66,980 ($3.94 per
      square foot of the Leased Premises) paid monthly ($5,581.67 per month) in
      advance, and in full payment of all Additional Rent hereunder, for such
      period with up to a 4% per annum escalation (but in no event greater than
      the actual increase in Landlord’s cost) on each April 1, beginning in
      2010

              


      

      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        	
                Security
      Deposit (§4.4)

              	 
      	
                None

              
	
                Broker(s)
      (§19.10)

              	 
      	
                None

              
	
                Exhibits

              	 
      	
                Exhibit
      A-1 – Site Plan, Exhibit A-2 – Floor Plan, Exhibit B –Rules and
      Regulations, Exhibit C –Lease Commencement
  Memorandum

              


      

      


      In the
event of any discrepancy between this Lease Summary and the terms contained in
the body of the Lease, this Lease Summary shall control.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      LANDLORD:

      3190
TREMONT LLC,

      a
Pennsylvania limited liability company

      by:
SYNERGY PROPERTIES LLC

      its
managing partner

      


      
        
          	
                  By:

                	
                       /s/ Michael C.
      Kane

                


        

      

      Name:
Michael C. Kane

      Title:
Managing Member

      


               (SEAL)

      


      Date
Executed: 4/2/09

      


      TENANT:

      WORLDGATE
SERVICE, INC.,

      a
Delaware corporation

      
        
          
            
              	
                      By:

                    	
                      /s/ Hal Krisbergh

                    
	
                      Name: 

                    	 
      
	
                      Title:

                    	 
      


            

          

        

      

      


      (CORPORATE
SEAL)

      


      Date
Executed:

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      LEASE
THIS AGREEMENT OF LEASE (herein this “Lease”) is made and entered into as of
___________, 2008 by and between 3190 TREMONT LLC, a Pennsylvania limited
liability company, having an address at 2401 Pennsylvania Avenue, Suite 1C-44,
Philadelphia, Pennsylvania 19130 (“Landlord”) and WORLDGATE SERVICE, INC., a
Delaware corporation, with its home office located at 3190 Tremont Avenue, Lower
Level, Trevose, Pennsylvania 19053.

       

      ARTICLE
I            DEMISE
OF PREMISES

      


      1.1  Premises.
For and in consideration of the covenants and agreements contained herein and
other valuable consideration, Landlord hereby leases to Tenant the hereinafter
defined “Premises” being approximately 17,000 square feet of gross leasable area
(“GLA”) in a building containing approximately 70,000 square feet of GLA (the
“Building”) located on a parcel of land (the “Land”) located at 3190 Tremont
Avenue, Bucks County, Trevose, Bensalem Township, Pennsylvania, together with
all rights, easements and other appurtenances thereto in common with the other
occupants of the building. As used herein, the GLA is an approximation and is
not an exact number. The parties agree that the GLA shall be binding regardless
of the exact measurements of the Premises. The Building is depicted on that
certain Site Plan attached hereto as Exhibit “A-1” and incorporated herein by
reference (the “Site Plan”). The location of the Premises within the Building is
the portion of the lower level of the Building as depicted on that certain Floor
Plan attached hereto as Exhibit “A-2” and incorporated herein by reference (the
“Floor Plan”). (Said premises together with all of the said common rights,
easements and other appurtenances pertaining thereto are herein sometimes
collectively referred to as the “Premises”.)

       

      ARTICLE
II           PERMITTED
USE, APPROVALS; CONDITIONS/COMPLIANCE; ACCESS

      


      2.1 Use.
The Premises may be used for the storage, assembly, sale and distribution of
consumer electronic products and services (“Permitted Use”) and, with Landlord’s
prior written consent (which shall not be unreasonably withheld), any other
lawful purpose.

      


      2.2
Approvals. Tenant shall be responsible for obtaining all desired use and
occupancy permits related to Tenant’s use of the Premises. Tenant shall be
solely responsible for obtaining any and all permits and/or approvals required
due to Tenant’s alterations to the Premises, or otherwise related to Tenant’s
use therein.

      


      2.3 Rules
and Regulations. Tenant covenants and agrees that Tenant, its servants,
employees, agents, invitees, licensees and other visitors shall observe
faithfully, and comply strictly with, the Rules and Regulations contained in
Exhibit “B”, attached hereto and made a part hereof, and such other and further
reasonable Rules and Regulations as Landlord or Landlord’s agents may, after
written notice to Tenant, from time to time adopt. Nothing in this Lease
contained shall be construed to impose upon Landlord any duty or obligation to
enforce the Rules and Regulations or terms, covenants or conditions in any other
lease as against any other tenant, and Landlord shall not be liable to Tenant
for violation of the same by any other tenant, its servants, employees, agents,
invitees, licensees or other visitors. Landlord agrees that the Rules and
Regulations shall not be enforced so as to discriminate against Tenant or
unreasonably interfere with Tenant’s use of the Leased Premises and that the
Rules and Regulations shall be enforced uniformly against all tenants in the
Building; provided, however, that Landlord shall not be liable to Tenant for
Landlord’s failure to enforce the Rules and Regulations against any other
tenants. Tenant shall not be obligated to comply with any Rules and Regulations
or amendments thereto until Tenant has received a written copy of such Rules and
Regulations.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      2.4
Initial Condition and Compliance. Tenant is leasing the Premises in its as-is,
where-is condition without warranty or representation from Landlord. Tenant has
heretofore occupied a portion of the Premises and is familiar with all aspects
of the Building including the Premises.

       

      ARTICLE
III          LEASE
TERM

      


      3.1
Initial Term. The “Initial Term” of this Lease began on April 1, 2008 (the
“Commencement Date”). The Initial Term shall be from month to month (the
“Expiration Date”), subject, however, to the obligation of either party to
provide at least a ninety (90) days prior written notice of their intent to
terminate this lease at the end of such ninety period as set forth in paragraph
3.7 hereof.

      


      3.2
Acceptance. Tenant has occupied a portion of the Premises for years prior to the
execution of this Lease. Tenant has inspected, or has had the opportunity to
inspect, all aspects of the Premises and is familiar with all systems, building
components and all other aspects of the Premises. Tenant accepts the Premises in
its as-is where-is condition, and hereby waives any and all claims it may have
concerning the condition of the Premises and all of its components and
systems.

      


      3.3 Early
Access. Tenant has had the right to enter the Premises for the limited purposes
of installing Tenant’s equipment, including racking, phone / data lines,
furniture, fixtures and equipment; provided that Tenant’s Early Access shall not
unreasonably interfere with Landlord’s ongoing activities in the Premises. Such
early access shall be entirely at the Tenant’s own risk.

      


      3.4 Lease
Year. For purposes of this Lease, the term “Lease Year” shall mean each 12-
month period commencing on the Commencement Date and each anniversary thereof.
If the Commencement Date does not fall on the first day of a month, the first
Lease Year shall consist of the partial month in which the Commencement Date
occurs and the twelve (12) consecutive months immediately following said partial
month.

      


      3.5
Options to Extend. Intentionally deleted

      


      3.6
Reversion to Landlord. On or before the last day of the Term, Tenant shall
peaceably surrender and yield up to Landlord the Premises. Tenant shall have the
express right to remove any of its trade fixtures and personal property;
provided, however, that the Premises shall be left in a broom clean and safe
condition in substantially the same condition as of the date hereof. Upon notice
from Landlord, Tenant shall be obliged to remove at the expiration hereof those
trade fixtures and personal property so identified for removal by
Landlord.

      


      3.7
Limited Right to Terminate. Either Landlord or Tenant shall have the limited
right to terminate this Lease, at any time by giving the other party at least
ninety (90) days prior written notice.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      ARTICLE
IV         RENT & ADDITIONAL
RENT

      


      4.1 Base
Rent. Tenant shall pay Landlord at the address shown on the Lease Summary, or
such other place as Landlord shall designate in writing, Base Rent in advance,
without demand, set off or deduction, except as expressly provided for herein,
in equal monthly installments, on the first day of each and every full calendar
month during the Term from and after the Commencement Date, as is set forth in
the Lease Summary above. Should the Commencement Date fall on any day other than
the first of the month, Base Rent for that initial partial month shall be due
and payable on the first day of the first full month of the Term, together with
Base Rent for said first full calendar month.

      


      4.2
Additional Rent. In addition to Base Rent as provided immediately above, Tenant
shall also pay “Additional Rent” on a monthly basis, which Additional Rent is
intended to constitute payment in full Tenant’s Proportionate Share of Real
Estate Taxes (as defined in §5.1), Utilities (as defined in §7.1) and  all other
Building Operating Expenses (as defined in §9.2), each as more fully set out
below. With respect to Real Estate Taxes, Utilities and Building Operating
Expenses, “Tenant’s Proportionate Share” shall be equal to 24.29%.

      


      4.3
Estimates and Reconciliations. At least forty-five days (45) prior to the
commencement of each Lease Year hereunder Landlord shall deliver to Tenant a
written estimate of Tenant’s Additional Rent for such Lease Year. Within
forty-five days (45) after the expiration of each Lease Year Landlord shall
furnish Tenant a statement showing the Additional Rent broken down in reasonable
detail, showing the items included therein, and the manner of the computation of
Tenant’s Proportionate Share for such payment and the payments made by Tenant
with respect to such Lease Year.  The required payments of Additional Rent due
hereunder are fixed for each lease year at the beginning of each year and not
subject to increase based upon actual costs.  Such reconciliation is solely for
the purpose of determining whether any increase in the Additional Rent is
appropriate for a subsequent lease year.  In no event shall any increase in the
Additional Rent be greater than the lesser of (1) the actual increase in
Landlord’s expenses properly allocated to Tenant hereunder, or (2) 104% of the
Additional Rent payable for the last lease year. 4.4 Security
Deposit.

      NONE

       

      ARTICLE
V           REAL ESTATE
TAXES

      


      5.1 Real
Estate Taxes.

      (a)
Landlord shall pay all real estate taxes and assessments for betterments and
improvements that are levied or assessed by any lawful authority on the Premises
and Landlord’s other real property within the same tax parcel, if any (“Real
Estate Taxes”), subject to monthly reimbursement by Tenant for Tenant’s
Proportionate Share, all as hereinafter provided. The Real Estate Taxes for any
tax year shall mean such amounts as shall be finally determined to be the Real
Estate Taxes payable during such tax year less any abatements, refunds or
rebates made thereof. The parties shall make appropriate adjustments to previous
reimbursements from Tenant to Landlord on account of any abatements, refunds or
rebates immediately following the determination of the amount of such
abatements, refunds or rebates.

      (b) Real
Estate Taxes to be shared by Tenant shall not include the following: (i) income,
intangible, franchise, capital stock, estate or inheritance taxes or taxes
substituted for or in lieu of the foregoing exclusions; (ii) any roll-back taxes
or any assessment for special improvements to the Land or the Building,
including but not limited to the widening of exterior roads, the installation of
or hook up to sewer lines, sanitary and storm drainage systems and other utility
lines and installations, provided that such assessment is made prior to the date
hereof; (iii) taxes on rents, gross receipts or revenues of Landlord from the
Premises or other portions of the Building, unless same pertain only to rents
paid by Tenant hereunder and are made specifically in lieu of existing Real
Estate Taxes; or (iv) impact fees, including, but not limited to, loophole and
proffer fees.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      (c)
Tenant’s Proportionate Share of Real Estate Taxes shall be a component of
Additional Rent to be paid along with Base Rent in equal monthly installments
based upon the most recent available Real Estate Tax statements.

      (d) If
the term of this Lease shall terminate on any date other than the last day of a
tax fiscal period, the amount payable by Tenant during the tax fiscal period in
which such termination occurs shall be prorated on the basis which the number of
days from the commencement of said tax fiscal period to and including said
termination date bears to the number of days in the fiscal period. A similar
proration shall be made for the tax fiscal period in which the Commencement Date
occurs.

       

      ARTICLE
VI         COMMON AREAS &
EXCLUSIVE USE AREAS

      


      6.1
Definition. “Common Areas” (or “Common Area”) shall mean all exterior/outdoor
areas, space, installations and equipment on the Land for the common use and
benefit of the tenants of the Building, their employees, agents, licensees,
customers and other invitees, including without limitation shared areas for
utilities, parking areas, exits, entrances, access roads, driveways, sidewalks,
retaining walls, ramps, and landscaped areas.

      


      6.2 Use
of Common Areas and Changes to Common Areas / Exclusive Use Areas. Landlord
hereby grants to Tenant, its licensees, subtenants, concessionaires, successors
and assigns, and its and their employees, agents, licensees, customers, and
invitees the non-exclusive right and easement to use the Common Areas during the
term hereof and any extensions of same, continuously and without interruption,
in common with other tenants of the Building. Landlord shall make no change to
the Common Areas or Exclusive Use Areas that would have adverse impact on Tenant
and, except for de minimis changes, shall provide at least thirty (30) days
advance written notice before implementing any such change. Notwithstanding the
foregoing, no change of any kind shall be made to any curb cut, major access
drive, Exclusive Use Area or the Common Areas adjacent to the Premises without
Tenant’s prior written consent, which consent shall not be unreasonably
withheld.

      


      6.3
Parking. Landlord shall maintain on the Land parking spaces. Tenant shall have
the use of its pro rata share of such parking spaces.

      


      6.4
Operation and Maintenance. Landlord agrees to be responsible for the operation,
maintenance and repair of the Common Areas and Exclusive Use Areas as more fully
set forth in Article IX below.

       

      ARTICLE
VII        UTILITIES

      


      7.1
Utilities. Tenant represents that as of the Commencement Date, water, gas,
electricity, and sewer utilities are immediately available to Tenant. All
changes from utility companies with respect to utilities used by Tenant shall be
paid by Landlord. Tenant’s Proportionate Share of such charges as are paid by
Landlord shall be a component of Additional Rent to be paid along with Base
Rent.


      
        
           


        

        
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      ARTICLE
VIII       ASSIGNMENT &
SUBLETTING

      


      8.1
Except as expressly provided herein, Tenant shall not assign or sublet any
portion of the Premises without Landlord’s prior written consent, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant shall
have the right to assign this Lease, or to sublet all or any portion of the
Premises, without the need for Landlord’s prior written consent, to any entity
with which Tenant is merged or consolidated pursuant to a bona fide arm’s length
transaction (a “Permitted Transferee”) provided that subsequent to such
subletting or assignment Tenant remains liable for the payment and performance
of Tenant’s obligations under this Lease and, in the case of any assignment, the
assignee assumes Tenant’s obligations under this Lease. No subletting or
assignment shall release Tenant from liability hereunder.

       

      ARTICLE
IX         MAINTENANCE &
COMPLIANCE

      


      9.1
Landlord’s Repairs at Landlord’s Expense. In addition to Landlord’s obligations
as set forth elsewhere in this Lease, Landlord shall maintain, at Landlord’s
expense and without pass through to Tenant, the exterior walls, foundation and
slab and the roof of the Building.

      


      9.2
Landlord’s Repairs Subject to Reimbursement. (a) Subject to reimbursement by
Tenant as Additional Rent (as provided above) and except for damage caused by
Tenant, Landlord shall maintain the Building in good condition and repair, which
responsibilities and costs shall include, without limitation (except as set
forth in Section 9.1 above), (i) the ordinary operating and maintenance expenses
associated with the parking area and sidewalks; (ii) arrangements with respect
to the Building and the Land for the removal of trash (Tenant shall be
responsible for removing its trash and keeping the Premises clean), ice and
snow; (iii) lighting, water, gas, heating, air conditioning, electricity, and
sewer utilities  for the Common Areas; (iv) fire protection; (v) paving of
the paved surfaces; (vi) repair and maintenance of all Common Area; (vii) repair
and maintenance of all plumbing, electrical, sewage and heating, ventilating and
air conditioning (“HVAC”) lines and component systemsthat serve the Building and
all expenses of the Building and the Land or related thereto except as set forth
below (“Building Operating Expenses”). This provision shall be expressly subject
to Section 9.1 above (Landlord’s Repairs at Landlord’s Expense) and Articles XII
(Casualty) and XIII (Eminent Domain) below. Building Operating Expenses may
include reasonable third party management fees (not to exceed four (4%) percent
of the annual Fixed Rent.) (b) Building Operating Expenses shall not include (i)
any Capital Expenditure, except for the amortized portion of any Capital
Expenditure reasonably made for the general benefit of all tenants of the
Building, which amortization shall be made over the estimated actual useful life
of the improvement in question (as used herein, the term “Capital Expenditure”
shall mean those expenditures which in accordance with generally accepted
accounting principles are capitalized as opposed to expensed); (ii) expenses
incurred in leasing space, such as legal expenses, brokerage commissions, or
advertising or promotional expenses; (iii) interest and amortization under
mortgages or any other secured or unsecured loan payable by Landlord; (iv)
expenses separately reimbursed by or allocatable to any other tenants of the
Building (excluding reimbursements to Landlord for such tenants’ prorata share
of Building Operating Expenses); (v) financing and refinancing costs, including
fees paid by Landlord to obtain financing or refinancing such as origination
fees and brokerage commissions; (vi) costs incurred in the enforcement of
leases, including attorney’s fees or other costs and expenses incurred in
connection with summary proceedings to dispossess any other tenant in the
Building; and (vii) any expenses associated with the special requirements of any
other particular tenant.


      
        
           


        

        
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      9.3
Tenant’s Repairs at Tenant’s Expense. Tenant shall be responsible for the cost
of damages caused by actions or inactions of Tenant or its employees, agents and
contractors. Subject to the provisions of Sections 2.4, 9.1, and 9.2
hereinabove, Tenant shall be responsible for interior, non-structural repairs to
the Premises (less the Common Areas and Exclusive Use Areas, the maintenance of
which is Landlord’s obligation) unless any such repairs or replacements are
necessitated by Landlord’s failure to promptly perform its obligations
hereunder, by the actions or inactions of another tenant or Landlord, or their
employees, agents and contractors, or by damage by fire or other casualty for
which Landlord is responsible for repairing pursuant to this Lease.

       

      ARTICLE
X           ALTERATIONS
& FIXTURES

      


      10.1
Alterations. Tenant is prohibited from making any structural alterations to the
Premises without first obtaining Landlord’s written consent, which consent shall
not be unreasonably withheld. Landlord reserves the right to inspect, review and
deny Tenant’s plans for any structural changes made to the Premises, if in the
Landlord’s opinion the change will have a detrimental effect on the property.
Tenant shall have the right to make such non-structural alterations to the
Premises as Tenant shall from time to time deem necessary for the operation of
Tenant’s business provided that Tenant shall perform such work at Tenant’s sole
expense and further provided that such alterations shall not impair the
structural integrity of the Premises. If necessary, Landlord and Tenant shall
execute all necessary instruments required to obtain licenses and permits to
make such alterations from the applicable governmental authorities, at no cost
to Landlord. All alterations, additions and improvements made by Tenant to the
Premises (“betterments and improvements”) remaining in the Premises after the
expiration or other termination hereof shall become the property of Landlord
upon the termination of this Lease without any compensation to Tenant and shall
be surrendered at such time as a part of the Premises. Notwithstanding, Landlord
may require that the Tenant remove any improvements made by Tenant from the
premises at the expiration of the lease at Tenant’s sole cost and
expense.

      


      10.2
Liens. Tenant shall promptly pay when due the entire cost of all work done by it
to the Premises and Tenant shall keep the Premises free of liens for labor or
materials. Should mechanics’, materialmen’s or other liens be filed against the
Premises by reason of the acts of Tenant or any party hired by Tenant, Tenant
shall cause the lien to be canceled and discharged of record by bond or
otherwise within thirty (30) days of receiving actual notice of such
lien.

      


      10 3
Trade Fixtures. Any trade fixtures, furniture and equipment that Tenant installs
in the Premises at its expense during the Term hereof shall remain Tenant’s
property, and shall be removed by Tenant (subject to the ninety (90) day notice
provision set forth in Section 3.6 above) and Tenant shall repair any damage to
the Premises caused by such removal.


      
        
           


        

        
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      ARTICLE
XI         INSURANCE

      


      11.1
Landlord’s Insurance. Landlord shall at all times maintain general commercial
liability insurance covering the Building, including but not limited to the
Common Areas and Exclusive Use Areas thereof, against claims for personal injury
and damage to property naming Tenant as an additional insured under a policy,
with minimum limits of $1,000,000 for personal injury or death per person,
$2,000,000 aggregate and not less than $500,000 for property damage or a single
limit policy in the minimum amount of $2,000,000. In addition, Landlord shall
carry and maintain all-risk (Special Form) property insurance, covering the
Building for the full replacement cost thereof.

      


      11.2
Tenant’s Insurance. Tenant shall maintain a policy of general commercial
liability insurance covering the Premises with minimum limits of $2,000,000 for
personal injury or death per person, $4,000,000 aggregate and not less than
$1,000,000 for property damage or a single limit policy in the minimum amount of
$5,000,000. Tenant shall keep in force Workers’ Compensation or similar
insurance to the extent required by law.

      


      11.3
Insurance Certificates. All of the foregoing insurance policies referred to or
described in Sections 11.1 and 11.2 above shall be written with companies
licensed to do business in the state in which the Premises are located with a
financial rating of VI or better and a policyholder’s rating of A or better in
the latest edition of Best’s Rating Guide on Property and Casualty Insurance
Companies and shall provide that the other party hereto shall be given a minimum
of ten (10) days’ written notice by any such insurance company prior to the
cancellation, termination or alteration of the terms or limits of such coverage.
Each party shall deliver to the other party hereto the applicable insurance
certificates at or prior to the date that same are required to be in effect and
evidence of all renewals or replacements of same not less than ten (10) days’
prior to the expiration date of such policies. All such policies may be
maintained under a blanket insurance policy of Landlord or Tenant.

      


      11.4
Mutual Release and Waiver of Subrogation. Landlord and Tenant hereby release
each other and anyone claiming through or under the other by way of subrogation
or otherwise from any and all liability for any loss of or damage to property,
whether caused by the negligence or fault of the other party to the extent of
the property insurance actually carried by the waiving party hereunder. In
addition, Landlord and Tenant shall cause each insurance policy carried by them
insuring any of the improvements on the Land or the contents thereof, to be
written to provide that the insurer waives all rights of recovery by way of
subrogation against the other party hereto (and any mortgagee of such party) in
connection with any loss or damage covered by the policy. If no responsible and
qualified insurer will provide a waiver of subrogation without extra charge or
premium, then the insuring party shall inform the other party that such
additional charge or premium is required and said other party may elect to (a)
pay such extra charge or premium or (b) waive the requirement for the waiver of
subrogation (in which case the waivers of claim set forth herein shall be
ineffective). In case such waiver cannot be obtained, even at an additional
cost, then item (b) in the immediately preceding sentence shall become
effective. In case of an inability to obtain a waiver or an additional charge or
premium for same, the party benefitting from the waiver shall have the right to
cause the other party to seek reasonably satisfactory insurers that offer such
waivers with no (or lower) charge or premium and to change insurance companies,
if necessary, to obtain same. Any liability insurance coverage carried by either
party hereto shall name the other party and, upon request, any lender of such
other party as additional insured thereunder and each party hereby waives claims
arising from the other party’s negligence to the extent of such insurance
coverage.


      
        
           


        

        
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      11.5
Mutual Indemnification. To the extent of the insurance coverage actually carried
by each, Tenant and Landlord agree to indemnify, defend, and hold each other
harmless from and against any and all claims, damages or causes of action for
damages brought on account of injury to any person or persons or property, or
loss of life, arising out of (i) the failure to comply with its obligations
hereunder by Landlord or Tenant, respectively, or (ii) the use, operation or
maintenance of the Premises by Tenant or by the use, operation or maintenance of
the remainder of the Building and other improvements on the Land by Landlord,
except for matters arising from the gross negligence or willful misconduct of
the party seeking indemnification. Notwithstanding any other provisions set
forth herein, the parties hereby agree that in the event of any damage to a
party, including all personal and property damages and losses to a party’s
employees or invitees, each party shall resort to any and all insurance coverage
available prior to asserting any claim or demand against the other party or its
assets. No insurer is meant to be a third party or other beneficiary of any
provision contained in this Lease.

       

      ARTICLE
XII        DAMAGE OR
DESTRUCTION

      


      12.1
Damage and Destruction. (a) Except as otherwise provided herein, if the Premises
are damaged by fire or other casualty, the damage shall be promptly repaired by
Landlord to the extent of the insurance proceeds available therefore, plus any
deductible maintained with respect to Landlord’s property insurance. Until
repairs to the Premises are completed by Landlord, Base Rent and Additional Rent
shall be abated in proportion to the part of the Premises, if any, which is
unusable by Tenant in the conduct of its business. If (a) the Premises are
damaged to the extent that Tenant’s Permitted Use is materially adversely
affected; and (b) any damage to the Premises cannot be repaired within one
hundred twenty (120) days of the date of such damage; or (c) the Premises are
materially damaged or destroyed during the last eighteen (18) months of the term
hereof; then Tenant may terminate this Lease by written notice to Landlord given
within thirty (30) days after the occurrence of the casualty, time being of the
essence. Landlord’s repair of the Premises shall not include any of Tenant’s
trade fixtures or other personal property or any of Tenant’s betterments or
improvements to the Premises. If the fire or other casualty is caused in whole
or in part by Tenant, Tenant’s employees, agents, subcontractors, invitees or
guests, then Tenant shall have no right of termination and no right of rent
abatement as provided in this section. (b) If the Building is (a) damaged by
fire or other insured casualty to the extent of fifty percent (50%) or more of
the replacement cost thereof; or (b) materially damaged during the last eighteen
(18) months of the term hereof; then Landlord may terminate this Lease by
written notice to Tenant given within thirty (30) days after the occurrence of
the casualty, time being of the essence, and subject to Tenant’s right to extend
the Term as provided above.

      


      12.2
Termination. In the event of any termination of this Lease as the result of the
provisions of this ARTICLE XII, the parties, effective as of such termination,
shall be released, each to the other, from all liability and obligations
thereafter arising under this Lease.

       

      ARTICLE
XIII       EMINENT DOMAIN

      


      13.1
Condemnation. If, after the execution of this Lease and prior to the expiration
of the Term hereof, the entire Building, Premises, Common Areas, and/or
Exclusive Use Areas, or any portion thereof which materially adversely affects
Tenant’s operations therein, shall be taken under power of eminent domain by any
public or private authority, or conveyed by Landlord to said authority in lieu
of such taking, then this Lease and the term hereof shall cease and terminate as
of the date of such taking, subject, however, to the right of Tenant, at its
election, to continue to occupy the Premises, subject to the terms and
provisions of this Lease, for all or such part, as Tenant may determine, of the
period between the date of such taking and the date when the taking authority
enters upon actual physical possession of the Premises and any unearned rent or
other charges, if any, paid in advance, shall be refunded to
Tenant.


      
        
           


        

        
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      13.2 Rent
Adjustment. In the event of a taking in respect of which Tenant shall not opt to
terminate this Lease, this Lease and the term thereof shall continue in full
force and effect and a just proportion of the Base Rent and Additional Rent due
hereunder and any other charges payable by Tenant hereunder, according to the
nature and extent of the injury to the Premises, the Building, the Common Areas,
the Exclusive Use Areas, shall be reduced to equitably reflect the effect of
such taking on Tenant’s business. If Tenant experiences no materially adverse
effect from such taking, Tenant shall not be eligible for any rent
abatement.

      


      13.3
Award. All compensation awarded for any taking, whether for the whole or a
portion of the Premises, shall belong to Landlord.

      


      13.4
Termination. In the event of any termination of this Lease as the result of the
provisions of this ARTICLE XIII, the parties, effective as of such termination,
shall be released, each to the other, from all liability and obligations
thereafter arising under this Lease.

       

      ARTICLE
XIV      ENVIRONMENTAL MATTERS

      


      14.1
Environmental Condition. “Hazardous Substances” for purposes of this Lease shall
be interpreted broadly to include, but not be limited to, any material or
substance that is defined or classified under federal, state, or local laws as:
(a) a “hazardous substance” pursuant to section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601(14),
section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §1321(14) as
now or hereafter amended; (b) a “hazardous waste” pursuant to section 1004 or
section 3001 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6903(5),
6921, as now or hereafter amended; (c) a toxic pollutant under section 307(a)(1)
of the Federal Water Pollution Control Act, 33 U.S.C. §1317(a)(1); (d) a
“hazardous air pollutant” under section 112 of the Clean Air Act, 42 U.S.C.
§7412(6), as now or hereafter amended; (e) a “hazardous material” under the
Hazardous Materials Transportation Act, 49 U.S.C. §5102(2), as now or hereafter
amended; (f) toxic or hazardous pursuant to regulations promulgated now or
hereafter under the aforementioned laws; or (g) presenting a risk to human
health or the environment under other applicable federal, state or local laws,
ordinances, or regulations, as now or as may be passed or promulgated in the
future (all of the foregoing laws, ordinances, regulations and other
governmental strictures and guidelines pertaining to the environment, health and
safety being herein sometimes referred to as the “Environmental Requirements”).
Hazardous Substances specifically include, but are not limited to, asbestos,
polychlorinated biphenyls (“PCBs”), radioactive substances, petroleum and
petroleum-based derivatives, hydrocarbons and urea formaldehyde.

      


      14.2
Tenant Covenant and Indemnity. Tenant shall not cause or permit the storage,
use, escape, disposal or release of Hazardous Substances in any manner not in
compliance with the Environmental Requirements; provided, however, that nothing
herein shall prevent Hazardous Substances to be brought onto the Premises in the
ordinary course of Tenant’s business, as long as such presence is in compliance
with the Environmental Requirements. Tenant shall indemnify, defend, and hold
harmless Landlord against and from any liability, claim of liability, claims,
suits, costs, expenses, causes of action, personal liability and property damage
(including without limitation Landlord’s attorney’s fees) arising out of a
breach by Tenant of its covenant in the preceding sentence and Tenant shall
promptly remediate any breach of the Environmental Requirements. The foregoing
covenants and indemnities shall survive the expiration or earlier termination of
this Lease.


      
        
           


        

        
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      ARTICLE
XV        DEFAULT

      


      15.1
Remedies Upon Tenant’s Default. In the event Tenant shall at any time be in
default in the payment of rent or other charges herein required to be paid by
Tenant or in the observance or performance of any of the other covenants and
agreements required to be performed and observed by Tenant hereunder and any
such default shall continue for a period of ten (10) days after written notice
to Tenant for monetary obligations and thirty (30) days after written notice to
Tenant for all other obligations (or if such default is incapable of being cured
in a reasonable manner within thirty (30) days then if Tenant has not commenced
to cure the same within said thirty (30) day period and thereafter diligently
prosecutes the same to completion) and Tenant shall not thereafter cure such
default, then in addition to all other rights and remedies available to Landlord
under the laws of the United States and the Commonwealth of Pennsylvania,
Landlord shall be entitled to any one or more of the following
rights:

      (a) to
bring suit for the collection of the rent or other amounts for which Tenant may
be in default, or for the performance of any other covenant or agreement binding
on Tenant. Landlord shall have the right to accelerate all payments of Rent and
Additional Rent for the balance of the Term, and Tenant shall be required to pay
same;

      (b) to
re-enter the Premises and take possession thereof, without thereby terminating
this Lease, and thereupon Landlord may expel all persons and remove all property
therefrom, without becoming liable to prosecution therefor, and relet the
Premises and receive the rent therefrom, applying the same first to the payment
of the reasonable expenses of such re-entry and the reasonable cost of such
reletting, and then to the payment of the monthly rental accruing hereunder, the
balance, if any, to be paid to Tenant. Tenant shall remain liable for any
deficiency after such application.

      (c) to
terminate this Lease, re-enter the Premises and take possession thereof. In the
event Landlord shall elect to terminate this Lease, as aforesaid, all rights and
obligations of Landlord, and of any permitted successors or assigns, shall cease
and terminate, except that Landlord shall have and retain full right to sue for
and collect all rents and other amounts for the payment of which Tenant shall be
in default, including all payments due or to become due through the Term of this
Lease and all damages to Landlord by reason of any such breach, and Tenant shall
surrender and deliver up the Premises to Landlord and upon any default by Tenant
in so doing, Landlord shall have the right to recover possession by summary
proceedings or otherwise and Landlord shall again have and enjoy the Premises,
fully and completely, as if this Lease had never been made. In addition,
Landlord shall have the right to receive an amount immediately available funds
equal to (A) the full balance of the Base Rent and Additional Rent and other
amounts payable by Tenant under this Lease as would otherwise have been required
to be paid by Tenant to Landlord during the period following the termination of
this Lease measured from the date of such termination to the expiration date
stated in this Lease.  In addition to Landlord’s other remedies hereunder,
if Tenant defaults in the performance of any obligation imposed on it by this
Lease and does not cure such default within the cure period stated in paragraph
15.1 after written notice from Landlord specifying the default (or does not
within said period commence and diligently proceed to cure such default),
Landlord, without waiver of or prejudice to any other right or remedy it may
have, shall have the right, at any time thereafter, to cure such default for the
account of the Tenant, and Tenant shall reimburse Landlord upon invoice for any
amount paid and any expense or contractual liability so incurred. In the event
of emergencies, or where necessary to prevent injury to persons or damage to
property or to mitigate damages, Landlord may cure a default by Tenant before
the expiration of the waiting period, but after giving such written or oral
notice to Tenant as is practical under all of the circumstances. If Tenant fails
to reimburse Landlord within ten (10) days after receipt of invoice, then Tenant
shall also pay to Landlord interest thereon at the hereinafter defined Default
Rate from date of disbursement.


      
        
           


        

        
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      15.2
Confession of Judgment. In addition, Landlord shall have the right to Confess
Judgment against Tenant for possession and amounts due Landlord as follows: WHEN
THIS LEASE OR TENANT'S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR
CONDITION BROKEN, OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LEASE,
AND ALSO WHEN AND AS SOON AS SUCH TERM SHALL HAVE EXPIRED OR BEEN TERMINATED,
TENANT HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF
RECORD AS ATTORNEY FOR TENANT AND ANY PERSONS CLAIMING THROUGH OR UNDER TENANT
TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING THROUGH
OR UNDER TENANT FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, FOR
WHICH THIS LEASE SHALL BE SUFFICIENT WARRANT, WHEREUPON, IF LANDLORD SO DESIRES,
A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT
OR PROCEEDINGS WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION
SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED, CANCELED OR SUSPENDED
AND POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO TENANT
OR ANY PERSON CLAIMING THROUGH OR UNDER TENANT, LANDLORD SHALL HAVE THE RIGHT,
UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON ANY SUBSEQUENT TERMINATION OR
EXPIRATION OF THIS LEASE OR ANY RENEWAL OR EXTENSION HEREOF, OR OF TENANT'S
RIGHT OF POSSESSION, AS HEREINBEFORE SET FORTH, TO CONFESS JUDGMENT IN EJECTMENT
AS HEREINBEFORE SET FORTH ONE OR MORE ADDITIONAL TIMES TO RECOVER POSSESSION OF
THE SAID PREMISES. IN ANY ACTION OF OR FOR EJECTMENT OR FOR MONETARY DAMAGES OR
OTHER SUMS, IF LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN
AFFIDAVIT MADE BY IT OR SOMEONE ACTING FOR IT SETTING FORTH THE FACTS NECESSARY
TO AUTHORIZE THE ENTRY OF JUDGMENT, SUCH AFFIDAVIT SHALL BE CONCLUSIVE EVIDENCE
OF SUCH FACTS; AND IF A TRUE COPY OF THIS LEASE (AND OF THE TRUTH OF THE COPY
SUCH AFFIDAVIT SHALL BE SUFFICIENT EVIDENCE) BE FILED IN SUCH ACTION, IT SHALL
NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF
COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. All remedies
available to Landlord hereunder and otherwise available at law or in equity
shall be cumulative and concurrent. No determination of this Lease nor taking or
recovering possession of the Premises shall deprive Landlord of any remedies or
actions against Tenant for rent, for charges, or for damages for the breach of
any term, covenant or condition herein contained, nor shall the bringing of any
such action for rent, charges or breach of term, covenant or condition, nor the
resort to any other remedy or right for the recovery of rent, charges or damages
for such breach be construed as a waiver or release of the right to insist upon
the forfeiture and to obtain possession. The failure of Landlord to insist upon
strict and/or prompt performance of the terms, agreements, covenants and
conditions of this Lease or any of them, and/or the acceptance of such
performance thereafter shall not constitute or be construed as a waiver of
Landlord's right to thereafter enforce the same strictly according to the tenor
thereof in the event of a continuing or subsequent default.


      
        
           


        

        
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      15.3
Attorneys’ Fees; Remedies. In the event that a party commences any suit for the
collection of any amounts for which the other may be in default or for the
performance of any other covenant or agreement hereunder, the other party shall
pay all reasonable attorneys’ fees and other expenses incurred by the prevailing
party enforcing such obligations and/or collecting such amounts, plus interest
thereon at the highest legal rate not to exceed eighteen (18%) percent per annum
(the “Default Rate”). All remedies of Landlord and Tenant herein created or
remedies otherwise existing at law or equity are cumulative and the exercise of
one or more rights or remedies shall not be taken to exclude or waive the right
to the exercise of any other. All such rights and remedies may be exercised and
enforced concurrently and whenever and as often as Tenant shall, as applicable,
deem necessary.

      


      15.4 Late
Charge. In the event either party fails to pay any sum due and owing under this
Lease within ten (10) calendar days after written notification from the other
party that said payment is past due, the delinquent party shall immediately
tender payment of the amount past due along with a late charge equal to five
percent (5%) of the delinquent amount; provided, however, that said notice and
cure period shall only apply to the first time any payment is late during any
given calendar year; otherwise, said late charge shall be automatically due and
owing on any payment not received within ten (10) days after the same is
due.

       

      ARTICLE
XVI      QUIET ENJOYMENT; REPRESENTATIONS AND
WARRANTIES

      


      16.1
Quiet Enjoyment. Landlord agrees that, so long as Landlord has not terminated
this Lease due to Tenant default, Tenant shall quietly and peaceably hold,
possess, and enjoy the Premises for the full Term of this Lease without any
hindrance or molestation by Landlord or its agents or employees, and Landlord
shall defend the use and occupancy of the same by Tenant against the lawful
claims of all persons whomsoever.

      


      16.2
Representations and Warranties. Landlord makes the following representations,
warranties and covenants to Tenant: (a) Landlord has complete and full authority
to execute this Lease subject to the provisions hereof. (b) To Landlord’s
knowledge and belief, neither the entering into of this Lease nor the
consummation of the transaction contemplated hereby will constitute or result in
a violation or breach by Landlord of any judgment, order, writ, injunction or
decree issued against or imposed upon it, or will result in a violation of any
applicable law, order, rule or regulation of any governmental authority.  (c)
Landlord has no knowledge of, nor has Landlord received any notice of, any
actual or threatened action, litigation, or proceeding by any organization,
person, individual or governmental agency (including governmental actions under
condemnation authority or proceedings similar thereto) against the Land, the
Building or Landlord, nor has any such organization, person, individual or
governmental agency communicated to Landlord anything which Landlord believes to
be a threat of any such action, litigation or proceeding. (d) The parties
executing this Lease on behalf of Landlord have the power and authority to make
the provisions hereof the legal, valid and binding obligations of Landlord. (e)
To Landlord’s knowledge and belief, Tenant’s Permitted Use is in compliance with
all applicable ordinances and laws.

      


      16.3
Tenant’s Obligations. At the termination of this lease Tenant shall surrender
the premises broom clean and in the same condition as existed at the time of
Tenant’s first entry into possession, reasonable wear and tear and damage by
casualty (except for any such damage caused by Tenant which Tenant is otherwise
obligated to repair as provided in this Lease). Tenant shall be responsible for
any and all costs for returning the premises to said original
condition.


      
        
           


        

        
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      16.4
Miscellaneous Covenants. In addition to those covenants and conditions which are
set forth elsewhere herein, Tenant agrees:

      (a) To
secure and maintain in effect any governmental approvals, licenses and permits
as may be required for Tenant’s use and occupancy of the Leased
Premises.

      (b) To
comply with all applicable laws, codes and regulations of governmental
authorities applicable to Tenant’s use and occupancy of the Leased Premises and
all rules and regulations of insurers of the Leased Premises and the National
Board of Fire Underwriters as they apply to Tenant’s use and occupancy of the
Leased Premises. Notwithstanding anything to the contrary in this paragraph (b),
if any such laws, ordinances, regulations or orders shall require structural
alterations to be made in or to the Leased Premises (such as the installation of
sprinklers), and provided that such alterations are required generally in all
office buildings in Bensalem Township and are not required as a result of the
specific nature of Tenant’s design, layout, configuration or use of the Leased
Premises or caused by Tenant or any of its employees, agents, contractors or
subtenant’s, then it shall be Landlord’s responsibility to make such structural
alternations, the cost of which shall be included in Operating Expenses after
being amortized over the useful life of such alternations, but in no event over
a period of less than ten (10) years.

      (c) If
the Leased Premises include less than an entire floor of the Building, to not
place, erect, maintain or display any sign or other marking of any kind
whatsoever on the exterior surface of the walls of the Leased Premises or on any
door which faces any common corridor or hallway, without the prior written
approval of Landlord, which approval shall not be unreasonably withheld for a
single sign, provided that the same confirms to the sign standards as are then
established by Landlord generally for the Building, and to not install or
replace any entrance door or other door facing on any common corridor or hallway
other than the standard door supplied by Landlord, without the prior written
approval of Landlord.

      (d) Not
to use or place any curtains, blinds, drapes, coverings or signs over any
exterior windows or upon the window surfaces as would be visible from the
outside of the Building without the prior written approval of
Landlord.

      (e)
Without the prior written consent of Landlord, not to place within the Leased
Premises or bring into the Building any machinery, equipment or other
personality other than customary office furnishings and small machinery such as
typewriters and other similar items of office equipment, and customary kitchen
equipment to be used exclusively by Tenant’s employees, or any machinery or
other personality having a weight on the average in excess of the floor bearing
capacity of one hundred (100) pounds per square foot. Landlord in its sole
discretion, may condition any consent given pursuant to this sub-section 17(e)
upon the requirement that Tenant pay all costs of all structural and other
alterations, changes or additions reasonably required to be made to the Leased
Premises and the Building, in the sole judgment of Landlord, for the safe
support of such Machinery, equipment or personality, together with all costs of
engineering or other studies required in the sole judgment of Landlord, to
determine the required structural and other alterations, changes or
additions.


      
        
           


        

        
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      ARTICLE
XVII     SUBORDINATION

      


      17.1
Subordination and Attornment. This Lease shall be subordinate to the lien of any
present or future mortgage upon the Premises. At Landlord’s request, Tenant
shall enter into a subordination, non-disturbance and attornment agreement
(“SNDA”) and shall execute an Estoppel Certificate with or in favor of Landlord
and the holder of any mortgage upon the Premises (the “Mortgagee”) in form and
content reasonably acceptable to the Mortgagee providing that in the event of
foreclosure or other action or exercise of rights taken under the mortgage by
Mortgagee, this Lease and all of the rights of Tenant hereunder shall not be
disturbed, but shall continue in full force and effect, including that such
Mortgagee shall permit any condemnation award to be allocated and applied and
any insurance proceeds to be applied as set forth in Articles XII and XIII of
this Lease. As used herein, “mortgage” shall include mortgages, deeds of trust,
deeds to secure debt or other similar financing instruments. Landlord shall
provide Tenant with the SNDA for any mortgage now affecting the Premises prior
to the Commencement Date.

       

      ARTICLE
XVIII    TRANSFERS BY AND LIABILITY OF LANDLORD

      


      18.1
Transfers of Landlord’s Interest. No transfer or sale of Landlord’s interest in
the Premises or hereunder shall release Landlord from any of its obligations or
duties hereunder first arising prior thereto. Landlord shall be released of any
ongoing obligations hereunder from and after the date of such transfer upon the
assumption of all such obligations and duties by the transferee of
Landlord.

      


      18.2
Landlord’s Liability. Landlord’s liability for its obligations hereunder shall
be limited to Landlord’s interest in the Building, including without limitation
the rents, insurance proceeds, sales proceeds and condemnation awards
therefrom.

       

      ARTICLE
XIX       MISCELLANEOUS

      


      19.1
Holding Over. In the event of Tenant’s continued occupancy of the Premises after
the expiration of the term of this Lease or any renewal or extension thereof, or
any earlier termination provided or permitted by this Lease, with the consent of
Landlord such tenancy shall become a month-to-month tenancy, terminable by
either party upon thirty (30) days written notice. Such continued occupancy
shall not defeat Landlord’s right to possession of the Premises. All other
covenants, provisions, obligations and conditions of this Lease shall remain in
full force and effect during such tenancy. If Landlord does not consent in
writing, any such holdover shall cause the Base Rent to increase by one hundred
and fifty percent (150%).

      


      19.2
Non-Waiver of Default. No acquiescence by either party to any default by the
other party hereunder shall operate as a waiver of its rights with respect to
any other breach or default, whether of the same or any other covenant or
condition.

      


      19.3
Recording. This Lease shall not be recorded by Tenant. Landlord and Tenant may
execute a short form or memorandum of this Lease in a mutually acceptable form,
describing the Premises and setting forth the term of this Lease and such other
provisions as Tenant shall reasonably require, and the costs of recording same
shall be paid by Landlord.

      


      19.4
Notice. Any notice or consent required to be given by or on behalf of any party
hereto to any other party shall be in writing and sent by facsimile or mailed by
registered or certified mail, return receipt requested or sent by air courier or
expedited mail service or personal delivery, addressed as indicated on the Lease
Summary or at such other address as may be specified from time to time in
writing. All such notices hereunder shall be deemed to have been given on the
date of delivery or the date marked on the return receipt unless delivery is
refused or cannot be made, in which case the date of postmark shall be deemed
the date notice has been given.


      
        
           


        

        
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      19.5
Successors and Assigns. All covenants, promises, conditions, representations,
and agreements herein contained shall be binding upon, apply, and inure to the
parties hereto and their respective heirs, executors, administrators,
successors, and permitted assigns.

      


      19.6 Time
is of the Essence. Time is of the essence hereof.

      


      19.7
Partial Invalidity. If any provision of this Lease or the application thereof to
any person or circumstance shall to any extent be held invalid, then the
remainder of this Lease or the application of such provision to persons or
circumstances other than those as to which it is held invalid shall not be
affected thereby, and each provision of this Lease shall be valid and enforced
to the fullest extent permitted by law.

      


      19.8
Interpretation. In interpreting this Lease in its entirety, the printed
provisions of this Lease and any additions written or typed thereon shall be
given equal weight, and there shall be no inference, by operation of law or
otherwise, that any provision of this Lease shall be construed against either
party hereto.

      


      19.9
Headings, Captions and References. The section captions contained in this Lease
are for convenience only and do not in any way limit or amplify any term or
provision hereof. The use of the terms “hereof,” “hereunder” and “herein” shall
refer to this Lease as a whole, inclusive of the Exhibits (including the
Agreement), except when noted otherwise. The use of the masculine or neuter
genders herein shall include the masculine, feminine and neuter genders and the
singular form shall include the plural when the context so
requires.

      


      19.10
Prior Lease. Tenant is currently occupying other space (the “Other Space”) in
the Building pursuant to a lease between Landlord and Tenant, dated August 25,
2005 (the “Prior Lease”.)  Such Other Space shall be relinquished to Lessor on
or before April 15, 2008, and in accordance therewith Tenant will remove all of
its possessions and belongings from such Other Space, except as may be
negotiated with the Landlord or with another tenant as part of a transfer to any
new tenant, such as by way of example and not limitation, the conference room
furniture on the upper floor of the tower and the desks and cubicles, and will
broom sweep prior to redelivery to the Landlord hereunder.  This lease agreement
is intended to replace the Prior Lease, and as of the effective date hereof, and
as a condition to this lease agreement, the Prior Lease is hereby terminated by
mutual agreement and consent, and shall hereinafter be null and void and of no
force or effect.  Landlord acknowledges and agrees that Tenant has paid to
Landlord the sum of $18,000 for all utilities and rent that may have been due
and owing to Landlord under the Prior Lease for any periods of time prior to
April 1, 2008.  Furthermore Landlord hereby agrees to and shall (i) promptly
terminate, with prejudice, any and all proceedings and actions pending with
respect to all claimed or alleged breaches or defaults of such Prior Lease by
Tenant, and (ii) accept as full satisfaction and accord of all of Tenant’s
remaining financial obligations under such Prior Lease, such amounts as
currently remain in the security deposit with respect to the Prior Lease.
Accordingly, Tenant hereby relinquishes all claims it may have with respect to
the security deposit and the return thereof to Tenant pursuant to the Prior
Lease, and Landlord hereby releases Tenant from all claims it may have with
respect to Tenant’s obligations under the Prior Lease..

      


      19.11
Transfer Tax. Any transfer tax or other tax payable to any governmental taxing
authority including the County in which the Premises are located by reason of
the execution of this Lease and/or recordation of a memorandum hereof, shall be
paid by Landlord.


      
        
           


        

        
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      19.12
Time. Whenever the last day for the exercise of any privilege or the discharge
of any duty hereunder shall fall upon a Saturday, Sunday or any public or legal
holiday, the party having such privilege or duty shall have until 5:00 p.m. on
the next succeeding business day to exercise such privilege or to discharge such
duty.

      


      19.13
Estoppel Certificate. Either party agrees within a reasonable period of time
after request therefor by the other party (said reasonable time not to exceed
thirty (30) calendar days) to execute and deliver to the requesting party a
statement, certifying to its actual knowledge (a) whether or not this Lease is
in full force and effect, (b) the date of commencement and termination of the
term of this Lease, (c) the date to which rental and all other charges hereunder
are paid currently without any offset or defense thereto (or stating any such
offset or defense), (d) the amount of rental and all other charges hereunder, if
any, paid in advance, (e) whether or not this Lease has been modified and, if
so, identifying the modifications, (f) that there are no uncured defaults by the
other party or describing the claimed defaults and (g) such other matters as the
requesting party shall reasonably request. Nothing in any such estoppel
statement shall be deemed to modify or amend this Lease.

      


      19.14
Governing Law. This Lease shall be construed under the laws of the State or
Commonwealth where the Premises are located.

      


      19.15
Force Majeure. In the event that either party shall be delayed or hindered in,
or prevented from, the performance of any work, service, or other act required
under this Lease to be performed by the party and such delay or hindrance is due
to strikes, lockouts, acts of God, governmental restrictions, enemy act, civil
commotion, unavoidable fire or other casualty not intentionally caused by
Tenant, or other causes of a like nature beyond the reasonable control of the
party so delayed or hindered (a “Force Majeure Event”), then performance of such
work, service, or other act shall be excused for the period of such delay and
the period for the performance of such work, service, or other act shall be
extended for a period equivalent to the period of such delay. Lack of financial
resources on the part of either party shall not be a Force Majeure
Event.

      


      19.16
Waiver of Trial by Jury. It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matter whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant’s use of or occupancy of the Leased Premises and/or any claim of injury
or damage and any emergency statutory or any other statutory
remedy.

      


      19.17
Incorporation of Lease Summary and Exhibits. The Lease Summary and all exhibits
and schedules attached hereto are hereby incorporated herein by
reference.

      


      19.18
Entire Agreement. This Lease constitutes the complete agreement of Landlord and
Tenant with respect to the subject matter hereof. No representations,
inducements, promises or agreements, oral or written, have been made by Landlord
or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not
contained herein, and any prior agreements, promises, negotiations, or
representations are superseded by this Lease. This Lease may not be amended
except by an instrument in writing signed by both parties
hereto.


      
        
           


        

        
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      IN
WITNESS WHEREOF this Lease has been executed as a sealed instrument as of the
day and year set forth below.

      


      LANDLORD:
3190 TREMONT LLC, a Pennsylvania limited liability company

      by:
SYNERGY PROPERTIES LLC its managing member

      


      
        
          	
                  By: 

                	
                  /s/ Michael C.
  Kane

                


        

      

      Name:
Michael C. Kane

      Title:
Managing Member

      


      (SEAL)

      


      Date
Executed:  4/2/09

      


      IN
WITNESS WHEREOF this Lease has been executed as a sealed instrument as of the
day and year set forth below.

      


      TENANT:
WORLDGATE SERVICES, INC., a Delaware corporation

      
        
          	
                  By:

                	
                  /s/ Hal Krisbergh

                	
                  Name:

                	
                  Hal Krisbergh

                
	
                  Title:

                	
                  CEO

                	
                  Attest:  

                	
                  /s/ Randall Gort

                
	
                  Name:  

                	
                  Randall Gort

                	
                  Title:

                	
                  Secretary

                


        

      

      


      (CORPORATE
SEAL) WGS

      


      Date
Executed: 4/1/09


      
        
           


        

        
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