**Exhibit 10.38**

 

**THEHANKIN GROUP**

707 Eagleview Boulevard

Post Office Box 562*,*Exton,PA 19341

 

**Lease**

 

LEASE MADE THIS 25th day of August, 2004between 4 Fellowship Drive Associates, a Pennsylvania Partnership (“Landlord”),with its office at 707 Eagleview Boulevard, P.O. Box 562, Exton, PA 19341. 

 

AND

 

**LongportInc.**(“Tenant”), a Delaware corporation with itsoffice at 740 South Chester Road, Suite A, Swarthmore, PA 19081.

 

**1.****                                      LeasedSpace**

 

Landlord hereby rents to Tenant all thatcertain space (“Leased Space”) within the center (“Center”) known as SpringValley Business Park, Concordville, Concord Township, Delaware County,Pennsylvania, 2 Braxton Way, Suite 111, as more fully shown on the planattached hereto as Exhibit ”A”, consisting of 7,277 rentable square feet,more or less. The Leased Space includes all fixtures, improvements, additionsand other property installed therein at the Commencement Date, or at any timeduring the term of this Lease (other than Tenant’s movable personal propertyand trade fixtures), together with the right to use, in common with others, thelobbies, entrances, loading dock, stairs, parking lot, elevators and otherpublic portions of the building in which the Leased Space is located (the “Building”).

 

The Leased Space shall be used and occupied as an office as well as for(a) the receipt, repackaging and reshipment of ultrasound equipment, includingequipment related thereto and (b) the performance of quality assurance onsuch equipment within the areas designed for same in the plan attached heretoas Exhibit ”A”, and for no other purpose.

 

**2.****                                      Term**

 

The term of this Lease and Tenant’sobligation to pay rent hereunder shall commence upon the earlier of:

 

(i)  the date when the Leased Space isready for occupancy; or

 

(ii)  the date when Tenant shall takepossession of the Leased Space (“Commencement Date”).

 

The Leased Space shall be deemed ready foroccupancy when Landlord has substantially completed the work described in Exhibit ”B”attached hereto and the approved “Tenant’s Drawings” (if any, as hereinafterdefined), such work to be completed by Landlord, at its solecost and expense, in a good and workmanlike manner and in accordance with allapplicable laws. “Substantial Completion” shall mean such completion as shallenable Tenant to reasonably and conveniently use and occupy the Leased Spacefor the conduct of its business. Substantial Completion shall be deemed to havebeen achieved even though minor or insubstantial details of construction,mechanical adjustment or decoration remain to be performed, the non-completionof which does not materially interfere with Tenant’s use of the Leased Space orthe conduct of its business therein. The term (“Term”) of this Lease shall end 5years after the Commencement Date; provided, however, that if the CommencementDate is not the first day of the calendar month, the initial Lease Term shallextend to

 

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the last day of the calendar month 5 years after thefirst calendar month following the Commencement Date.

 

**3.****                                     ****Rent**

 

(a)                                  Definitions

 

(i) ”Tenant’sProportionate Share” shall mean (1) with respect to Real Estate Taxes, andthose Operating Expenses not described in clause (ii) below, includingwithout limitation, insurance premiums, common area janitorial costs, commonarea electrical costs, common area natural gas costs, window washing,extermination service, grounds maintenance, snow plowing, alarm monitoring (andrelated telephone charges), plant care, and park common area charges (allocableto the Building), 6.40%, being the ratio of Tenant’s rentable area (7,277square feet) to the total amount of rentable area (113,702 square feet)available in the Building, whether occupied or not, and (2) with respectto janitorial costs for occupied usable areas, supplies, trash disposal, waterand sewer charges, maintenance and management fees, the ratio, expressed as apercentage, of Tenant’s rentable area (7,277 square feet) to the weightedaverage number of rentable square feet occupied by all tenants during theapplicable year.

 

(ii) ”RealEstate Taxes” shall mean all taxes and assessments levied, assessed or imposedat any time by any governmental authority upon or against the Building and theland upon which the Building is situate, and also any tax or assessment levied,assessed or imposed at any time by any governmental authority in connectionwith the receipt of income or rents from said Building or land, net income andexcess profit taxes, only to the extent that the same shall be in lieu of (and/orin lieu of an increase in) all or a portion of any of the aforesaid taxes orassessments upon or against the said Building and/or land. There shall beexcluded from the term “Real Estate Taxes” all net excise, franchise, estate,succession and inheritance taxes, penalties due to Landlord’s lateness orfailure to pay taxes when due and transfer taxes imposed on Lessor.

 

(iii) ”OperatingExpenses” shall mean that part of any and all expenses reasonably incurred byLandlord in connection with its ownership, maintenance and operation of theBuilding, the land upon which the Building is situate, excluding Real EstateTaxes and interest or amortization payments on any mortgage, but including,without limitation, electricity (other than as billed directly to tenants basedon usage), insurance maintained on the Building which, in Landlord’s judgment,shall be necessary, all direct and indirect labor costs, management fees(provided, however, that if management fees are paid to any affiliate ofLandlord, then the amount thereof to be included in Operating Expenses shallnot exceed such amount as is customarily charged for similar services renderedto comparable buildings in the geographical market within which the Center islocated), legal and advertising expense, service contracts and supplies used inconnection with the cleaning, operating, labor and maintenance of the Building,all repairs and decorating required to be performed by Landlord as provided forin this Lease (other than “Landlord’s Work” as defined herein), common areamaintenance and snow removal, building supplies, equipment, purchases andmaintenance, all charges for the entire Building (including leaseable portionsas well as nonleaseable portions) for steam, oil, gas (or other fuel) and water(including sewer rentals and including any taxes on such utilities) (unlesssuch steam, oil, gas, fuel and/or water is billed directly to tenants based onusage), removal of trash, rubbish, garbage and refuse, the cost of operating orleasing an identification sign or signs for the Building, repair andmaintenance of paving, curbs, walkways, maintenance, repair and replacement ofdirections or other signs, drainage, maintenance of fire sprinkling systems (ifany), and such other expenses as Landlord may deem necessary and proper inconnection with the operation and maintenance of the Building, excluding anycosts which under generally accepted accounting principles are capitalexpenditures; provided, however; that Operating Expenses shall also include theannual amortization (over the anticipated useful life) of a capital improvementfalling within the following categories; (i) a labor saving device orimprovement which is intended to reduce or eliminate any other component ofOperating Expenses; (ii) an installation or improvement required by reasonof any law, ordinance or regulation, which requirement did not exist on thedate of this Lease and is generally applicable to similar office buildings; (iii) aninstallation or improvement which directly enhances safety of tenants in theBuilding or Center generally (collectively, “Included Capital Items”).

 

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(iv)                              Notwithstanding the provisions of Section 3(a)(iii) above,“Operating Expenses” shall not include expenditures for any of the following: (1) exceptto the extent as expressly permitted under Section 3(a)(iii) above,capital expenditures (as determined in accordance with (GAAP), includingwithout limitation any capital addition made to the Building other thanIncluded Capital Items, including the cost to prepare space for occupancy by anew tenant; (2) any amounts paid by Landlord’s insurance, includingwithout limitation repairs or other work occasioned by fire, windstorm or otherinsured casualty or hazard; (3) leasing commissions, advertising and otherexpenses incurred in leasing or procuring new tenants, and expenses ofrenovating space for tenants; (4) repairs or rebuilding necessitated bycondemnation to the extent that Landlord has received condemnation or similar proceedsfor such repairs or rebuilding; (5) depreciation and amortization of the Building (other than for IncludedCapital Items); (6) Real Estate Taxes; (7) the salaries and benefitsof executive officers of Landlord, if any; (8) debt service payments onany indebtedness applicable to the Center or Building, including any mortgagedebt, or ground rents payable under any ground lease for the Center orBuilding; (9) any direct or indirect management fee or administrative feeexcept for the management fee specifically referred to in Section 3(a)(iii) above;(10) any charge for Landlord’s overhead or profit; (11) charges for anyrepair of defects in construction covered by contractors’ warranties; (12) employeebenefits of maintenance personnel; (13) remediation of hazardous substancesrequired under applicable law and not caused by the act or omission of Tenant,its agents and invitees; (14) expensesrelated to off-site maintenance or managerial personnel or facilities; (15) anyadvertising or marketing service organized by Landlord or other tenants of theCenter or Building; (16) any amount paid by another tenant other than suchtenants’ payment of their share of Operating Expenses; (17) damage awards orsettlement amounts paid by Landlord relating to claims against Landlord for thenegligence or intentional misconduct of Landlord, including, withoutlimitation, attorney’s fees and disbursements; (18) costs incurred by Landlorddue to violations by Landlord of the terms and conditions of any lease; (19)costs incurred for any item to the extent of Landlord’s recovery under amanufacturer’s, materialmen’s, vendor’s or contractor’s warranty, if any; (20)costs of acquisition of sculpture, paintings or other objects of art; (21)services provided to individual tenants of the Center or Building other thanTenant; (22) costs incurred in constructing any new improvements to the Centeror Building, or in expanding, or constructing additions to or replacements of,the Center or Building. In the event of any dispute as to whether an itemrepresents an expense or a capital item, GAAP shall be determinative andbinding on the parties.

 

(b)                                 Tenant shall pay Landlord the minimum annualrent (“Minimum Annual Rent”) as listed below on the first day of each calendar monthin advance, the first full monthly installment to be paid at the signing ofthis Lease. If the Commencement Date is not the first day of a calendar month,rent from the Commencement Date to the first day of the following month shallbe apportioned at the Minimum Annual Rent rate for the initial year (based on a365-day year) and shall be paid, in addition to the first full monthlyinstallment, on or before the Commencement Date. All rent shall be payable, inadvance, and without prior notice or demand, at the address of Landlord setforth in the heading of this Lease or such other place, or to such other personas Landlord may from time to time direct.

 
| **Month/Years** | ** ** | **Minimum  Annualized Rent** | ** ** | **Monthly  Installment** | ** ** |
|-----------------|------------|------------------------------|------------|--------------------------|------------|
|            |       |                         |       |                     |       |
| Month 1         |       | $                            | 00.00      |                     | $          | 00.00 |   |
| Months 2-12     |       | $                            | 87,324.00  |                     | $          | 7,277.00 |   |
| Month 13        |       | $                            | 0.00       |                     | $          | 00.00 |   |
| Months 14-24    |       | $                            | 90,962.50  |                     | $          | 7,580.21 |   |
| Month 25        |       | $                            | 00.00      |                     | $          | 00.00 |   |
| Months 26-36    |       | $                            | 98,239.50  |                     | $          | 8,186.63 |   |
| Year 4          |       | $                            | 109,155.00 |                     | $          | 9,096.25 |   |
| Year 5          |       | $                            | 123,709.00 |                     | $          | 10,309.08 |   |

 

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(c)                                  In addition, Tenant shall pay to Landlord asAdditional Rent in equal monthly installments one twelfth (1/12) of Tenant’sProportionate Share of annual Real Estate Taxes and Operating Expenses for theBuilding, at the time of payment of each monthly installment of Minimum AnnualRent, based upon the most recent costs of Operating Expenses and Real EstateTaxes available. For the period from the Commencement Date until the issuanceof a statement pursuant to subparagraph 3(d) below, such monthlyinstallment shall be equal to $6.86 multiplied by 7,277 square feet, being theTenant’s rentable area, divided by 12.

 

(d)                                 Within ninety (90) days of the expiration ofeach calendar year Landlord shall furnish Tenant with a written statement ofthe actual Operating Expenses and Real Estate Taxes incurred for such year. Within ten (10) days of therendition of such statement, Tenant shall pay any amounts in excess of thosecollected pursuant to the payments on account of Real Estate Taxes andOperating Expenses pursuant to paragraph 3(c) exclusive of electricity andnatural gas billed separately pursuant to Paragraph 4(c) below hereof. Inthe event the first and/or last years of the Term of this Lease shall not befull calendar years, then Tenant’s obligation for Operating Expenses and RealEstate Taxes attributable to such years shall be prorated. In the event thetotal of the amounts paid by Tenant for such calendar year is in excess of theactual Operating Expenses and Real Estate Taxes incurred for such year, Landlord shall promptly refund orcredit such excess to Tenant. If Landlord shall receive a refund of any portionof the Real Estate Taxes for which Tenant has previously paid Tenant’sProportionate Share, Landlord shall credit against future payments due from Tenant for its Proportionate Share of Real Estate Taxes an amount equalto Tenant’s Proportionate Share of the net refund received by Landlord afterdeducting all costs and expenses (including, but not limited to, reasonableattorneys’ and appraisers’ fees) expended or incurred in obtaining such refund.

 

**4.****              Additional Rent**

 

Tenant shall pay to Landlord as “Additional Rent”(in addition to sums payable)

 

(a)                                  **Expenses Incurred by****Landlord as a Result****of Tenant’s Default.** All sums which may become due by reason ofTenant’s failure to comply (subject to applicable notice and cure periods) withany of the terms, conditions and covenants of this Lease to be kept andobserved by Tenant, and any and all reasonable damages, costs and expenses(including without limitation thereto reasonable attorney’s fees) whichLandlord actually suffers or incurs by reason of any default of Tenant (subjectto applicable notice and cure periods) and any damage to the Building or thereal estate of which the Building is a part caused by any act or omission ofTenant, together with interest from the due date of such payment without regardto any notice or cure periods to the date of payment (whether before or after entry of judgment and issuance ofexecution thereon) at a rate equal to the greater of twelve (12%) percent orfive (5%) percent above theprime interest rate (or similar rate if the prime interest rate is no longerpublished) of Wachovia Bank or its successor, in effect during the period saidpayment is due (“Default Rate”)

 

(b)                                 **Use and Occupancy Taxes.**All use and occupancy taxes imposed by any governmentalbody allocable to the Leased Space 

 

(c)                                  **Utilities.**All charges for heat, gas, water, electric or sewage disposal for the LeasedSpace, whether billed directly by the providers of the same to Tenant, or byLandlord as the owner of the Building, provided that if such charges are billedby Landlord as the owner of the Building, then such charges shall not exceedthe charges charged to Landlord by the utility providers.

 

**5.****              Negative Covenants of Tenant**

 

Tenant will not:

 

(a)                                  damage the LeasedSpace or any other part of the Building;

 

(b)                                 bring into or permitto be kept in the Leased Space any dangerous, explosive, or obnoxioussubstances;

 

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(c)                                  except in the ordinary course of Tenant’sbusiness, have property of substantial size or quantitydelivered to or removed from the Leased Space without first making arrangementsreasonably satisfactory to Landlord;

 

(d)                                 bring into the Leased Space or use anyfurniture or equipment that might be harmful thereto or harmful or annoying toothers in the Building; 

 

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

 

(f)                                    manufacture any commodity or prepare ordispense any food or beverages in the Leased Space, except for consumption inLeased Space by Tenant, its employees or invitees; or

 

(g)                                 do or suffer to be done, any act, matter orthing objectionable to the fire insurance companies or Board of Underwriterswhereby the fire insurance or any other insurance now in force or hereafter tobe placed on the Leased Space or the Building or Center shall become void orsuspended, or whereby the same shall be rated as a more hazardous risk than atthe Commencement Date. Tenant agrees to pay to Landlord as Additional Rent, anyand all increase in premiums for insurance carried by Landlord on the LeasedSpace, or on the Building, caused in any way by the occupancy of Tenant.

 

**6.****             ****Late Payment**

 

If any payment required byTenant under any of the terms hereof shall not be paid on the date it is due,Tenant shall, upon demand, pay a late charge to Landlord equal to the greaterof (a) Fifty ($50.00) Dollars or (b) $.06 for each dollar so due andsuch late charge shall be deemed Additional Rent for purposes of this Lease.Notwithstanding the foregoing Landlord shall waive the late charges twice inany twelve (12) month period if Tenant cures such non-payment within ten (10) daysafter written notice from Landlord.

 

**7.****             ****Construction of Leased Space**

 

Landlord shall, without costto Tenant, complete that portion of the construction and other items of work inthe Leased Space described as “Landlord’s Work” (as hereinafter defined) in Exhibit ”B”attached hereto.

 

Tenant shall, without costto Landlord, furnish the drawings and specifications as Landlord may require tocomplete the Landlord’s Work, (“Tenant’s Drawings”) and as may be described in Exhibit ”C”attached hereto. If, at Tenant’s request and with Tenant’s prior writtenapproval, Landlord performs any items of work or furnishes any materials whichit is not required to perform or furnish hereunder, Tenant shall pay Landlordfor such additional work and materials, at such reasonable rates as Landlordmay charge. If Tenant’s Drawings have not been attached hereto upon executionhereof, Tenant shall pay Landlord 1/360th of Minimum AnnualRent and Additional Rent payable hereunder for each day of delay in deliveringTenant Drawings beyond ten (10) business days from the date hereof. SuchTenant Drawings when completed shall be initialed for identification byLandlord and Tenant and be attached as Exhibit ”C” to this Lease when soinitialed.

 

Within thirty (30) daysafter the Commencement Date, Tenant shall give Landlord a written list (the “FinalPunch List”) of all contended defects, if any, in Landlord’s construction workand of all contended variances in Landlord’s Work from the requirements hereof.Any and all such defects and variances not set forth in the Final Punch Listshall be conclusively deemed to be waived by Tenant. Landlord shall correct allitems on the Final Punch List that constitute valid defects or variances withinsixty (60) days after Landlord’s receipt of the Final Punch List, unless thenature of the defect or variance is such that a longer period of time isrequired to repair or correct the same, in which case Landlord shall exercisedue diligence in correcting such defect or variance at the earliest possibledate and with a minimum of interference with the operation of Tenant. Anydisagreement that may arise between Landlord and Tenant with respect to whetheran item on the Final Punch List constitutes a valid

 

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defect or variance shall be conclusively resolved bythe decision of Landlord’s architect exercising reasonable discretion.  By occupying the Leased Space as aTenant, or by installing fixtures, facilities or equipment or by performingfinishing work,**Tenant shall be conclusively deemed to haveaccepted the same and to have acknowledged that the Leased Space is in thecondition required by this Lease, except as to any defects or variances setforth in the Final Punch List.

 

**8.****             ****Tenant’s Alterations**

 

Tenant shall make noalteration, additions or improvement (“Tenant Improvements”) to the LeasedSpace without the consent of the Landlord, which shall not be unreasonablywithheld, conditioned or delayed; provided, however, Tenant may make cosmeticor decorative alterations to the Leased Space which do not affect the structureor systems of the Building and are not visible outside the Leased Space withoutthe consent of Landlord.  If Landlordconsents to such Tenant Improvements it may impose such conditions with respect thereto as Landlord deemsreasonably appropriate, including, without limitation, requiring Tenant tofurnish Landlord with reasonable evidence of the availability of finds to payall cost to be incurred in connection with such work, insurance, and copies ofthe plans, specifications and permits necessary for such work. TenantImprovements shall be done at Tenant’s expense by employees of or contractors hiredby Landlord, except to the extent that Landlord gives prior written consent tothe Tenant to hire its own contractors, which shall not be unreasonablywithheld, conditioned or delayed in connection with work not affecting thestructure or systems of the Building, Tenant shall promptly pay to Landlord, orto Tenant’s contractors, as the case nay be, the cost of all such work, andshall pay to Landlord in addition thereto Landlord’s standard hourly chargesfor the involvement of employees or Landlord or its affiliate in reviewingplans and inspecting the work to reimburse Landlord for all overhead, generalconditions, fees and other expenses arising from Landlord’s involvement withsuch work. All Tenant Improvements shall be done in a first class, workmanlikemanner and shall comply with all insurance requirements and all applicablelaws, ordinances, rules and regulations of governmental authorities havingjurisdiction thereover, and if performed by Tenant’s contractors hired withLandlord’s consent, with all reasonable requirements of Landlord imposed as a condition of such consent.

 

All Tenant Improvementsshall become a part of the Leased Space when made and shall remain upon and besurrendered with the Leased Space at the end of the Term, provided, however, ifprior to the installation of a Tenant Improvement, Landlord so directs bywritten notice to Tenant, that upon termination of this Lease, Tenant shallpromptly remove said Tenant Improvement which was so designated by Landlord insaid written notice to Tenant.  Tenantshall repair any damage occasioned by such removal, and, in default thereof,Landlord may effect said removal and repairs at Tenant’s expense.  Any property left in the Leased Space by theTenant shall be deemed to have been abandoned; Landlord may dispose of suchproperty at Tenant’s expense and without notice to Tenant.

 

**9.****             ****Mechanic’s Liens**

 

Prior to Tenant performingany construction or other work on or about the Leased Space for which a liencould be filed against the Leased Space or the Building, Tenant shall enterinto a written waiver of liens agreement with the contractor who is to performsuch work, and such written agreement shall be filed, in accordance with theMechanics’ Lien Law of the state where the Building is located prior to thecommencement of such work. Notwithstanding the foregoing, if any mechanics’ orother lien shall be filed against the Leased Space or the Building purportingto be for labor or material furnished or to be furnished at the request of theTenant, then Landlord shall notify Tenant of such lien and Tenant shall havethirty (30) days to contest (with Landlord’s reasonable cooperation) thevalidity of such lien.  If Tenant isunsuccessful in contesting the validity of such lien with in said thirty (30) day period then Tenant shall at its expense cause such lien to be dischargedof record by payment, bond or otherwise, within forty (40) days after thefiling thereof.

 

If Tenant shall fail tocause such lien to be discharged by payment, bond or otherwise within suchperiod, Landlord may cause such lien to be discharged by payment, bond orotherwise, without investigation as to the validity thereof or as to anyoffsets or defenses thereto, and Tenant shall, upon demand, reimburse Landlordfor all reasonable amounts paid and cost incurred, including reasonable

 

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attorneys’ fees, in having such lien discharged ofrecord.

 

**10.****      ****Condition of Leased Space; Compliance with Laws**

 

(a)                                  Tenant acknowledges and agrees that, exceptas expressly set forth in this Lease, there have been no representations orwarranties made by or on behalf of Landlord with respect to the Leased Space orthe Building or with respect to the suitability of either for the conduct ofTenant’s business.  The taking possessionof the Leased Space by Tenant shall conclusively establish that the LeasedSpace and the Building were at such time in satisfactory condition, order andrepair as required by Paragraph 2 hereof, subject to the provisions respectingthe Final Punch List in Paragraph 7 hereof.

 

(b)                                 Tenant, at its sole cost and expense, shallcomply with all laws, statutes, rules and regulations, now existing orhereafter enacted which relate to Tenant’s particular use of the Leased Space.  Except as provided in the immediatelypreceding sentence, Landlord shall comply with all laws, statutes, rules andregulations, now existing or hereafter enacted which relate to the Center, theBuilding, the common areas, and/or the land on which the Center, the Buildingand/or common areas are situated.

 

**11.****      ****Building Services**

 

Landlord shall provide,during normal business hours, five (5) days a week, all heat, light, electricity, air conditioning, restroomfacilities and janitorial services, all as are commercially reasonable, andprovided Tenant is not**in default under any of the provisions of this Lease.  It is understood that this is a “triple net”lease, with rent paid to Landlord.  Notwithstandingthe foregoing, Tenant shall have access to the Leased Space on a 24 hours perday, 7 days per week basis and Landlord shall provide heat, light, electricity,air conditioning and restroom facilities during those hours, provided, however,that Landlord shall not be obligated to provide maintenance services, includingwithout limitation, janitorial, repairs, and snow removal other than during normalbusiness hours.

 

Landlord shall not be liablein damages or otherwise for temporary delay or failure in furnishing anyservices or facilities to be provided by Landlord under this Lease or any otheragreement between Tenant and Landlord (or its agents) or implied by law.  In no event shall such delay or failureregardless of cause, constitute an eviction, disturbance of Tenant’s use andpossession of the Leased Space, authorize abatement of rent, relieve Tenantfrom performance of its obligations under this Lease, or result in terminationof this Lease.  Notwithstanding theforegoing, if such failure or delay was not caused by any act or omission byTenant or its agents and invitees, lasts for more than five (5) consecutive days and Tenant is unable to useall or substantially all of the Leased Space as a result of such failure ordelay, then Minimum Annual Rent and Additional Rent hereunder shall abate untilsuch time as Landlord restores such services or facilities to the level thatexisted prior to the commencement****of such delay or failure.

 

**12.****      ****Assignment and Subletting**

 

Tenant shall not, withoutthe prior written consent of Landlord, not to be unreasonably withheld, conditionedor delayed, assign or mortgage this Lease or any interest therein or sublet theLeased Space or any part thereof.  Forthe purpose of this paragraph, the sale or assignment of a controlling interestin the Tenant corporation or a majority interest in the Tenant partnership asthe case may be shall be deemed an assignment, but the assignment to a parentor wholly-owned subsidiary of the Tenant shall be permitted upon notice toLandlord but without Landlord’s consent, provided that such assignee assumesthe obligations of Tenant and that such assignment shall not relieve Tenant ofits obligations hereunder.  As to anyother assignment, Landlord agrees that it shall not unreasonably withhold,condition or delay its consent, provided that business of Tenant’s assignee orsubtenant is no more hazardous than that of Tenant, it being understood that it shall not beunreasonable for Landlord to require, as a condition of such consent: 

 

(a)                                  That any money or other economicconsideration received by Tenant as a result of such subletting or assignment, whether denominated as rent under thesublease or otherwise, which exceeds,

 

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in the aggregate, the total sums which Tenant isobligated to pay Landlord under this Lease (prorated to reflect obligationsallocable to that portion of the Leased Space subject to the sublease orassignment) shall be payable to Landlord as Additional Rent under this Leasewithout affecting or reducing any other obligation of Tenant hereunder; and

 

(b)                                 That Landlord shall not be obligated toconsent at any time when there exists comparable space available for lease inthe Center; and

 

(c)                                  Regardless of Landlord’s consent, nosubletting or assignment shall release Tenant of Tenant’s obligation or alterthe primary liability of Tenant to pay the rental and to perform all otherobligations to be performed by Tenant hereunder.  The acceptance of rental by Landlord from anyother person shall not be deemed to be a waiver by Landlord of any provisionhereof.  Consent to one assignment orsubletting shall not be deemed consent to any subsequent assignment orsubletting.  In the event of default byany assignee of Tenant or any successor of Tenant in the performance of any ofthe terms hereof, Landlord may proceed directly against Tenant without thenecessity of exhausting remedies against such assignee or successor.  Landlord shall not consent to subsequentassignment or subletting of this Lease or amendments or modifications to thisLease with assignees of Tenant, without notifying Tenant, or any successor ofTenant, and without obtaining its or their consent thereto, such consent not tobe unreasonably withheld or delayed.

 

**13.****      ****Access to Leased Space**

 

Landlord, its employees andagents shall have the right to enter the Leased Space at all reasonable timesfor the purpose of examining or inspecting the same, showing the same toprospective purchasers or mortgagees, or, during the last two hundred seventy (270)days of the Term hereof, to prospective tenants, of the Building and makingsuch alterations, repairs, improvements or additions to the Leased Space or tothe Building as Landlord may deem necessary or desirable or as are requiredhereunder.  Except in case of emergency,any such entry shall be after reasonable notice to Tenant.  Tenant shall provide Landlord with the namesand home phone numbers of at least three (3) of Tenant’s employees to beutilized by Landlord in the event of an emergency.  If a representative of Tenant shall not bepresent to open and permit entry into the Leased Space at any time when suchentry by Landlord is necessary or permitted hereunder, Landlord may enter bymeans of a master key (or forcibly in the event of any emergency) withoutliability to Tenant, except for the negligent acts or omissions of Landlord,its employees, agents, representatives and contractors, and without such entryconstituting an eviction of Tenant or termination of this Lease.  No locks or similar devices shall be attachedto any doors or windows in the Leased Space without the prior written consentof Landlord.

 

**14.****      ****Repairs**

 

(a)                                  Landlord shall make (i) all structuralrepairs and, at Landlord’s election, replacements, to the Center and Building, (ii) allrepairs and, at Landlord’s election, replacements, to the roof, exterior wallsand exterior windows and glass and to the common areas of the Center andBuilding, (iii) all repairs and replacements necessary to maintain theplumbing, air conditioning, heating, ventilation, electrical, sprinkler, and otherutility and mechanical systems, elevators, floors (excluding carpeting), and (iv) repairsand, at Landlord’s election, replacements, to all other items which constitutea part of the Leased Space and are installed or furnished by Landlord;provided, however that Landlord shall not be obligated for any such repairs orreplacements until the expiration of a reasonable period of time after writtennotice from Tenant that such repair is needed, but in no event longer thanthirty (30) days thereafter, or if such repairs or replacements are not capableof being completed within such 30-day period, than within such additionalreasonable amount of time as is necessary, provided Landlord has commenced suchrepairs or replacements during such 30-day period andproceeds thereafter with due diligence to complete such repairs orreplacements.  In no event shall Landlordbe obligated to repair any damage caused by an act, omission or negligence ofthe Tenant or its employees, agents, invitees, licensees, subtenants orcontractors.

 

(b)                                 Except as the Landlord is obligated forrepairs as provided above, Tenant shall make, at its sole cost and expense, allrepairs necessary to maintain the Leased Space and shall keep the Leased

 

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Space and the fixtures therein in neat and orderlycondition.  If the Tenant refuses orneglects to make such repairs, or fails to diligently prosecute the same tocompletion, following expiration of a reasonable time after Tenant’s receipt ofwritten notice from Landlord of the need therefor, Landlord may make suchrepairs at the expense of Tenant and the reasonable expense thereof shall becollectible as Additional Rent.  Any suchrepairs and any labor performed or materials furnished in, on or about theLeased Space shall be performed and furnished by Tenant in strict compliancewith all applicable laws, regulations, ordinances and requirements of all dulyconstituted authorities or governmental bodies having jurisdiction over theBuilding, the requirements of any board of underwriters having jurisdictionthereof, as well as any reasonable regulations imposed by Landlord pertainingthereto.  Tenant agrees that prior toperforming any work which will become permanently affixed to the Leased Space,Tenant shall provide Landlord with plans and specifications of its proposedimprovements for Landlord’s review and, if acceptable, its approval, whichshall not be unreasonably withheld, conditioned or delayed.  Tenant shall reimburse Landlord for Landlord’scost in reviewing said plans and specifications at the rate of $70 per hour.

 

(c)                                  Landlord shall not be liable by reason of anyinjury to or interference with Tenant’s business arising from the making of anyrepairs, alterations, additions or improvements in or to the Leased Space, orthe Building or Center or to any appurtenances or equipment therein.  Notwithstanding the foregoing, Landlord shallmake reasonable efforts to avoid unnecessary interference to Tenant’soperations in performing such repairs, alterations, additions or improvements,but such efforts shall not require Landlord to perform work outside normalbusiness hours.

 

**15.****      ****Termination and Extension**

 

It is hereby mutually agreedthat this Lease shall terminate at the end of the Term without notice.

 

**16.****      ****Surrender of Leased Space**

 

At the end of the Term ofthis Lease, Tenant shall surrender the Leased Space to Landlord, together withall alterations, additions and improvements thereto, in broom clean conditionand in good order and repair except for ordinary wear and tear and damage forwhich Tenant is not obligated to make repairs under this Lease, and damage fromcasualty or condemnation.  Subject toParagraph 9 hereof and if Tenant is not then in default under any of the termshereof, Tenant shall have the right at the end of the Term hereof to remove anyequipment, furniture, trade fixtures or other personal property placed in theLeased Space by Tenant, provided that Tenant promptly repairs any damage to theLeased Space caused by such removal.  Tenant shall repair all damage to the LeasedSpace caused by such removal and restore the Leased Space to the condition inwhich it was prior to the installation of the items so removed.  Tenant shall surrender the Leased Space toLandlord at the end of the Term hereof, without notice of any kind, and Tenantwaives all right to any such notice as may be provided under any laws now orhereafter in effect in Pennsylvania.  IfTenant shall fail to remove any of its equipment, furniture, trade fixtures orother personal property, Landlord may remove and store the same at the expenseof Tenant or sell the same on behalf of Tenant at public or private sale insuch manner as is commercially reasonable, with any proceeds thereof to befirst applied to the reasonable costs and expenses, including reasonableattorney’s fees, of the storage and sale and the payment of any amounts owedhereunder by the Tenant.

 

**17.****      ****Indemnification and****Insurance**

 

(a)                                  Tenant covenants and agrees that it shall,without notice or demand and at its own cost and expense, indemnify and saveharmless Landlord against and from, and Landlord not be liable to Tenant for,any and all claims by or on behalf of any person arising in any mannerwhatsoever from, out of or in connection with

 

(i)                                     the use and occupancy of the Leased Space byTenant, its agents, employees and invitees,

 

(ii)                                  any failure by Tenant to perform any of theterms or conditions of this Lease

 

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required to be performed by Tenant,

 

(iii)                               any failure by Tenant to comply with anystatutes, regulations, ordinances or orders of any governmental authority, or

 

(iv)                              any accident, death, injury, or damage, lossor theft of property in or about the Leased Space (whether involvingproperty belonging to Tenant or any other person) resulting from any causewhatsoever, except to the extent such accident, death, injury, damage, loss ortheft is caused by the negligent act or omission of the Landlord, its agents,employees, contractors or invitees, and from and against all reasonable costs,reasonable attorney fees, expenses and liabilities incurred in or as a resultof any such claim or action or proceeding brought against Landlord by reason ofany such claim. Tenant, upon notice from Landlord covenants to resist or defendsuch action or proceeding by legal counsel reasonably satisfactory to Landlord.

 

This provision of this Section 17(a) shallsurvive expiration or earlier termination of this Lease.

 

(b)                                 Tenant shall keep in force during the Termhereof public liability insurance with respect to the Leased Space, includingcontractual insurance with respect to****the covenants and agreements above, withcompanies with at least a Best rating of A10 and in form reasonably acceptableto the Landlord to afford protection of not less than One Million ($1,000,000)Dollars with respect to personal injury or death and property damage, andnaming the Landlord as an additional insured and providing thirty (30) days’notice of cancellation.  Certificates ofInsurance for such policies shall be delivered to Landlord.

 

(c)                                  Landlord covenants and agrees that it shall,without notice or demand and at its own cost and expense, indemnify and saveharmless Tenant against and from, and Tenant not be liable to Landlord for, anyand all claims by or on behalf of any person arising in any manner whatsoeverfrom, out of or in connection with

 

(i)                                     any work, including, without limitation, theLandlord’s Work, done, in, on or about the Leased Space, the Center, the Building,or the common areas of the Building or the Center, or any part of any of theforegoing, at the direction of or caused by Landlord, its employees, agents,representatives, contractors,

 

(ii)                                  any failure by Landlord to perform any of theterms or conditions of this Lease required to be performed by Landlord,

 

(iii)                               any failure by Landlord to comply with anystatutes, regulations, ordinances or orders of any governmental authority whichrelate to the Center, the Building, the common areas of the Building or theCenter, or any part of any of the foregoing, or

 

(iv)                              any accident, death, injury, or damage, lossor theft of property in or about the Leased Space, the Building, or the Center(whether involving property belonging to Tenant or any other person) resultingfrom any cause whatsoever, to the extent such accident, death, injury, damage,loss or theft is caused by the negligent act or omission of the Tenant, itsagents, employees, contractors or invitees, and from and against all reasonablecosts, reasonable attorney fees, expenses and liabilities incurred by Tenant inor as a result of any such claim or action or proceeding brought against Tenantby reason of any such claim.  Landlord,upon notice from Tenant covenants to resist or defend such action or proceedingby legal counsel reasonably satisfactory to Tenant.

 

This provision of this Section 17(c) shallsurvive expiration or earlier termination of this Lease.

 

(d)                                 Landlord shall keep in force during the Termhereof the following types and amounts of insurance with an insurer with atleast a Best rating of A10: (1) insurance on the Building against loss or damage by fire or other casualty withendorsements providing what is commonly known as all risk fire and extendedcoverage, vandalism and malicious mischief insurance, including loss of rentalcoverage, in an amount equal to one hundred percent (100%) of the replacementcost thereof with such deductible

 

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as Landlord from time to time may determine in a commerciallyreasonable manner; and (2) commercial general liability insurance in theminimum amount of one million dollars ($1,000,000.00) per occurrence and twomillion dollars ($2,000,000.00) general aggregate, with such deductible asLandlord from time to time may determine in a commercially reasonable manner.  The commercial general liability insurancepolicy shall provide coverage which will pay all sums any named and/oradditional insured shall be legally liable to pay as damages due to bodilyinjury (including death) or property damage.  Landlord’s insurance required hereunder shallnot cover any property with respect to which Tenant or other tenants areobliged to insure. Landlord shall have the right to insure and maintain theinsurance coverages set forth herein under blanket insurance policies coveringother properties owned, leased or operated by Landlord or its affiliates,provided the insurance requirements in this Lease are fulfilled and theinsurance coverage required hereunder is not diminished in any way.

 

(e)                                  As to any loss or damage which may occur uponthe property of a party hereto, such party hereby releases the other, to theextent of such damaged party’s insurance indemnities, from any and allliability for such loss or damage even if such loss or damage shall be broughtabout by the fault or negligence of such other party, or the agent or employeesof such other party; provided, however, that this release shall be effectiveonly with respect to loss or damage occurring during such time as theapplicable policies of insurance shall contain a clause to the effect that thisrelease shall not affect said policies or the right of the insured to recoverthereunder. If any policy does not contain such a clause, the insured partyshall, at the written request of the other party to this Lease, have such aclause added to said policy if an endorsement so providing is obtainable.

 

**18.****      ****Fire or Other Casualty**

 

(a)                                  If the Leased Space or the Building ispartially damaged by fire or other casualty, and insurance proceeds areavailable to Landlord, the damages shall be repaired by and at the expense ofLandlord and the rent, until such repairs shall be made, shall be apportionedand abated from the date of such fire or other casualty according to the part ofthe Leased Space which is usable by Tenant, in its reasonable judgment, for thepurposes contemplated herein, until the date on which Landlord completes therepairs of such damage. Landlord agrees to repair such damage, including theLandlord’s Work, within a reasonable period of time after receipt from Tenantof written notice of such damage, except that Tenant agrees to repair andreplace its own furniture, furnishings and equipment; provided, however, thatif Landlord has not completed such repairs within nine (9) months afterthe date of the fire or other casualty which has rendered all or substantiallyall of the Leased Space untenantable, then Tenant may terminate this Lease uponwritten notice to Landlord delivered prior to the expiration of such nine (9) monthperiod.

 

(b)                                 If the Leased Space is totally damaged or isrendered wholly untenantable by fire or other casualty and if Landlord shalldecide not to restore or not to rebuild the same, or if the Building shall beso damaged that Landlord shall decide to demolish it or not to rebuild it, thenor in any such event Landlord shall, within thirty (30) days after such fire orother casualty, give Tenant written notice of such decision, and thereupon theTerm of this Lease shall expire by lapse of time upon the third (3rd) day after such notice is given, and Tenantshall vacate the Leased Space and surrender the same to Landlord in accordancewith the terms hereof. Upon the termination of this Lease under the conditionshereinbefore provided, Tenant shall have no liability for Minimun Annual Rent,and Additional Rent accruing after the day of the casualty. If Landlord electsto restore or rebuild the Leased Space or the Building in the event of a fireor other casualty under this Section 18(b), then Landlord agrees toperform such restoration or rebuilding, including the Landlord’s Work, within a reasonable period of time after the date of such fire or othercasualty, except that Tenant agrees to repair and replace its own furniture,furnishings and equipment; provided, however, that if Landlord has notcompleted such restoration or rebuilding within nine (9) months after thedate of the fire or other casualty, then Tenant may terminate this Lease uponwritten notice to Landlord delivered prior to the expiration of the nine (9) monthperiod.

 

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**19.****      ****Condemnation**

 

If the Leased Space or theBuilding or any material part of either shall be condemned for public use, thenand in that event, upon the vesting of title to the same for such public use,this Lease shall terminate, anything herein contained to the contrarynotwithstanding, except that Tenant shall have the right to prove and collectthe value of the trade fixtures installed by it, including moving expenses.  In the event of such termination of thisLease, all rent paid in advance shall be apportioned as of the date of suchtermination.  Notwithstanding theforegoing, if only a part of the Leased Space shall be so taken and the partnot so taken shall be sufficient for the operation of Tenant’s business, inTenant’s reasonable judgment, Tenant, at its election, may retain the part notso taken and there shall be a proportional reduction in the rent.  All compensation awarded or paid upon such atotal or partial taking of the Leased Space shall belong to and be the propertyof the Landlord without any participation by the Tenant, provided, however,that nothing contained herein shall be construed to preclude the Tenant formprosecuting any claim directly against the condemning authority in suchcondemnation proceedings for loss of business, or depreciation to, damage to,or cost of removal of, or for the value of stock, trade fixtures, furniture,and other personal property belonging to the Tenant; provided, however, that nosuch claim shall diminish or otherwise adversely affect the Landlord’s award orthe award of any mortgagee.

 

**20.****      ****Estoppel Certificates**

 

At any time, and from timeto time, upon the written request of Landlord or any “Mortgagee” (as defined insection 29 hereof), Tenant, within ten (10) business days of the dateof such written request, agrees to execute and deliver to Landlord and/or suchMortgagee, a written statement: (a) ratifying this Lease; (b) confirmingthe commencement and expiration dates of the Term of this Lease; (c) certifyingthat Tenant is in occupancy of the Leased Space, and that the Lease is in fullforce and effect and has not been modified, assigned, supplemented or amendedexcept by such writings as shall be stated; (d) certifying that allconditions and agreements under this Lease to be satisfied or performed byLandlord have been satisfied and performed except as shall be stated; (e) certifyingthat Landlord is not in default under the Lease and there are no defenses oroffsets against the enforcement of this Lease by Landlord, or stating thedefaults and/or defenses claimed by Tenant; (f) reciting the amount ofadvance rent, if any paid by Tenant and the date to which such rent has beenpaid; (g) reciting the amount of security depositedwith Landlord, if any; and (h) any other information which Landlord or theMortgagee shall reasonably require.  Thefailure of Tenant, after signed receipt, to execute, acknowledge and deliver toLandlord and/or any Mortgagee a statement in accordance with the provisionsherein within the period set forth herein shall constitute an acknowledgment byTenant which may be relied upon by any person holding or intending to acquireany interest whatsoever in the Leased Space or the Building that this Lease hasnot been assigned, amended, changed or modified, is in full force and effectand that the Minimum Annual Rent, and Additional Rent have been duly and fullypaid not beyond the respective due dates immediately preceding the date of therequest for such statement and shall constitute as to any persons entitled torely on such statements a waiver of any defaults by Landlord or defenses oroffsets against the enforcement of this Lease by Landlord which may exist priorto the date of the written request, and Landlord, at its option, may treat suchfailure as an event of default.

 

**21.****      ****Default**

 

The occurrence of any of thefollowing shall constitute an event of default and breach of this Lease byTenant:

 

(a)                                  Failure of Tenant to take possession of theLeased space within ten (10) days after the Commencement Date.

 

(b)                                 The vacation or abandonment of the LeasedSpace by Tenant.

 

(c)                                  A failure by Tenant to pay, when due, anyinstallment of rent hereunder or any such other sum herein required to be paidby Tenant where such failure continues for ten (10) days after Tenant’sreceipt of written notice from Landlord.

 

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(d)                                 A**failure by Tenant to observe and perform anyother terms or conditions of this Lease to be observed or performed by Tenant,where such failure continues for thirty (30) days after Tenant’s receipt ofwritten notice thereof from Landlord to Tenant.

 

(e)                                  The making by Tenant of any assignment forthe benefit of creditors; an adjudication that Tenant is bankrupt, insolvent,or unable to pay its debts; the filing by or against Tenant of a petition inbankruptcy or of a petition for reorganization or arrangement under any lawrelating to bankruptcy (unless, in the case of a petition filed against Tenant,the same is dismissed within sixty (60) days after the filing thereof); theappointment of a trustee or receiver to take possession of substantially all ofTenant’s assets located in the Leased Space or of Tenant’s interest in thisLease (unless possession is restored to Tenant within thirty (30) days aftersuch appointment); or the attachment, execution or levy against, or otherjudicial seizure of, substantially all of Tenant’s assets located in the LeasedSpace or of Tenant’s interest in this Lease (unless the same is dischargedwithin thirty (30) days after issuance thereof).

 

**22*.******      *****Remedies**

 

Upon the occurrence****of any event of default:

 

(a)                                  Landlord may perform for the account ofTenant any such act, the omission of which constituted a default by Tenant andimmediately recover as Additional Rent any expenditures reasonably made and theamount of any obligations reasonably incurred in connection therewith, plusinterest at the Default Rate from the date the obligations are incurred byLandlord until payment therefor to Landlord, whether before or after entry of judgmentand issuance of execution thereon.

 

(b)                                 Landlord may accelerate all Minimum AnnualRent and Additional Rent due for the balance of the Term of this Lease anddeclare the same to be immediately due and payable, provided, however, that theamounts described in this Section 22(b) are paid by Tenant withinthirty (30) days of demand, they shall be discounted to present value (as ofthe date of receipt) at the rate of Five Percent (5%);

 

(c)                                  In determining the amount of any futurepayments due Landlord relating to Operating Expenses and/or Real Estate Taxes, Landlord may make such determination based upon themost recent estimates of Operating Expenses and/or Real Estate Taxes available;

 

(d)                                 Landlord, at its option, may serve notice upon Tenant that this Lease and the then unexpired Term hereof shall ceaseand expire and become absolutely void on the date specified in such notice, tobe not less than ten (10) days after the date of such notice without anyright on the part of the Tenant to save the forfeiture by payment of any sumdue or by the performance of any term or condition broken; and, thereupon atthe expiration of the time limit in such notice, this Lease and the Term hereof,as well as the right, title and interest of the Tenant hereunder, shall whollycease and expire and become void in the same manner and with the same force andeffect (except as to Tenant’s liability) as if the date fixed in such noticewere the date herein granted for expiration of the Term of this Lease.Thereupon, Tenant shall immediately quit and surrender to Landlord the LeasedSpace, and Landlord may enter into and repossess the Leased Space by summaryproceedings, detainer, ejectment or other lawful means and remove all occupantsthereof and, at Landlord’s option, any property thereon without being liable toindictment, prosecution or damages therefor. No such expiration or terminationof this Lease shall relieve Tenant of its liability and obligations under thisLease, whether or not the Leased Space shall be relet;

 

(e)                                  Landlord may, at any time after theoccurrence of any event of default, re-enter and repossess the Leased Space andany part thereof and attempt in its own name, as agent for Tenant if this Leasenot be terminated, or on its own behalf if this Lease be terminated, to reletall or any part of the Leased Space for and upon such terms and to such personsand for such period or periods as Landlord, in its sole discretion, shalldetermine, including a term beyond the termination of this Lease; and Landlordshall not be required to accept any tenant offered by Tenant or observe anyinstruction given by Tenant about such reletting. For the purpose of suchreletting, Landlord may decorate or make

 

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repairs, changes, alterations or additions in or tothe Leased Space to the extent deemed by Landlord desirable or convenient; andthe reasonable cost of such decoration, repairs, changes, alteration oradditions shall be charged to and be payable by Tenant as Additional Renthereunder, as well as any reasonable brokerage and attorneys fees incurred byLandlord; and any sums collected by Landlord from any new tenant obtained shallbe credited against the balance of the rent due hereunder as aforesaid. Tenantshall pay to Landlord monthly, on the days when the rent would have beenpayable under this Lease, the amount due hereunder less the amount obtained byLandlord from such new tenant;

 

(f)                                    Landlord shall have the right of injunction,in the event of a breach or threatened breach by Tenant of any of the terms andconditions hereof, to restrain the same and the right to invoke any remedyallowed by law or in equity, whether ornot other remedies indemnities or reimbursements are herein provided. Therights and remedies given to Landlord in this Lease are distinct, separate andcumulative remedies; and no one of them, whether or not exercised by Landlord,shall be deemed to be in exclusion of any of the others.

 

**23.****      ****Confession of Judgment**

 

**IN THE EVENT OF ANY DEFAULT, TENANT HEREBY AUTHORIZES AND EMPOWERS ANYPROTHONOTARY OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT IN ANY ANDALL ACTIONS FOR RENT IN ARREARS OR TREATED AS IF IN ARREARS AND CHARGES,WHETHER OR NOT PAYABLE AS RENT, AND TO CONFESS JUDGMENT AGAINST TENANT FOR ALLARREARS OR SUCH SUMS TREATED AS IF IN ARREARS AND THE SAID CHARGES, AND FORINTEREST AND COSTS, TOGETHER WITH AN ATTORNEY’S COMMISSION OF TEN PERCENT (10%)OF THE AGGREGATE OF THE FOREGOING SUMS AND CHARGES.  SUCH AUTHORITY SHALL NOT BE EXHAUSTED BY ONEEXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED FROM TIME TO TIME AS OFTENAS ANY RENT IN ARREARS OR RENT TREATED AS IF IN ARREARS OR CHARGES FALL DUE ANDARE NOT PAID. SUCH POWERS MAY BE EXERCISED DURING AS WELL AS AFTER THE EXPIRATIONOR TERMINATION OF THE TERM AND DURING, AND AT ANY TIME, AFTER ANY EXTENSION ORRENEWAL OF THE TERM.**

 

**WHEN THIS LEASE SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN,EITHER DURING THE ORIGINAL TERM OR ANY RENEWALS OR EXTENSIONS THEREOF, AND ALSOWHEN AND AFTER THE TERM HEREBY CREATED OR, ANY RENEWAL OR EXTENSION THEREOFSHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY OF ANY COURT OF RECORDAS ATTORNEY FOR TENANT TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALLPERSONS CLAIMING UNDER TENANT, AND A JUDGMENT FOR THE RECOVERY BY LANDLORD OFPOSSESSION MAY ISSUE FORTHWITH WITHOUT ANY PRIOR WRIT OR PROCEEDINGSWHATSOEVER. IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED, ITSHALL BE CANCELED OR SUSPENDED AND POSSESSION OF THE LEASED SPACE REMAINS IN ORIS RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT UPON ANY SUBSEQUENTDEFAULT OR TERMINATION OF THIS LEASE, OR ANY RENEWAL OR EXTENSION HEREOF, TOBRING ONE OR MORE ACTIONS IN CONFESSION OF JUDGMENT FOR EJECTMENT ASHEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE LEASED SPACE. IF IN ANYACTION TO CONFESS JUDGMENT IN EJECTMENT, LANDLORD SHALL CAUSE TO BE FILED IN SUCHACTION AN AFFIDAVIT SETTING**

 

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**FORTH THE FACTSNECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT AND IF A TRUE COPY OF THIS LEASE(AND THE TRUTH OF THE COPY STATED IN SUCH AFFIDAVIT SHALL BE SUFFICIENT PROOF)BE FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS AWARRANT OF ATTORNEY,****ANY LAW, RULE OF COURT,CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. TENANT EXPRESSLY RELEASESTO LANDLORD, AND TO ANY AND****ALLATTORNEYS WHO MAY APPEARFOR****TENANT,****ALLERRORS IN THE SAID PROCEEDINGS, AND****ALL LIABILITY THEREFOR.TENANT EXPRESSLY WAIVES THE BENEFIT OF ALL LAWS, NOW OR HEREAFTER IN FORCE,EXEMPTING****ANYGOODS WITHIN THE LEASED SPACE ORELSEWHERE FROM DISTRAINT, LEVY OR SALE.**

 

**24.****       Waiver**

 

The failure****or delay on the part of Landlord to enforce or exercise at any time any of the terms and conditions of this Lease shall in no way be construed to be a waiver thereof, norin any way to affect the validity of this Lease or any part hereof, or theright of Landlord to thereafter enforce each and every such term or condition.No waiver by Landlord of any breach of this Lease shall be held to be a waiverof any other or subsequent breach. The receipt by Landlord of rent at a timewhen the rent is in default under this Lease shall not be construed as a waiverof such default. The receipt by Landlord of a lesser amount than the rent dueshall not be construed to be other than a payment on account of the rent thendue, nor shall any statement on Tenant’s check or any letter accompanyingTenant’s check be deemed an accord and satisfaction, and Landlord may accept such****payment without prejudice to Landlord’s rightto recover the balance of the rent due or to pursue any other remedies providedin this Lease. No act or thing done by this Lease shall be deemed any acceptanceor a surrender of the Leased Space, and no agreement to accept such a surrendershall be valid unless in writing and signed by Landlord.

 

**25.****      ****Quiet Enjoyment**

 

If and so long as Tenantpays the rent reserved hereunder and observes and performs all the terms andconditions on Tenant’s part to be observed and performed hereunder, Tenantshall and may peaceably and quietly have, hold and enjoy the Leased Space forthe entire Term hereof without hindrance or obstruction by Landlord or anyother person claiming by, through or under Landlord, subject to all of theprovisions of this Lease.

 

**26.****      ****Force Majeure**

 

Time periods for eitherparty’s performance of its respective obligations under any of the term of thisLease shall be extended for periods of time during which such party’sperformance is prevented due to circumstances beyond such party’s reasonablecontrol, including without limitation, strikes, embargoes and governmentalregulations, acts of God, war or other strife or delays in construction of theLeased Space, but in no event shall the provisions of this Section extendthe times for payment of Rent by Tenant when due under this Lease.

 

**27.****       Successors**

 

The respective rights andobligations provided in this Lease shall bind and shall inure to the partieshereto, and their successors and permitted assigns.

 

**28.****      ****Landlord’s Liability**

 

Landlord’s responsibilityunder this Lease shall be limited to its interest in the Leased Space and inthe Building, and no members of Landlord’s partnership shall be personallyliable hereunder.  Tenant agrees to looksolely to Landlord’s interest in the Leased Space and in the Building for thecollection of any judgment, and, in entering any such judgment, the person enteringthe same shall request the

 

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prothonotary to mark the judgment index accordingly.If the Leased Space or the Building is transferred or conveyed, Landlord shallbe relieved of all covenants and obligations under this Lease thereafter,provided that notice of said transfer or conveyance is given to Tenant byLandlord.

 

**29.****      ****Subordination**

 

Tenant agrees; (a) that,except as hereinafter provided, this Lease is, and all of Tenant’s rightshereunder are and shall always be, subject and subordinate to any mortgage,leases of Landlord’s property (in sale-leaseback) pursuant to which Landlordhas or shall retain the right of possession of the Leased Space (and/or theBuilding) or security instruments (collectively called “Mortgage”) that nowexist, or may hereafter be placed upon the Leased Space or the Building, or anypart thereof and all advances made or to be made thereunder and extensions thereof; and (b) thatif the holder of any such Mortgage (“Mortgagee”) or if the purchaser at anyforeclosure sale or at any sale undera power of sale contained in anyMortgage shall at its sole option so request, Tenant will, attorn to, andrecognize such Mortgagee or purchaser, as the case may be, as Landlord under this Lease for the balance then remaining of the term of this Lease, subject to all terms of thisLease; and (c) that theaforesaid provisions shall be self-operative and no further instrument ordocument shall be necessary unless required by any such Mortgagee or purchaser.Notwithstanding anything to the contrary set forth above, any Mortgagee may atany time subordinate its Mortgage to this Lease, without Tenant’s consent, byexecution of a written document subordinating such Mortgage to this Lease tothe extent set forth therein, and thereupon this Lease shall be deemed prior tosuch Mortgage to the extent set forth in such written document without regardto their respective dates of execution, delivery and/or recording and in thatevent, to the extent set forth in such written document such Mortgagee shall havethe same rights with respect to this Lease as though this Lease had beenexecuted and a memorandum thereof recorded prior to the execution, delivery andrecording of the Mortgage as though this Lease had been assigned to such Mortgagee.Should Landlord or any Mortgagee or purchaser desire confirmation of eithersuch subordination or such attornment, as the case may be, Tenant upon writtenrequest, and from time to time, will execute and deliver without charge and inform satisfactory to Landlord, to the Mortgagee or the purchaser allinstruments and/or documents that may be reasonably required to acknowledgesuch subordination and/oragreement to attorn, in recordable form within five (5) days following arequest therefor from Landlord. Tenant shall agree to any reasonable changes tothis Lease as may be required by a Mortgagee, which changes do not materiallyalter the non-economic terms, or alter inany way the economic terms, of this Lease. Notwithstanding the foregoing,Landlord shall request from Landlord’s Mortgagee a non-disturbance instrumentin favor of Tenant.

 

**30.****      ****Intentionally Deleted.**

 

**31.****       Rules and Regulations**

 

Tenant agrees to comply withthe reasonable rules and regulations established by Landlord for time totime, which Landlord agrees will be applied uniformly to all tenants. Theexisting rules and regulations are attached hereto as Exhibit ”D”.

 

**32.****       Governing Laws**

 

This Lease shall be governedby and construed in accordance withthe laws of the state in which the Building is located.

 

**33.****      ****Severability**

 

If any provisions of thisLease shall prove to be invalid, void or illegal, it shall in no way affect anyother provision hereof and the remaining provisions shall nevertheless remainin full force and

 

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effect.

 

**34.****      ****Holding Over**

 

If Tenant shall, with theconsent of Landlord, hold over after the expiration of the Term hereof, suchtenancy shall be deemed a month-to-month tenancy, which tenancy may beterminated as provided by applicable state law. During such tenancy, Tenantagrees to pay to Landlord monthly rent equal to one hundred fifty percent (150%) of the monthly rent payablefor the last month of the Term of this Lease, and to be bound by all the termsand conditions herein. 

 

**35.****      ****Notices**

 

All notices and statements required or permittedunder this Lease shall be in writing, delivered in person or sent by UnitedStates Certified Mail, postage prepaid, return receipt requested, by FederalExpress or other recognized overnight courier service, charges prepaid, or byhand delivery, addressed as follows: 

 
| As to Tenant:   |     | Longport, Inc.            |
|-----------------|----------|--------------------------------|
|            |     | Spring Valley Business Park    |
|            |     | 2 Braxton Way, Suite 111  |
|            |     | Concordville, PA 19331         |
|            |     | Attention: Michael Boyd, CEO   |
|            |     |                           |
| With a copy to: |     | Mark L. Silow, Esquire         |
|            |     | Fox Rothschild LLP             |
|            |     | 2000 Market Street, 10th Floor |
|            |     | Philadelphia, PA 19103         |
|            |     |                           |
| As to Landlord: |     | 4 Fellowship Drive Associates  |
|            |     | C/O The Hankin Group           |
|            |     | 707 Eagleview Boulevard        |
| * *        | * * | P.O. Box 562              |
|            |     | Exton, PA 19341                |

 

Notices shall be effective upon the earlier of (i) three (3) business days after mailing, (ii) one(1) business day after delivery to an overnight courier, or (iii) actualreceipt. Either party may at any time, in the manner set forth for givingnotices to the other, designate a****different address to which notices to itshall be sent. Notices may be sent by the respective counsel of Landlord andTenant.

 

**36.****      ****Brokers**

 

Landlord and Tenant eachrepresent and warrant to the other that neither Landlord nor Tenant has dealtwith any broker, firm, company or person in connection with the negotiation foror the obtaining of this Lease, other than J C Partners, Inc. (“Broker”),and each of Landlord and Tenant shall indemnify, defend and hold the other harmlessfrom and against any claim by any person (other than Broker) arising from thebreach of the aforesaid representation and warranty, including any reasonableattorneys fees or other reasonable expenses incurred by the indemnified partyin connection therewith. The commission to Broker shall be paid by Landlordpursuant to a separate agreement between Landlord and Broker.

 

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**37.****      ****Signs**

 

Tenant shall not, withoutthe prior written consent of Landlord, paint, place or erect any sign on theexterior doors or walls of the Leased Space or of****the Building or Center.

 

**38.****      ****Security Deposits**

 

Upon the execution of thisLease, Tenant agrees to deposit with Landlord, in addition to the first month’srent pursuant to Section 3(b) above, the additional sum of eleven thousand, four hundred thirty-sevendollars and 02/100 Dollars ($11,437.02) to be held by Landlord as securityfor the faithful performance of all the terms and conditions of this Lease (“SecurityDeposit”). If, during the Term of this Lease, the required monthly installmentsof Minimum Annual Rent and/or Additional Rent are increased, the amount of theSecurity Deposit shall be increased in proportion to such increase if Landlordso requests, and Tenant shall deposit with the Landlord the increase in theSecurity Deposit promptly upon demand therefor. Should the Tenant breach any of the terms and conditions of this Lease(subject to applicable notice and cure periods), Landlord shall have the right,at any time and from time to time, to apply the Security Deposit or any partthereof, for the purpose of curing any such default or for the purpose ofreimbursing Landlord for any damage or reasonable costs occasioned by suchdefault, but the right of Landlord to apply the Security Deposit shall not affectany other remedies available to Landlord under this Lease or under applicablelaw.  If the Security Deposit, or anypart thereof, is so applied by Landlord, Tenant shall within five (5) daysafter demand, deposit funds with Landlord to restore the Security Deposit, andfailure to do so shall constitute a default under this Lease.

 

If the Tenant shall havefaithfully complied with all the terms and conditions of this Lease, theSecurity Deposit (without interest) shall be refunded to Tenant within thirty(30) days after the expiration or sooner determination of this Lease; provided,however, that Tenant first shall have vacated the Leased Space and surrenderedpossession thereof to the Landlord by delivery of keys, in accordance with theLease provisions and shall have returned the Leased Space to Landlord in accordancewith the terms hereof.

 

Nothing herein containedshall require Landlord to hold the sums so deposited as a trust fund, norestablish any relationship other than that of debtor and creditor with respectto said funds so deposited.

 

If Landlord shall assign orotherwise transfer its interest in this Lease, Landlord shall have the right totransfer the Security Deposit to the assignee or other transferee of suchinterest (with like right of transfer to any subsequent assignee or othertransferee) and upon such transfer, Landlord shall be released and relievedfrom all liability and/or responsibility with respect to this Security Depositand/or the return or application thereof.

 

**39.****      ****Use of Information in Advertising**

 

Landlord and any agentemployed by Landlord shall be permitted, to utilize the name of Tenant and anyoccupant or user of the Leased Space, and, subject to the prior written approval of Tenant, othergeneral information about the Tenant and such occupant or user, and the termsof this Lease, in advertising and promotional material utilized by them.

 

**40.****      ****Captions**

 

The title to paragraphs ofthis Lease are for convenience of reference only, and are not to be construedas defining, limiting or modifying the scope or intent of any of the terms andconditions of this Lease.

 

**41.****      ****Entire Agreement**

 

This Lease contains allcovenants and agreements between Landlord and Tenant relating in any manner tothe rental, use and occupancy of the Leased Space and Tenant’s use of theBuilding and other

 

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matters set forth in this Lease. No prior agreementor understanding pertaining to the same shall be valid or of any force oreffect and the terms, covenants and conditions of this Lease shall not bealtered, modified or added to except in writing signed by Landlord and Tenant.

 

**42.****      ****Options To Renew**

 

So long as Tenant is not or has not been in default (subject toapplicable notice and cure periods) during the original Term of this Lease, andsubject and secondary to Deloitte Consultings’ right to expand into the Suite 111at the end of this original Term, Tenant shall have the option, exercisable bygiving Landlord written notice at least twelve (12) months prior to theexpiration of the original Term of this Lease to extend the Term of this Leasefor an additional period of five (5) years. In the event that Tenantfails to give such notices to Landlord in the way and manner herein provided,or fails to execute a lease renewal agreement in the manner described below,this Lease shall automatically terminate at the expiration of the then currentTerm, and Tenant shall have no further option to extend this Lease. The termsand conditions shall be upon the same terms and conditions as during theinitial five (5) year****Term, except that (i) this option to renew shall be eliminated,and (ii) the Minimum Annual Rent shall be increased to the then currentrate as established by Landlord in accordance with the following: Upon receiptof Tenant’s written notice that it is exercising an option to renew, Landlordshall tender to Tenant multiple counterparts of a lease renewal agreementsetting forth the new rent established by Landlord, taking into accountLandlord’s evaluation of all relevant factors, including without limitation therent being charged for comparable space in the Center, the length of therenewal term, the conditions of the space, Tenant’s relative financialstrength, and the desired tenant mix. Tenant shall perfect its renewal rightsby executing and returning to Landlord with thirty (30) days after receipt anexecuted counterpart of the lease renewal agreement. In the absence of Tenant’sexecution and delivery of the lease renewal agreement within such thirty (30)day period, Tenant’s right to renew shall terminate, and the Term of this Leaseshall expire at the end of the then current Term.

 

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**IN WITNESS WHEREOF,** the parties have caused this Lease to be duly executed the day andyear first above written, intending to be legally bound hereby.

 

 
|       | LANDLORD                                                                  |
|------------|---------------------------------------------------------------------------|
|       |                                                                      |
|       | **4 Fellowship Drive Associates,** a partnership                          |
|       |                                                                      |
|       |                                                                      |
|       | BY:   Hankin and Sons, a Limited  partnership              |
|       |                                                                      |
|       | BY:   Hankin and Sons, Inc.,  its general partnership |
|       |                                                                      |
|       |                                                                      |
|       | BY:                                                                       | /s/ [ILLEGIBLE] |   |
|       |                                                                      |   |   |
|       |                                                                      |   |   |
|       | DATE:                                                                     | August 25, 2004 |   |
|       |                                                                      |
|       |                                                                      |
|       | TENANT (Corporation)                                                      |
|       |                                                                      |
| ** ** | **Longport, Inc.**                                                   |
|       |                                                                      |
|       | a corporation organized and existing under the                            |
|       |                                                                      |
|       | laws of DELAWARE.                                                         |
|       |                                                                      |
|       |                                                                      |
| ATTEST:    | /s/ [ILLEGIBLE]                                                           |   | BY: | /s/ [ILLEGIBLE] |   |
|            |                                                                           |  |  |  |  |  |  |

 

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**List ofExhibits**

 

Exhibit ”A” – Plan

 

Exhibit ”B” – Landlord’s Work

 

Exhibit ”C” – Intentionally Omitted

 

Exhibit ”D” – Rules and Regulations

 

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| 2 BRAXTON  WAY                  |   |           | **THE  HANKIN GROUP**      |
|---------------------------------|--------|----------------|----------------------------|
| SPRING  VALLEY BUSINESS PARK    |   |           | Eagleview Corporate Center |
| CONCORD  TOWNSHIP, PENNSYLVANIA |   | (610) 458-1900 | 707 Eagleview Boulevard    |
| FIRST FLOOR  MARKETING PLAN     |   | FAX: 458-0764  | Exton, PA 19341            |

 

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**EXHIBIT B**

 

Exhibit B shall consist of the following:

 
| Exhibit B-1 |   | Dwg. CD-1 dated August 20, 2004                                          |
|------------------|--------|-------------------------------------------------------------------------------|
|             |   |                                                                          |
| Exhibit B-2 |   | Standard Specifications For Office Buildings At  Spring Valley Business Park. |

 

Where any conflicts exist between Exhibits B-1and B-2, in such cases Exhibit B-1 shall overrule Exhibit B-2.

 

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|                                                  |      |        | REVISIONS |
|-------------------------------------------------------|-----------|-------------|-----------|
|                                                       | TITLE:    | Project No: |      |
|                                                  | 14156.00  |        |
| FLOOR PLAN                                            | Scale:    |        |
|                                                  | N.T.S.    |        |
| PROJECT:                                              | Date:     | Drawing No: |
|                                                  | 08-20-04  | CD-1        |
| LONGPORT, 2  BRAXTON WAY, SPRING VALLEY BUSINESS PARK | Drawn By: |
|                                                  | EMF       |

 

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**Exhibit B-2**

 

**STANDARD SPECIFICATIONS FOR OFFICE BUILDINGS AT SPRING VALLEY BUSINESS PARK**

 

The following are standardspecifications for office buildings at Spring Valley constructed by theLandlord. Individual buildings may vary in some details as indicated on their specific working drawings.Landlord reserves the right to change these specifications without notice.Construction Drawings and specifications will be specifically prepared for eachleased space.

 

Design Services:       Tenant will be provided with the necessarylease plan layout and construction drawings for a “standard” tenant space bythe Landlord’s tenant planner at Landlord’s sole expense. Landlord will not beresponsible for construction schedule delays caused by Tenant’s failure toprovide necessary programming information to the tenant planner in a timelymanner, and as specifically requested in a schedulized format.

 

OFFICE ENTRY

 

Typical entry doors andframes shall be 8’-10” aluminum frames. Entrance doors from corridorshall be an 8’-8”, solid-core, stain-grade wood veneer door withtranslucent glass inserts.

 

Signage at corridor will belocated adjacent to and to the right of each entry door. The sign will consistof a suite number and Tenant’s name in the building-standard sign color format.

 

PARTITIONS

 

Standard Interior Partitions:  Standardinterior office partitions are to be 8’-10” in height, non-loadbearing, 3-5/8”metal studs (16”****o.c.), with 1/2” gypsum board on each side.All gypsum wallboard partitions shall be taped, bedded, floated, textured,sanded, and painted with two coats of water-base latex paint.

 

Two-inch (2”) thick soundattenuation board will be provided within all walls around conference rooms,with 3-1/2” thermal batts laid over ceiling at wall junction located suchthat two feet of batt is laying on each side of partition.

 

Standard Tenant DemisingWall Partitions:  Standard tenant separation partitions are tobe 3-5/8”, 25-gauge metal studs (16” o.c.)****with gypsum wallboard on each side of wall to underside of structure.Sound attenuation batts will be provided in all tenant demising walls.

 

Doors:  Allinterior doors shall be 7’-0” solid-core stain-grade birch doors withfreestanding aluminum frames.

 

Locksets:  Allentry hardware shall be Sargent 10 Line lever-handle. Tenant entry doors will

 

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be equipped with Ives door stops and silencers.

 

Latchsets:  Hardwareon interior doors shall be Schlage “Orbit”***-***type******door handle. Finish to be brushed aluminum.Hinges are to be McKinney (or equal) full-mortise steel hinges, prime coatedand ready for painting.

 

Additional Locksets:  Any locksets,other than those described above, shall be provided at Tenant’s request and atTenant’s expense.

 

Windows:  Windowblinds are to be provided by Landlord at all exterior windows. Blinds will beLevelor of equal.

 

Ceilings” 5/8” x 2’-0” x 4’-0”lay-in fissured mineral acoustic tile with exposed grid system.

 

Floor Finish:  Landlord’sstandard carpeting is Armstrong Commendation III level loop carpeting, 26 ounce(or equal). Standard vinyl tile is Armstrong VCT 1/8” x 12” x 12” (or equal). Upgrade floor coverings areavailable from Landlord’s tenant selection samples. All flooring upgrades areat Tenant’s expense.

 

Wall Finish:  Standardfinish will be two coats (one primer; one color coat) of latex paint asselected by Tenant from Landlord’s samples.

 

Air-Conditioning and Heating:  Officeareas shall be equipped with a complete, roof-mounted, summer and winter airconditioning and heating system based on the following performancespecifications (based on one person per 250 square feet with no heat-producingmachines):

 
| **When outside conditions are:** | ** ** | **Office conditions shall  be:** |
|----------------------------------|------------|----------------------------------|
|                             |       |                             |   |   |
| Summer:                          |       | 93 F (db) and 75 F (db)          |   | 75 F-18 F (db) | 50% R humidity |
| Winter:                          |       | 0 F                              |   | 70 F (db) | 20% R humidity |

 

Air-conditioning shall be specifically designed foreach space. Equipment shall be manufactured by Carrier, General Electric, Yorkor equal. Restrooms shall be equipped with exhaust fans to be outside per localcode requirements. Conference rooms may be equipped with exhaust fan to ceilingplenum as a Tenant upgrade and at Tenant’s expense.

 

Light Fixtures:  Allowances:Sufficient fixtures to provide an average lighting level of 65 foot candles(maintained at desk height).

 

Fixtures 2’-0” x 4’-0” recessedfluorescent fixture with acrylic lens. Fixtures to be placed over work areas.

 

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Convenience Receptacles:  Allowances:  1 for each 125 sq.ft. of leased area.

 

Wall type receptacles for120 volts supply shall be of 1.5-amp per outlet, 1 pole, 3-wiregrounding type.

 

Telephone:  Eachtenant must arrange for their telephone requirements directory with Verizon orshared tenant services provider. Telephone installation shall be scheduled andcoordinated by Tenant with Landlord at time of construction. Phone outletlocations can be indicated on construction documents at the request of Tenant.

 

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**Exhibit C**

 

 

**(Intentionally Omitted)**

 

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**Exhibit ”D”**

 

RULES AND REGULATIONS

 

1.                                       DEFINITIONS

 

Wherever in these Rules andRegulations the work “Tenant” is used, it shall be taken to apply to andinclude the Tenant and his agents, employees, invitees, licensees, subtenantsand contractors, and is to be deemed of such number and gender as thecircumstances require.  The word “room”is taken to include the space covered by the Lease. The word “Landlord” shallbe taken to include the employees and agents of Landlord.  Wherever terms of these Rules andRegulations conflict with terms of the Lease, the terms of the Lease shallgovern.

 

2.                                       OBSTRUCTION

 

The streets, sidewalks,entrances, halls, passages, elevators, stairways and other common areasprovided by Landlord shall not be obstructed by Tenant, or used by it for anyother purposes than for ingress and egress.

 

3.                                       WASHROOMS

 

Toilet rooms, water-closetsand other water apparatus shall not be used for any purposes other than those forwhich they were constructed.

 

4.                                       GENERAL PROHIBITIONS

 

In order to insure properuse and care of the Leased Space Tenant shall not:

 

(a)                                  Keep animals or birds in the rooms.

 

(b)                                 Use rooms as sleeping apartments.

 

(c)                                  Allow any sign, advertisement or notice to befixed to the outside of Building, or placed in a window, except as provided inthe Lease.

 

(d)                                 Make improper noises or disturbances of anykind so as to disturb other tenants or tend to injure the reputation of theBuilding or Center.

 

(e)                                  Mark or defile elevators, water-closets,toilet rooms, walls, windows, doors or any other part of the Building orCenter.

 

(f)                                    Place anything on the outside of theBuilding, including roof setbacks, window ledges, balconies and otherprojections; or drop anything from the windows, stairways or parapets; or placetrash or other matter in the halls, stairways, elevators or light wells of theBuilding.

 

(g)                                 Cover or obstruct any window, skylight, dooror transom in such a way that Landlord - supplied blinds are notvisible from the exterior of the Building.

 

(h)                                 Interfere with the heating or coolingapparatus.

 

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(i)                                     Leave rooms without locking exterior doors.

 

(j)                                     Install any shades, blinds, or awningswithout consent of Landlord.

 

(k)                                  Give its employees or other personspermission to go upon the roof of the Building without the written consent ofLandlord.

 

(l)                                     Place door mats in public corridors withoutthe consent of Landlord.

 

5.*                                      *BUSINESS MACHINES

 

Business machines andmechanical equipment which cause vibration, noise, cold or heat that may betransmitted to the Building structure or to any area outside the Leased Spaceshall be placed and maintained by Tenant, at its sole cost and expense, insettings of cork, rubber, or spring type vibration eliminators sufficient toabsorb and prevent such vibration, noise, cold or heat.

 

6.                                       MOVEMENT OF EQUIPMENT

 

Landlord reserves the rightto designate the time and the method whereby freight, small office equipment,furniture, safes and other like articles may be brought into, moved, or removedfrom the Building or rooms, and to designate the location for temporarydisposition of such items.

 

7.                                       RIGHTS RESERVED TO LANDLORD

 

Without abatement ordiminution in rent, Landlord reserves and shall have the following additionalrights:

 

(a)                                  To install and maintain a sign or signs onthe exterior of the Building.

 

(b)                                 During the last six (6) months of theterm if the Tenant vacates the Premises, to decorate, remodel, repair, alter orotherwise prepare the Premises for reoccupancy.

 

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