LEASE AGREEMENT

                            Executive Center Offices

This Lease, made this 30th day of April, one thousand nine hundred and ninety
nine (1999), between Executive Center Associates, a Pennsylvania General
Partnership ("Landlord") and InfoActiv, Inc., a Corporation ("Tenant").

      1. Demised Premises and Use. Landlord hereby rents to Tenant all of that
certain space ("Demised Premises") of the Executive Center Offices ("Building")
located at 999 West Chester Pike, West Chester, Pennsylvania as shown on a plan
attached hereto as Exhibit "A", consisting of approximately 3,660 square feet
(Suite #202). The Demised Premises includes all fixtures, improvements,
additions and other property installed herein at the Commencement Date, or at
any time during the term of the Lease (other than Tenant's moveable personal
property and trade fixtures), together with the right to use, in common with
others, the lobbies, entrances, stairways, sidewalks, parking lots, subject to
paragraph 5.1.8 hereof, and other public portions of the Building. The Demised
Premises shall be used and occupied for general office purposes only and for no
other purpose.

            1.1. Deleted.

      2. Term. The term of the Lease and the Tenant's obligation to pay rent
hereunder shall commence ("Commencement Date") on May 1, 1999.

            2.1. Deleted.

            2.2. Deleted.

            2.3. The Term of the Lease ("Lease Term") shall continue on a
      month-to-month basis until terminated by either party by providing sixty
      (60) days written notice to the other party.

            2.4. Deleted.

      3. Rent.

            3.1. Tenant shall pay to Landlord, the annual Minimum Rent ("Minimum
      Rent") as follows:

            M-T-M:    $4,000.00 per month.

      each monthly payment payable on the first day of each calendar month in
      advance, without notice or demand. "Lease Year" is defined to mean the
      period between the Commencement Date and the end of the twelve (12) full
      calendar months immediately following the Commencement Date and thereafter
      each successive twelve (12) month period or portion thereof during the
      Lease


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      Term. The first monthly installment shall be paid at the signing of the
      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
      shall be prorated (based on a 360 day year) and shall be paid, in addition
      to the first full monthly installment, at the Commencement Date. All rent
      shall be payable to Executive Center Associates, at c/o Merion Commercial
      Realty, Inc., 125 Strafford Avenue, Suite 300, Wayne, PA 19087 or such
      other place, or to such other persons as Landlord may from time to time
      direct.

            3.2. If Landlord, at any time or times, shall accept rent or any
      other sum due to it hereunder after the same shall become due and payable,
      such acceptance shall not excuse delay upon subsequent occasions, or
      constitute, or be construed as, a waiver of any of Landlord's rights
      hereunder.

            3.3. All sums payable by Tenant under this Lease, whether or not
      stated to be rent, minimum rent or additional rent, shall be collectible
      by Landlord as rent, and upon default in payment thereof Landlord shall
      have the same rights and remedies as for failure to pay rent (without
      prejudice to any other right or remedy available therefor). All minimum
      rent, additional rent and other sums payable by Tenant under this Lease
      shall be paid, when due, without offset, abatement, diminution or
      reduction.

      4. Additional Rent.

            4.1. Rent Estate Taxes. Deleted.

            4.2. Utilities. Deleted.

            4.3. Cleaning Services. Landlord will provide five (5) day
      janitorial services for the Demised Premises at no additional charge to
      Tenant. Any additional janitorial services required by Tenant for the
      Demised Premised shall be at Tenant's sole cost and expense.

            4.4. Use, Occupancy and Gross Receipts Taxes. All use and occupancy
      or gross receipts taxes imposed by any governmental body allocable to the
      Demised Premises or calculated based on rents or additional rents received
      under the Lease shall be the sole responsibility of the Tenant.

            4.5. Expenses Incurred by Landlord as a Result of Tenant's Default.
      Tenant shall pay all sums which may become due by reason of Tenant's
      failure to comply with any terms, conditions and covenants of the Lease to
      be kept and observed by Tenant and any and all damages, costs and expenses
      (including without limitation thereto reasonable attorney fees) which
      Landlord may suffer or incur by reason of any default of Tenant and any
      damage to the Building or the real estate of which the building is a part
      caused by any act or omission of Tenant, together with the interest to the
      date of payment (whether before or after entry of


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      judgment and issuance of execution thereon) at a rate equal to fifteen
      percent (15%) per annum ("Default Rate").

      5. Building Services.

            5.1. Provided Tenant is not in default under any of the provisions
      of the Lease, Landlord shall provide, to the extent of and in the same
      manner as other buildings of similar type in the same geographical
      location as the Building, the following services and facilities, the cost
      of which will be borne as set forth in Articles 3 and 4 above:

                  5.1.1. Air conditioning and heating, through the air
            conditioning and heating system of the Building during general
            recognized business days and during ordinary hours. Tenant agrees to
            cooperate fully with Landlord and to abide by all the regulations
            and requirements which Landlord may reasonably prescribe for the
            proper and economical functioning and protection of the air
            conditioning system.

                  5.1.2. Electric current for illumination for standard general
            use and the operation of standard general office equipment. If the
            nature of Tenant's use requires additional lines, risers or other
            electrical equipment, Landlord shall install the same at Tenant's
            cost and expense and Tenant shall also pay any abnormal electric
            usage charges.

                  5.1.3. Maintenance service of the public toilet rooms in the
            Building.

                  5.1.4. Cleaning of outside of exterior window panes.

                  5.1.5. Cleaning and maintenance of common areas.

                  5.1.6. Normal janitorial service.

                  5.1.7. Hot and cold water for lavatory and drinking purposes;
            if Tenant requires water for additional purposes, Tenant shall pay
            the cost thereof as shown on a meter to be installed and maintained
            at Tenant's expense to measure such consumption.

                  5.1.8. Tenant and its employees and invitees shall have the
            non-exclusive right to use the Authorized Number of Parking Spaces
            of fifteen (15) in the parking areas shown on Exhibit B, pursuant to
            the rules and regulations relating to parking adopted by Landlord
            from time to time. Tenant agrees not to overburden the parking
            facilities and agrees to cooperate with Landlord and other tenants
            in the use of parking facilities. Landlord reserves the right to use
            whatever reasonable means are necessary, including, but not limited,
            to policing and towing, if Tenant, its employees, contractors, or
            invitees are deemed by Landlord to be using unauthorized parking
            spaces or those assigned to other tenants and to charge that portion
            of the cost thereof to Tenant which Landlord reasonably determines
            to be caused by the failure of the Tenant, its employees,
            contractors, agents, and invitees to use the parking in compliance
            with this Lease and


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<PAGE>

            the rules and regulations relating to parking. Landlord may, at its
            own discretion, change the location and nature of the parking spaces
            available to Tenant, its employees and invitees, provided that after
            such change, there shall be available to Tenant and its employees
            and invitees approximately the same number of spaces as available
            before the change.

            5.2. It is understood that this is a gross lease with minimum rent
      paid to Landlord intended to be inclusive of Real Estate Taxes and all
      Operating Expenses (including insurance costs including electric for the
      Demised Premises). It is understood that Landlord does not warrant that
      any of the services referred to in this paragraph 5 will be free from
      interruption from causes beyond the control of Landlord. Landlord reserves
      the right, without any liability to Tenant, and without being in breach of
      any covenant of this Lease, to interrupt or suspend service of any of the
      heating, ventilating, air-conditioning, electric, sanitary, or other
      Building systems serving the Demised Premises, or the providing of any of
      the other services required of Landlord under this Lease, whenever and for
      so long as may be necessary by reason of accidents, emergencies, strikes
      or the making of repairs or changes which Landlord is required by this
      Lease or by law to make or in good faith deems advisable, or by reason of
      difficulty in securing proper supplies of fuel, steam, water, electricity,
      labor or supplies, or by reason of any other cause beyond Landlord's
      reasonable control, including without limitation, mechanical failure and
      governmental restrictions on the use of materials or the use of any of the
      Building's systems. In each instance, however, Landlord shall exercise
      commercially reasonable diligence to eliminate the cause of interruption
      and to effect restoration of service, and shall give Tenant reasonable
      notice, when practicable, of the commencement and anticipated duration of
      such interruption. Tenant shall not be entitled to any diminution or
      abatement of rent or other compensation nor shall this Lease or any of the
      obligations of the Tenant be affected or reduced by reason of the
      interruption, stoppage or suspension of any of the Building's systems or
      services arising out of the causes set forth in this Paragraph.

      6. Negative Covenants of Tenant. Tenant will not:

            6.1. Damage the Demised Premises or any part of the Building.

            6.2. Bring into or permit to be kept in the Demised Premises any
      dangerous, explosive or obnoxious substances.

            6.3. Manufacture, store, treat, dispose of, discharge, use, produce
      or transport "Waste" (as hereinafter defined) at, from or within the
      Demised Premises or the Building, or otherwise at, from or within the real
      estate of which the Building is a part. "Waste" is defined as any
      hazardous or radioactive material, polychlorinated biphenyls, friable
      asbestos or other hazardous or medical waste substances as defined by the
      Comprehensive Environmental Response, Compensation and Liability Act, as
      amended, or by any other federal, state or local law, statute, rule,
      regulation ordinance, order, or other governmental or quasi-governmental,
      requirement ("Governmental Requirements") concerning environmental
      matters, and all hydrocarbons and petroleum products (collectively,
      "Waste"). Tenant covenants and agrees that


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      Tenant will be and will remain in full compliance with all applicable
      Governmental Requirements governing the use and occupancy of the Demised
      Premises, including, without limitation, the manufacturing, storage,
      treatment, disposal, discharge, use, production and transportation of
      Waste, and any Waste regulated under any applicable Governmental
      Requirements. Notwithstanding the foregoing, Tenant may use cleaning
      materials and office supplies in the ordinary course of Tenant's business,
      in reasonable quantities and provided that such materials and supplies are
      used, stored and disposed of in compliance with all applicable laws,
      ordinances and regulations, as now or hereafter enacted.

            6.4. Have property of substantial size or quantity delivered to or
      removed from the Demised Premises without first making arrangement
      satisfactory to Landlord.

            6.5. Bring into the Demised Premises or use any furniture or
      equipment that might be harmful thereto or harmful or annoying to others
      in the Building.

            6.6. Conduct itself or permit its agents, servants, employees or
      invitees to conduct themselves in a manner that in Landlord's judgment
      reasonably exercised is improper or unsafe.

            6.7. Manufacture any commodity or prepare or dispense any food or
      beverages in the Demised Premises, except for consumption in Demised
      Premises by Tenant, its employees or invitees.

            6.8. Remove, attempt to remove or manifest any intention to remove
      Tenant's goods or property from the Demised Premises other than in the
      ordinary course of business.

            6.9. Vacate or abandon the Demised Premises, or permit the Demised
      Premises to be empty or unoccupied.

            6.10. Do or suffer to be done, any act, matter or thing
      objectionable to the local fire authority, fire insurance companies or
      Board of Underwriters whereby the fire insurance or any other insurance
      now in force or hereafter to be placed on the Demised Premises or the
      Building shall, become void or suspended, or whereby the same is rated as
      a more hazardous risk than at the Commencement Date. Tenant agrees to pay
      to Landlord as Additional Rent, any and all increase in premium or
      insurance carried by Landlord on the Demised Premises, or on the Building,
      caused in any way by the occupancy of Tenant.

            6.11. Install any equipment of any kind or nature whatsoever which
      would or might necessitate any changes, replacement or additions to the
      water, plumbing & heating, air conditioning or the electrical systems
      servicing the Demised Premises or any other portion of the Building; nor
      install any plumbing fixtures in the Demised Premises; nor use in excess
      of normal office use any of the utilities, the common areas of the
      Building, the janitorial or trash removal services, or any other services
      or portions of the Building without the prior written consent of the


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<PAGE>

      Landlord, and in the event such consent is granted, the cost of any such
      installation, replacements, changes, additions or excessive use shall be
      paid for by Tenant, in advance in the case of any installations
      replacements and additions, and promptly upon being billed therefor in the
      case of charges in excessive use.

            6.12. Do or suffer to be done, any act, matter or thing which
      violates any Governmental Requirement relating to Tenant's use and
      occupancy of the Demised Premises.

      7. Late Payment. If any payment required by Tenant under any of the terms
hereof shall not be paid within ten (10) days from the date it is due, Tenant
shall, upon demand, pay interest on such charge at the Default Rate plus a late
charge to Landlord equal to the greater of (a) twenty five dollars ($25.00) or
(b) six cents for each dollar so due and such late charge and interest shall be
deemed Additional Rent for the purposes of the Lease.

      8. Landlord Improvements of Demised Premises.

            8.1. Landlord Improvements. Landlord shall deliver the Demised
      Premises "AS IS".

            8.2. Performance of Landlord and Tenant Improvements. DELETED

            8.3. Acceptance. Tenant represents that the Building, the Real
      Estate of which the Building is a part, and the Demised Premises, the
      street or streets, sidewalks, parking areas, curbs and access ways
      adjoining them, and the present uses and non-uses thereof, have been
      examined by Tenant, and Tenant accepts them in the condition or state in
      which they now are, or any of them now is, without relying on any
      representation, covenant or warranty, express or implied, by Landlord,
      except as may be expressly contained herein with respect to Landlord
      Improvements to be constructed in the Demised Premises. Tenant's occupancy
      of the Demised Premises shall constitute acceptance of the Landlord
      Improvements, as set forth in this paragraph. The provisions of this
      paragraph shall survive the termination of this Lease.

            8.4. Delay in Possession. DELETED.

      9. Tenant's Alterations. Tenant shall make no alterations or improvements
("Tenant Improvements') to the Demised Premises without the consent of Landlord.
If Landlord consents to such Tenant Improvements, it may impose such conditions
with respect thereto as Landlord deems appropriate, including without
limitation, requiring Tenant to furnish Landlord with security for the payment
of all costs to be incurred in connection with such work, insurance, and copies
of the plans, specifications and permits necessary for such work. Tenant
Improvements shall be done at Tenant's expense by employees of or contractors
hired by Landlord, except to the extent that Landlord gives its prior written
consent to the Tenant to hire its own contractors. Tenant shall promptly pay to
Landlord, or to Tenant's contractors, as the case may be, the cost of all such
work, and shall pay to Landlord in addition thereto fifteen


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percent (15%) of the cost of such work to reimburse Landlord for all overhead,
general conditions, fees and other expenses arising from Landlord's involvement
with such work. All Tenant Improvements shall be done in a workmanlike manner
and shall comply with all insurance requirements and all applicable Governmental
Requirements, and if performed by Tenant's contractors hired with Landlord's
consent, with all reasonable requirements of Landlord imposed as a condition of
such consent.

            9.1. All Tenant Improvements shall become a part of the Demised
      Premises when made and shall remain upon and be surrendered with the
      Demised Premises at the end of the term, provided, however, that if prior
      to the termination of the Lease by lapse of time or otherwise, Landlord so
      directs by written notice to Tenant, the then Tenant shall promptly remove
      the Tenant Improvements which were placed in the Demised Premises by
      Tenant, and which are designated in said notice. Tenant shall 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 Demised Premises by Tenant shall be deemed to have been abandoned and
      Landlord may dispose of such property at Tenant's expense and without
      notice to Tenant.

      10. Mechanic's Lien. Prior to Tenant performing any construction or other
work on or about the Demised Premises for which a lien could be filed against
the Demised Premises or the Building, Tenant shall enter into a written waiver
of liens agreement with the contractor who is to perform such work, and such
written agreement shall be filed, in accordance with the Mechanics' Lien Law of
the State of Pennsylvania prior to the commencement of such work.
Notwithstanding the forgoing, if any mechanics' or other lien shall be filed
against the Demised Premises or the Building purporting to be for labor or
material furnished or to be furnished at the request of the Tenant, then Tenant
shall at its expense cause such lien to be discharged of record by payment, bond
or otherwise, within ten (10) days after the filing thereof. If Tenant shall
fail to cause such lien to be discharged within such period, Landlord may cause
such lien to be discharged by payment, bond or otherwise, without investigation
as to the validity thereof or as to any offsets or defenses thereto, and Tenant
shall, upon demand, reimburse Landlord for all amounts paid and costs incurred,
including attorney's fees, in having such lien discharged of record.

      11. Condition of Demised Premises. Tenant acknowledges and agrees that,
except as expressly set forth in the Lease, there have been no representations
or warranties made by or on behalf of Landlord with respect to the Demised
Premises or the Building or with respect to the suitability of either for the
conduct of Tenant's business. The taking of possession of the Demised Premises
by Tenant shall conclusively establish that the Demised Premises and the
Building were at such time in satisfactory condition, order and repair as
required by Paragraph 2 hereof. Tenant shall keep the Demised Premises and all
improvements, installations and systems therein in good order and condition and
replace all glass broken by Tenant, its agents, employees or invitees, with
glass of the same quality as that broken, except for glass broken by fire and
extended coverage type risks, and Tenant shall commit no waste in the Demised
Premises.


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      12. Assignment and. Subletting. Tenant shall not assign or mortgage the
Lease or any interest therein or sublet the Demised Premises or any part
thereof. For the purposes of this paragraph, the sale or assignment of a
controlling interest in the Tenant corporation or a majority interest in the
Tenant partnership, as the case may be, shall be deemed an assignment, but the
assignment to a parent or a wholly owned subsidiary of the Tenant shall be
permitted; provided that such Assignee assumes the obligation of Tenant and that
such assignment shall not relieve Tenant of its obligations hereunder. If
Landlord shall elect to permit an assignment of the Lease it shall not be deemed
unreasonable for Landlord to require the Minimum Rental to be adjusted to the
current Minimum Rental being quoted by Landlord for similar space.

      13. Access to Demised Premises. Landlord, its employees and agents shall
have the right to enter the Demised Premises at all reasonable times for the
purpose of examining or inspecting the same, showing the same to prospective
purchasers or Tenants of the Building, or mortgagees, and making such
alterations, repairs, improvements or additions to the Demised Premises or to
the Building as Landlord may deem necessary or desirable. Except in case of
emergency, any such entry shall be after reasonable notice to Tenant. If a
representative of Tenant shall not be present to open and permit entry into the
Demised Premises at any time when such entry by Landlord is necessary or
permitted hereunder, Landlord may enter by means of a master key (or forcibly in
the event of an emergency) without liability to Tenant and without such entry
constituting an eviction of Tenant or termination of the Lease. No locks or
similar devices shall be attached to any doors or windows in the Demised
Premises without the prior written consent of Landlord. No door devices shall be
attached to any doors or windows in the Demised Premises without the prior
written consent of Landlord. No door keys shall be made, other than those
provided by Landlord. If more than two (2) keys for one lock are desired,
Landlord will provide the same upon payment by Tenant. All keys will be returned
to Landlord at the expiration or termination of the Lease. Landlord shall not be
liable by reason of any injury to or interference with Tenant or Tenant's
business arising from the making of any repairs, alterations, additions or
improvements in or to the Demised Premises or the Building or to any
appurtenance or any equipment therein.

      14. Repairs.

            14.1. Landlord shall make all repairs necessary to maintain the
      plumbing, heating, air conditioning and electrical systems, windows,
      floors (excluding carpeting and tile), as promptly as reasonably possible;
      provided, however, that Landlord shall not be obligated for any of such
      repairs until the expiration of a reasonable period of time after written
      notice from Tenant that such repair is needed. In no event shall Landlord
      be obligated to repair any damage caused by any act, omission or
      negligence of Tenant or its employees, agents, invitees, licensees,
      subtenants or contractors except at Tenant's expense.

            14.2. Except as the Landlord is obligated for repairs as provided
      above, Tenant shall make, at its sole cost and expense, all repairs
      necessary to maintain the Demised Premises and shall keep the Demised
      Premises and the fixtures therein in neat and orderly condition. If the


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      Tenant refuses or neglects to make such repairs, or fails to diligently
      prosecute the same to completion, after written notice from Landlord of
      the need therefor, Landlord may make such repairs at the expense of Tenant
      and such expense shall be collectible as Additional Rent. Any such repairs
      and any labor performed or materials furnished in, on or about the Demised
      Premises shall be performed and furnished by Tenant in strict compliance
      with all applicable laws, regulations, ordinances and requirements of all
      duly constituted authorities or governmental bodies having jurisdiction
      over the Building, the requirements of any board of underwriters having
      jurisdiction thereof, as well as any reasonable regulations imposed by
      Landlord pertaining thereto. Without limitation of the forgoing, Landlord
      shall have the right to designate any and all contractors and suppliers to
      furnish materials and labor for such repairs.

            14.3. Landlord shall not be liable by reason of any injury to or
      interference with Tenant's business arising from the making or not making
      of any repairs, alterations, additions, or improvements in or to the
      Demised Premises, or the Building, or to any appurtenances or equipment
      therein. Landlord shall not be liable for any failure of any utility
      service, but shall make its best efforts to repair such failure as quickly
      as possible.

      15. Termination, Extension and Holdover. Landlord may give Tenant one
hundred and eighty (180) days prior to the end of the Lease Term written notice
of the terms and conditions under which Landlord is willing to extend the Lease.
Such notice shall include the Minimum Rent and Term with respect to such
extension. Within ten (10) days from receipt of such notice, Tenant shall notify
Landlord in writing of its intention to renew the Lease under the terms and
conditions stated in such notice or of Tenant's intention to vacate the Demised
Premises at the end of the current term. If Tenant elects to renew the Lease
under the terms stated in such notice, Tenant and Landlord shall promptly enter
into a new Lease reflecting the terms and conditions of the notice and the Lease
shall expire and the new Lease shall commence without interruption of occupancy
of the Tenant. If Tenant fails to notify Landlord in writing within the required
ten (10) day period or if Tenant notifies Landlord that it intends to vacate the
Demised Premises, the Lease shall expire at the end of the Lease Term and Tenant
shall vacate the Demised Premises timely. If Tenant does not vacate the Demised
Premises at the end of the Lease Term, the tenancy shall be one at sufferance at
a monthly Minimum Rent equal to twice the Minimum Rent payable for the last
month of the Term of the Lease and, in addition, Tenant shall be responsible to
pay all additional rent payable with respect to such last month of this Lease
and all damages, including consequential damages, suffered or incurred by
Landlord as a result of or arising from such holdover tenancy.

      16. Surrender of Demised Premises. At the end of the term of the Lease,
Tenant shall surrender the Demised Premises to Landlord, together with all
alterations, additions and improvements thereto, in "BROOM CLEAN" condition and
in good order and repair except for ordinary wear and tear and damage for which
Tenant is not obligated to make repairs under the Lease. Subject to Paragraph 8
hereof and if Tenant is not then in default under any of the terms hereof,
Tenant shall have the right at the end of the term hereof to remove any
equipment, furniture, trade fixtures or other personal property placed in the
Demised Premises by Tenant,


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<PAGE>

provided that Tenant promptly repairs any damage to the Demised Premises caused
by such removal and restores the Demised Premises to the condition in which they
were prior to the installation of the items so removed. Tenant shall surrender
the Demised Premises to Landlord at the end of the term hereof, without notice
of any kind, and Tenant waives all right to any such notice as may be provided
under any laws now or hereafter in effect in Pennsylvania. If Tenant shall fail
to remove any of its equipment, furniture, trade fixtures or other personal
property Landlord may remove and store the same at the expense of Tenant or sell
the same on behalf of Tenant at public or private sale in such manner as is
commercially reasonable with any proceeds thereof to be first applied to the
costs and expenses, including attorney's fees, of the storage and sale and the
payment of any amounts owed hereunder by the Tenant.

      17.   Indemnification and Insurance.

            17.1. Tenant agrees that Landlord and its Building manager and their
      respective partners, officers, employees and agents shall not be liable to
      Tenant, and Tenant hereby releases such parties, for any personal injury
      or damage to or loss of personal property in the Demised Premises from any
      cause whatsoever unless such damage, loss or injury is the result of the
      gross negligence or willful misconduct of Landlord, its Building manager,
      or their partners, officers, employees or agents, and Landlord and its
      Building manager and their partners, officers or employees shall not be
      liable to Tenant for any such damage or loss whether or not the result of
      their gross negligence or willful misconduct to the extent Tenant is
      compensated therefor by Tenant's insurance or would have been compensated
      therefor under commonly available commercial policies, and Landlord shall
      in no event be liable to Tenant for any consequential damages.

            17.2. Tenant shall defend, indemnify and save harmless Landlord and
      its agents and employees against and from all liabilities, obligations,
      damages, penalties, claims, costs, charges and expenses, including
      reasonable attorneys' fees, which may be imposed upon or incurred by or
      asserted against Landlord and/or its agents or employees by reason of any
      of the following which shall occur during the term of this Lease, or
      during any period of time prior to the Commencement Date hereof or after
      the expiration date hereof when Tenant may have been given access to or
      possession of all or any part of the Demised Premises:

                  (i) any work or act done in, on or about the Demised Premises
            or any part thereof at the direction of Tenant, its agents,
            contractors, subcontractors, servants, employees, licensees or
            invitees, except if such work or act is done or performed by
            Landlord or its agents or employees;

                  (ii) any negligence or other wrongful act or omission on the
            part of Tenant or any of its agents, contractors, subcontractors,
            servants, employees, subtenants, licensees or invitees;

                  (iii) any accident, injury or damage to any person or property
            occurring


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<PAGE>

            in, on or about the Demised Premises or any part thereof, unless
            caused by the gross negligence or willful misconduct of Landlord,
            its employees or agents; and

                  (iv) any failure on the part of Tenant to perform or comply
            with any of the covenants, agreements, terms, provisions, conditions
            or limitations contained in this Lease on its part to be performed
            or complied with.

            17.3. At all times during the term hereof, Tenant shall maintain in
      full force and effect with respect to the Demised Premises and Tenant's
      use thereof, comprehensive public liability insurance, naming Landlord and
      Landlord's agent as an additional insured, covering injury to persons in
      amounts at least equal to $1,000,000.00 per person and $1,000,000.00 per
      accident, and damage to property of at least $250,000.00. Each such policy
      shall provide that it shall not be cancelable without at least thirty (30)
      days prior written notice to Landlord and to any mortgagee named in an
      endorsement thereto and shall be issued by an insurer and in a form
      satisfactory to Landlord. Tenant shall lodge with Landlord duplicate
      originals or certificates of such insurance, in a form acceptable to
      Landlord, at or prior to the commencement date of the term hereof,
      together with evidence of paid-up premiums, and shall lodge with Landlord
      renewals thereof at least fifteen (15) days prior to expiration. In
      addition to the foregoing, Tenant shall also be responsible, at Tenant's
      own cost, to keep and maintain (i) insurance in respect of and covering
      Tenant's own furniture, furnishings, equipment and other personal
      property, all insured for the replacement cost thereof, against all risks
      and hazards, including but not limited to sprinkler and leakage damage,
      and theft, and (ii) workers' compensation insurance with respect to and
      covering all employees of Tenant. Tenant shall also carry, at Tenant's own
      cost and expense, such other insurance, in amounts and for coverages and
      on such other terms as Landlord may from time to time deem commercially
      reasonable and appropriate. Tenant assumes all risk of loss of any or all
      of its personal property.

            17.4. As to any lose or damage which may occur upon the property of
      a party hereto, such party hereby releases the other, to the extent of
      such damaged party's insurance indemnities, from any and all liability for
      such loss or damage even if such loss or damage shall be brought about by
      the fault or negligence of such other party, or the agent or employees of
      such other party; provided, however, that this release shall be effective
      only with respect to loss or damage occurring during such time as the
      applicable policies of insurance shall contain a clause to the effect that
      this release shall not affect said policies or the right of the insured to
      recover thereunder. If any policy does not contain such a clause, the
      insured party shall, at the written request of the other party to the
      Lease, have such a clause added to said policy if an endorsement so
      providing is obtainable.

      18. Fire or Other Casualty. In case of damage to the Demised Premises or
those portions of the Building providing access or essential services thereto,
by fire or other casualty, Landlord shall, at its expense, cause the damage to
be repaired to a condition as nearly as practicable to that existing prior to
the damage, with reasonable speed and diligence, subject to delays which may
arise by reason of adjustment of loss under insurance policies, Governmental


                                       11
<PAGE>

Regulations, and for delays beyond the control of Landlord, including a "force
majeure". Landlord shall not, however, be obligated to repair, restore, or
rebuild any of Tenant's property or any alterations or additions made by Tenant.
To the extent and for the time that the Demised Premises are thereby rendered
untenantable, the rent shall proportionately abate. In the event the damage
shall involve the Building generally and shall be so extensive that Landlord
shall decide, at its sole discretion, not to repair or rebuild the Building or
if the casualty shall not be of a type insured against under standard fire
policies with extended type coverage, or if the holder of any mortgage, deed of
trust or similar security interest covering the Building shall not permit the
application of adequate insurance proceeds for repair or restoration, this Lease
shall, at the sole option of Landlord, exercisable by written notice to Tenant
given within sixty (60) days after Landlord is notified of the casualty and to
the extent thereof, be terminated as of a date specified in such notice (which
shall not be more than ninety [90] days thereafter), and the rent (taking into
account any abatement as aforesaid) shall be adjusted to the termination date
and Tenant shall thereupon promptly vacate the Demised Premises.

      19. Condemnation. If the Demised Premises or the Building or any material
part of either shall, be condemned for public use, then and in that event, upon
the vesting of title to the same for such public use, the Lease shall terminate,
anything herein contained to the contrary notwithstanding, except that Tenant
shall have the right to prove and collect the value of the trade fixtures
installed by it, including moving expenses. In the event of such termination of
the Lease, all rent paid in advance shall be apportioned as of the date of such
termination. Notwithstanding the foregoing, if only a part of the Demised
Premises shall, be so taken and the part not so taken shall be sufficient for
the operation of Tenant's business, Tenant, at its election, may retain the part
not so taken and there shall be a proportional reduction in the rent. All
compensation awarded or paid upon such a total or partial taking of the Demised
Premises shall belong to and be the property of the Landlord without any
participation by the Tenant, provided, however, that nothing contained herein
shall be construed to preclude the Tenant from prosecuting any claim directly
against the condemning authority in such condemnation 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 no such claim shall diminish or otherwise
adversely affect the Landlord's award or the award of any mortgagee.

      20. Estoppel Certificates. At any time, and from time to time, upon the
written request of Landlord or any "Mortgagee" (as defined in section 30 hereof)
Tenant, within five (5) days of the date of such written request, agrees to
execute and deliver to Landlord and/or such Mortgagee, without charge and in a
form satisfactory to Landlord and/or such Mortgagee, a written statement (a)
ratifying the Lease; (b) confirming the commencement and expiration dates of the
term of the Lease; (c) certifying that Tenant is in occupancy of the Demised
Premises, and that the Lease is in full force and effect and has not been
modified, assigned, supplemented or amended except by such writings as shell be
stated; (d) certifying that all conditions and agreements under the Lease to be
satisfied or performed by Landlord have been satisfied and performed except as
shall be stated; (e) certifying that Landlord is not in default under the Lease


                                       12
<PAGE>

and there are no defenses or offsets against the enforcement of the Lease by
Landlord, or stating the defaults and/or defenses claimed by Tenant; (f)
reciting the amount of advance rent, if any, paid by Tenant and the date to
which such rent has been paid; (g) reciting the amount of security deposited
with Landlord, if any; and (h) any other Information which Landlord or the
Mortgagee shall require, The failure of Tenant to execute, acknowledge and
deliver to Landlord and/or any Mortgagee a statement in accordance with the
provisions herein within the period set forth herein shall constitute an
acknowledgment by Tenant which may be relied upon by any person holding or
intending to acquire any interest whatsoever in the Demised Premises or the
Building that the Lease has not been assigned, amended, changed or modified, is
in fall force and effect and that the Minimum Rent, and Additional Rent have
been duly and fully paid not beyond the respective due dates immediately
preceding the date of the request for such statement and shall constitute as to
any persons entitled to rely on such statements a waiver of any defaults by
Landlord or defenses or offsets against the enforcement of the Lease by Landlord
which may exist prior to the date of the written request, and Landlord, at its
option, may treat such failure as an event of default.

      21. Default. The occurrence of any of the following shall constitute a
material default and breach of the Lease by Tenant (hereinafter an "Event of
Default"):

            21.1. Failure of Tenant to take possession of the Demised Premises
      within ten (10) days after the Commencement Date.

            21.2. The abandonment or vacation of the Demised Premises by Tenant.

            21.3. A failure by Tenant to pay, when due, any installment of
      Minimum Rent or Additional Rent hereunder or any such other sum herein
      required to be paid by Tenant where such failure continues for ten (10)
      days after the same is due.

            21.4. A failure by Tenant to observe and perform any other terms or
      conditions of the Lease to be observed or performed by Tenant, where such
      failure continues for thirty (30) days after written notice thereof from
      Landlord to Tenant, provided, however, that if the nature of the default
      is such that the same cannot be reasonably cured within such period,
      Tenant shall not be deemed to be in default if within such period Tenant
      shall commence such cure and thereafter diligently prosecute the same to
      completion.

            21.5. Any of the following; (i) the commencement of levy, execution
      or attachment proceedings against Tenant, any principal (which shall be
      defined as any individual or entity having a direct or indirect ownership
      interest in Tenant of more than 25%) thereof or any partner therein or any
      surety or guarantor thereof (hereinafter a "Surety") or any of the assets
      of Tenant, or the application for or appointment of a liquidate, receiver,
      custodian, sequester, conservator, trustee, or other similar judicial
      officer; or (ii) the insolvency, under either the bankruptcy or equity
      definition, of Tenant or any principal thereof or partner therein or any
      Surety; or (iii) the assignment for the benefit of creditors, or the
      admission in writing of an


                                       13
<PAGE>

      inability to pay debts generally as they become due, or the ordering of
      the winding up or liquidation of the affairs of Tenant or any principal
      thereof or partner therein or any Surety; or (iv) the commencement of a
      case by or against Tenant or any principal thereof or partner therein or
      any Surety under any insolvency, bankruptcy, creditor adjustment, debtor
      rehabilitation or similar laws, state or federal, or the determination by
      any of them to request relief under any insolvency, bankruptcy, creditor
      adjustment, debtor rehabilitation or similar proceeding, state or federal,
      including, without limitation, the consent by any of them to the
      appointment of or taking possession by a receiver, liquidator, assignee,
      trustee, custodian, sequester or similar official for it or for any of its
      respective property or assets (unless, in the case of involuntary
      proceedings, the same shall be dismissed within thirty [30] days after
      institution).

      22. Tenant's Waiver. Tenant waives those provisions of the Landlord and
Tenant Act of 1951, Act of April 6, 1951, P.L. 69, art. 1, secs. 101 et seq., 68
P.S, secs. 250.101 et seq., as amended and as may from time to time be further
amended (hereinafter referred to as "Act"), that are not prohibited by law from
being waived. Without limiting the generality of the foregoing waiver, Tenant
specifically waives the right to receive the Notice to Quit provided for In said
Act.

      23. Remedies. Landlord, in addition to all other rights and remedies
available to it by law or equity or by any other provisions hereof, may at any
time after an Event of Default.

            23.1. Landlord may perform for the account of Tenant any such
      default of Tenant and immediately recover as Additional Rent any
      expenditures made and the amount of any obligations incurred in connection
      therewith, plus interest at the Default Rate from the date the obligations
      are incurred by Landlord until payment therefor to Landlord, whether
      before or after entry of judgment and issuance of execution thereon.

            23.2. Landlord may accelerate all Minimum Rent and Additional Rent
      due for the balance of the term of the Lease and declare the same to be
      immediately due and payable.

            23.3. In determining the amount of any future payments due Landlord
      due to increases in Operating Expenses and Real Estate Taxes, Landlord may
      make such determination based upon the amount of Operating Expenses and
      Real Estate Taxes due by Tenant for the calendar year in which such Event
      of Default takes place plus a reasonable factor for future inflation.

            23.4. Landlord, at its option, may serve notice upon Tenant that the
      Lease and the then unexpired term hereof shall cease and expire and become
      absolutely void on the date specified in such notice, to be not less than
      five (5) days after the date of such notice without any right on the part
      of the Tenant to save the forfeiture by payment of any sum due or by the
      performance of any term or condition broken; and, thereupon and at the
      expiration of the time limit in such notice, the Lease and the tern
      hereof, as well as the right, title and interest of the Tenant hereunder,
      shall wholly cease and expire and become void in the same manner and with


                                       14
<PAGE>

      the same force and effect (except as to Tenant's liability) as if the date
      fixed in such notice were the date herein granted for expiration of the
      term of the Lease. Thereupon, Tenant shall immediately quit and surrender
      to Landlord the Demised Premises and Landlord may enter into and repossess
      the Demised Premises by summary proceedings, detainer, ejectment or
      otherwise and remove all occupants thereof and, at Landlord's option, any
      property thereon without being liable to indictment, prosecution or
      damages therefor. No such expiration or termination of the Lease shall
      relieve Tenant of its liability and obligations under the Lease, whether
      or not the Demised Premises shall be relet.

            23.5. Landlord may, at any time after the occurrence of any Event of
      Default, reenter and repossess the Demised Premises and any part thereof
      and attempt in its own name, as agent for Tenant if the Lease not be
      terminated, or in its own behalf if the Lease be terminated, to relet all
      or any part of the Demised Premises for and upon such terms and to such
      persons and for such period or periods as Landlord, in its sole
      discretion, shall determine, including the term beyond the termination of
      the Lease; and Landlord shall not be required to accept any tenant offered
      by Tenant or observe any instruction given by Tenant about such reletting.
      For the purpose of such reletting, Landlord may decorate or make repairs,
      changes, alterations or additions in or to the Demised Premises to the
      extent deemed by Landlord desirable or convenient; and the cost of such
      decoration, repairs, changes, alterations or additions shall be charged to
      and be payable by Tenant as Additional Rent hereunder, as well as any
      reasonable brokerage and attorney fees expended by Landlord, and any sums
      collected by Landlord from any new tenant obtained on account of the
      Tenant shall be credited against the balance of the rent due hereunder as
      aforesaid. Tenant shall pay to landlord monthly, on the days when the rent
      would have been payable under the Lease, the amount due hereunder less the
      amount obtained by Landlord from, such new tenant.

            23.6. Landlord shall have the right to injunction, in the event of a
      breach or threatened breach by Tenant of any of the terms and conditions
      hereof, to restrain the same and right to invoke any remedy allowed by law
      or in equity, whether or not other remedies, indemnity or reimbursements
      are herein provided. The rights and remedies given to Landlord in the
      Lease are distinct, separate and cumulative remedies; and no one of them,
      whether or not exercised by Landlord, shall be deemed to be in exclusion
      of any of the others.

            23.7. After an Event of Default, Landlord shall have the right to
      change the locks on the Demised Premises and exclude Tenant therefrom and
      to discontinue all or part of the services and facilities provided to
      Tenant under the Lease or otherwise, which action shall not be deemed an
      eviction. Such action may be taken without prior notice to Tenant, and
      Tenant hereby releases Landlord from any liability for any damages
      sustained by Tenant or its property as a result of the same.

      24. Confession of Judgment. LANDLORD SHALL HAVE THE FOLLOWING RIGHTS TO
CONFESS JUDGMENT AGAINST TENANT AND ALL PERSONS CLAIMING THROUGH TENANT FOR
POSSESSION OF THE DEMISED PREMISES AND/OR FOR


                                       15
<PAGE>

MONIES OWED TO LANDLORD:

            (i) IF RENT OR ANY CHARGES HEREBY RESERVED AS RENT, OR DAMAGES BY
      REASON THEREOF, OR ANY OTHER SUM DUE AND PAYABLE IN CONNECTION WITH THIS
      LEASE, INCLUDING WITHOUT LIMITATION ANY LATE FEES OR INTEREST ACCRUED OR
      ACCRUING THEREON, AND ANY REIMBURSEMENT FOR ATTORNEY FEES OWED BY TENANT
      (COLLECTIVELY, THE "AMOUNTS DUE"), SHALL REMAIN UNPAID ON ANY DAY WHEN THE
      SAME OUGHT TO BE PAID, WHETHER PRIOR TO OR AFTER THE TERMINATION OR
      EXPIRATION OF THIS LEASE, TENANT HEREBY EMPOWERS ANY PROTHONOTARY, CLERK
      OF COURT OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT IN ANY
      AND ALL SUITS, ACTIONS OR ACTIONS IN ASSUMPSIT WHICH MAY BE BROUGHT FOR
      THE AMOUNTS DUE OR ANY PORTIONS THEREOF, OR FOR AMOUNTS AGREED TO BE PAID
      BY TENANT. IN SUCH SUITS OR ACTIONS, TENANT EMPOWERS SUCH PROTHONOTARY,
      CLERK OF COURT OR ATTORNEY. TO CONFESS JUDGMENT AGAINST TENANT FOR ALL OR
      ANY PART OF THE RENT SPECIFIED IN THIS LEASE AND THEN UNPAID OR ANY OTHER
      AMOUNT DUE, INCLUDING WITHOUT LIMITATION, AT LANDLORD'S OPTION, THE
      ACCELERATED RENT COMPONENT OR THE RENT FOR THE ENTIRE UNEXPIRED BALANCE OF
      THE TERM OF THIS LEASE, AND FOR INTEREST AND COSTS, TOGETHER WITH AN
      ATTORNEY'S COMMISSION OF 5% OF THE AMOUNT SO CONFESSED. SUCH AUTHORITY
      SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE
      CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS ANY RENT OR ANY OTHER
      AMOUNT DUE SHALL FALL DUE OR BE IN ARREARS INCLUDING WITHOUT LIMITATION
      FOR THE SAME AMOUNTS DUE AS PREVIOUSLY CONFESSED IF AND TO THE EXTENT THAT
      A PREVIOUS CONFESSION OF JUDGMENT SHALL BE STRICKEN OR OTHERWISE
      INVALIDATED WITHOUT A FINAL DECISION ON THE MERITS OF THE CLAIM. SUCH
      POWERS MAY BE EXERCISED AS WELL AFTER THE EXPIRATION OF THE ORIGINAL TERM,
      DURING ANY EXTENSION OR RENEWAL, AND/OR AFTER THE TERMINATION OF THIS
      LEASE.

            (ii) WHEN THIS LEASE SHALL BE TERMINATED BY REASON OF A DEFAULT BY
      TENANT OR ANY OTHER REASON WHATSOEVER, EITHER DURING THE ORIGINAL TERM OF
      THIS LEASE OR ANY RENEWAL OR EXTENSION THEREOF AND ALSO WHEN THE TERM
      HEREBY CREATED OR ANY EXTENSION THEREOF SHALL HAVE EXPIRED, IT SHALL BE
      LAWFUL FOR ANY ATTORNEY TO APPEAR FOR TENANT IN ANY AND ALL SUITS OR
      ACTIONS WHICH MAY BE BROUGHT FOR POSSESSION AND/OR EJECTMENT; AND AS
      ATTORNEY FOR TENANT TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND
      ALL PERSONS CLAIMING UNDER TENANT FOR THE RECOVERY BY LANDLORD OF
      POSSESSION OF THE DEMISED PREMISES, FOR WHICH THIS LEASE SHALL BE
      LANDLORDS SUFFICIENT WARRANT. UPON SUCH CONFESSION OF JUDGMENT FOR
      POSSESSION, IF


                                       16
<PAGE>

      LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE
      FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER, IF FOR ANY
      REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED, THE SAME SHALL BE
      DETERMINED AND THE POSSESSION OF THE' DEMISED PREMISES SHALL REMAIN IN OR
      BE RESTORED TO TENANT, THEN LANDLORD SHALL HAVE THE RIGHT UPON ANY
      SUBSEQUENT OR CONTINUING DEFAULT OR DEFAULTS, OR AFTER EXPIRATION OF THE
      LEASE, OR UPON THE TERMINATION OF THIS LEASE AS HEREINBEFORE SET FORTH TO
      BRING ONE OR MORE FURTHER ACTIONS AS HEREINBEFORE SET FORTH TO RECOVER
      POSSESSION OF THE DEMISED PREMISES.

            (iii) In any action of ejectment and/or for rent in arrears or other
      Amount Due, Landlord shall cause to be filed in such action an affidavit
      made by Landlord or someone acting for Landlord setting forth the facts
      necessary to authorize the entry of judgment, of which facts such
      affidavit shall be conclusive evidence. If a true copy of this Lease shall
      be filed in such action (and the truth of the copy as asserted in the
      affidavit of Landlord shall be sufficient evidence of same), it shall not
      be necessary to file the original Lease as a warrant of attorney, any rule
      of court, custom or practice to the contrary notwithstanding.

            (iv) Tenant expressly agrees, to the extent not prohibited by law,
      that any judgment order or decree entered against it by or in any court or
      magistrate by virtue of the powers of attorney contained in this Lease
      shall be final, and that Tenant will not take an appeal certiorari, writ
      of error, exception or objection to the same, or file a motion or rule to
      strike off or open or to stay execution of the same, and releases to
      Landlord and to any and all attorneys who may appear for Tenant all errors
      in such proceedings and all liability therefor.

            (v) The right to enter judgment against Tenant and to enforce all of
      the other provisions of this Lease herein provided for, at the option of
      any assignee of this Lease, may be exercised by any assignee of Landlord's
      right, title and interest in this Lease in Tenant's own name,
      notwithstanding the fact that any or all assignments of such right, title
      and interest may not be executed and/or witnessed in accordance with the
      Act of Assembly of May 28, 1715, 1 Sm. L. 94, and all supplements and
      amendments thereto that have been or may hereafter be passed. Tenant
      hereby expressly waives the requirements of such Act of Assembly and any
      and all laws regulating the manner and/or form in which such assignments
      shall be executed and witnessed.

            (vi) Tenant acknowledges that it has been represented by counsel in
      connection with the negotiation of this Lease, that it has read and
      discussed with such counsel the provisions herein relating to confession
      of Judgment, and that it understands the nature and consequences of such
      provisions.

      25. Waiver. The failure or delay on the part of either party to enforce or
exercise at any time any of the terms and conditions of the Lease shall in no
way be construed to


                                       17
<PAGE>

be a waiver thereof, nor in any way to affect the validity of this Lease or any
part hereof, or the right of the party to thereafter enforce each and every such
term or condition. No waiver of any breach of the Lease shall be held to be a
waiver of any other or subsequent breach. The receipt by Landlord of rent at a
time when the rent is in default under the Lease shall not be construed as a
waiver of such default. The receipt by Landlord of a lesser amount than the rent
due shall not be construed to be other than a payment on account of the rent
then due, nor shall any statement on Tenant's check or any letter accompanying
Tenant's check be deemed an accord or satisfaction, and Landlord may accept such
payment without prejudice to Landlord's right to recover the balance of the rent
due or to pursue any other remedies provided in the Lease. No act or thing done
by the Landlord shall be deemed an acceptance of a surrender of the Demised
Premises, and no agreement to accept such a surrender shall be valid unless in
writing and signed by Landlord.

      26. Substitute Space. Landlord shall have the right at any time during
the term hereof,  upon giving  Tenant no less than sixty (60) days prior written
notice,  to provide and furnish  Tenant with space  elsewhere in the Building of
approximately  the same size as the Demised Premises and remove and place Tenant
in such  space,  in which  event  Landlord  will pay all  reasonable  costs  and
expenses incurred as a result of the relocation of Tenant.  Should Tenant refuse
to permit Landlord to relocate Tenant to such new space at the end of said sixty
(60) day period, Landlord shall have the right to cancel and terminate the Lease
effective  ninety  (90)  days  from the  date of the  original  notification  by
Landlord. If Landlord moves Tenant to such new space, the Lease and each and all
of its terms, covenants and conditions shall remain in full force and effect and
be deemed  applicable  to such new space and such new space shall  thereafter be
deemed to be the Demised Premises as though Landlord and Tenant had entered into
an express written amendment of the Lease with respect thereto.

      27. Quiet Enjoyment. If and so long as Tenant pays the Minimum Rent and
Additional Rents reserved hereunder and observes and performs all the terms and
conditions on Tenant's part to be observed and performed hereunder, Tenant shall
and may peaceably and quietly have, hold and enjoy the Demised Premises for the
entire term hereof, subject to all of the provisions of the Lease,

      28. Force Majeure. Time periods for Landlords or Tenants performance of
their respective obligations under any of the terms of the Lease, other than the
payment of rents by Tenant, shall be extended for periods of time during which
the nonperforming party's performance is prevented due to circumstances beyond
the party's control, including without limitation, strikes, embargoes,
governmental regulations, acts of God, war or other strife, or Landlord's
inability to deliver possession of the Demised Premises to Tenant because of the
holding over of a previous tenant.

      29. Successors. The respective rights and obligations provided in the
Lease shall bind and shall inure to the parties  hereto,,  and their  successors
and permitted assigns.


                                       18
<PAGE>

      30. Landlord's Liability. Landlord's responsibility under the Lease shall
be limited to its interest in the Demised Premises and in the Building, and no
members of Landlord's partnership shall be personally liable hereunder. Tenant
agrees to look solely to Landlord's interest in the Demised Premises and in the
Building for the collection of any judgment, and, in entering any such judgment,
the person entering the same shall request the prothonotary to mark the judgment
index accordingly. If the Demised Premises or the Building is transferred or
conveyed, Landlord shall be relieved of all covenants and obligations under the
Lease thereafter, provided that notice of said transfer or conveyance is given
to Tenant by Landlord.

      31. Subordination. Tenant agrees: (a) that, except as hereinafter
provided, the Lease is, and all of Tenants rights hereunder are and shall always
be, subject and, subordinate to any mortgage, leases of Landlord's property (in
sale-leaseback) pursuant to which Landlord has or shall retain the right of
possession of the Demised Premises (and/or the Building and/or the Land of which
it is a part) or security instruments (collectively called "Mortgage") that now
exist, or may hereafter be placed upon the Demised Premises or the Building,
and/or the Land of which it is a part, or any part thereof and all advances made
or to be made thereunder and the interest thereon, and all renewals,
replacements, modifications, consolidations, or extensions thereof, and (b) that
if the holder of any such Mortgage ('Mortgagee") or if the purchaser at any
foreclosure sale or at any sale under a power of sale contained in any Mortgage
shall at its sole option so request, Tenant will attorn to, and recognize such
Mortgagee or purchaser, as the case may be, as Landlord under the Lease for the
balance then remaining of the term of the Lease, subject to all terms of the
Lease; and (c) that the aforesaid provisions shall be self-operative and no
further instrument or document shall be necessary unless required by any such
Mortgagee or purchaser. Notwithstanding anything to the contrary set forth
above, any Mortgagee may at any time subordinate its Mortgage to the Lease,,
without Tenants consent, by execution of a written document subordinating such
Mortgage to the Lease to the extent set forth therein, and thereupon the Lease
shall be deemed prior to such Mortgage to the extent set forth in such written
document without regard to their respective dates of execution, delivery and/or
recording and in that event, to the extent set forth in such written document
such Mortgagee shall have the same rights with respect to the Lease as though
the Lease had been executed and a memorandum thereof recorded prior to the
execution, delivery and recording of the Mortgage and as though the Lease had
been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser
desire confirmation of either such subordination or such attornment, as the case
may be, Tenant upon written request, and from time to time, will execute and
deliver without charge and in form satisfactory to Landlord, to the Mortgagee or
the purchaser all instruments and/or documents that may be required to
acknowledge such subordination and/or agreement to attorn, in recordable form
within five (5) days following a request therefor from Landlord. In the event
Tenant fails to execute and deliver the instruments and documents as provided
for herein within the time period set forth, Tenant does hereby make, constitute
and appoint Landlord or such Mortgagee or purchaser, as the case may be, as
Tenant's attorney-in-fact, and in its name, place and stead to do so, or
Landlord may treat such failure as an Event of Default. The aforesaid power of
attorney is given as security coupled with an interest and is irrevocable.


                                       19
<PAGE>

            31.1. In the event of any act or omission of Landlord which would
      give Tenant the right, immediately or after lapse of a period of time, to
      cancel or terminate this Lease, or to c1aim a partial or total eviction,
      Tenant shall not exercise such right (i) until it has given written notice
      of such act or omission to the holder of each such mortgage and ground
      lease whose name and address shall previously have been finished to Tenant
      in writing, and (ii) until a reasonable period for remedying such act or
      omission shall have elapsed following the giving of such notice (which
      reasonable period shall in no event be less than the period to which
      Landlord would be entitled, under this Lease or otherwise, after similar
      notice, to effect such remedy).

            31.2. If, in connection with obtaining, continuing or renewing
      financing for which the Demised Premises or the Building or any interest
      therein represents collateral in whole. or in part, a banking, insurance
      or other lender shall request reasonable modifications of this Lease as a
      condition of such financing, Tenant will not unreasonably withhold, delay,
      condition or defer its consent thereto, provided that such modifications
      do not increase the monetary obligations of Tenant hereunder or adversely
      affect to a material degree Tenants leasehold interest hereby created.

      32. Rules and Regulations. Tenant agrees to comply with rules and
regulations established by Landlord from time to time, which Landlord agrees
will be uniformly applied to all tenants to the extent uniformly applicable. The
existing rules and regulations are appended hereto as Exhibit "D".

      33. Governing Law. The Lease shall be governed by and construed in
accordance with the laws of the State of Pennsylvania.

      34. Severability. If any provision of the Lease shall prove to be invalid,
void or illegal, it shall in no way affect any other provision hereof and the
remaining provisions shall nevertheless remain in full force and effect.

      35. Notices. All notices and statements required or permitted under the
Lease shall be in writing, delivered in person or sent by United States
Registered or Certified Mail, postage prepaid, addressed as follows:

          As to Landlord:
          Executive Center Associates
          855 Springdale Drive
          Exton, PA 19341

          and
          Executive Center Associates
          c/o Merion Commercial Realty, Inc.
          125 Strafford Avenue, Suite 300
          Wayne, PA 19087


                                       20
<PAGE>

          As to Tenant:

          InfoActiv, Inc.
          999 West Chester Pike, Suite 202
          West Chester, PA 19380

Either party may at any time, in the manner set forth for giving notices to the
other, designate a different address to which notices to it shall be sent. Any
such notice shall be deemed received by the respective party three (3) business
days after posting.

      36. Brokers. Tenant represents and warrants to Landlord that Tenant has
not dealt with any broker, firm, company or person in connection with the
negotiation for or the obtaining of the Lease. Tenant represents and warrants to
Landlord that no other broker, firm, company or person was involved in the
negotiation for or the obtaining of the lease, other than Agent.

      37. Signs. Tenant shall not, without the prior written consent of
Landlord, paint, place or erect any sign on the exterior doors or walls of the
Demised Premises or of the Building and only in accordance with applicable
Governmental Regulations.

      38. Security Deposit. Upon the execution of the Lease, Tenant agrees to
deposit with Landlord, in addition to the first month's rent, the additional sum
of $4,000.00 to be held by Landlord as security for the faithful performance of
all the terms and conditions of the Lease ("Security Deposit"). Should the
Tenant fail to live up to the terms and conditions of the Lease, Landlord shall
have the right, at any time and from time to time, to apply the Security Deposit
or any part thereof, for the purpose of curing any such default or for the
purpose of reimbursing Landlord for any damage or costs occasioned by such
default, but the right of Landlord to apply the Security Deposit shall not
eliminate any other remedies available to Landlord under the Lease or under
applicable law. If the Security Deposit, or any part thereof, is so applied by
Landlord, Tenant shalt within three (3) days after demand, deposit additional
funds with Landlord to restore the Security Deposit to its original amount, and
failure to do so shall constitute an additional default under the Lease.

            38.1. If the Tenant shall have faithfully lived up to all the terms
      and conditions of the Lease, the Security Deposit (without interest) shall
      be refunded to Tenant within thirty (30) days after the expiration or
      sooner termination of the Lease; provided, however, that Tenant first
      shall have vacated the Demised Premises and surrendered possession thereof
      to the Landlord by delivery of keys, in accordance with the Lease
      provisions and shall have returned the Demised Premises to Landlord in
      good order and repair.

            38.2. Nothing herein contained shall require Landlord to hold the
      sum so deposited as a trust fund, nor establish any relationship other
      than that of debtor and creditor with respect to said funds so deposited.


                                       21
<PAGE>

            38.3. If Landlord shall assign or otherwise transfer its interest in
      the Lease, Landlord shall have the right to transfer the Security Deposit
      to the assignee or other transferee of such interest (with like right of
      transfer to any subsequent assignee or other transferee) and upon such
      transfer, Landlord shall be released and relieved from all liability
      and/or responsibility with respect to the Security Deposit and/or the
      return of the application thereof.

      39. Use of Information in Advertising. Landlord and any agent employed by
Landlord shall be permitted to utilize the name of Tenant and any occupant or
user of the Demised Premises, and other general information about the Tenant and
such occupant or user, and the terms of the Lease, in advertising and
promotional material utilized by them.

      40. Captions. The titles to paragraphs of the Lease are for convenience of
reference only, and are not to be construed as defining, limiting or modifying
the scope or intent of any of the terms and conditions of the Lease.

      41. Entire Agreement. This Lease constitutes the entire agreement between
the parties relating to the subject matter contained herein. Neither party
hereto has made any representations or promises except as contained herein or in
some further writing signed by the party making such representation or promise,
which, by its express terms, is intended to supplement the terms hereof. Without
limiting the foregoing, this Lease supersedes all prior negotiations,
agreements, informal brochures, letters, promotional information, proposals, and
other statements and materials made or furnished by Landlord or its agents. No
agreement hereinafter made shall be effective to change, modify, discharge,
waive obligations under, or effect an abandonment of this Lease, in whole or in
part, unless such agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge, waiver or abandonment is
sought. Notwithstanding the foregoing, no warranty, representation, covenant,
writing, document, instrument, amendment, modification, agreement or like
instrument shall be binding upon or enforceable against Landlord unless executed
by Landlord.

      42. Landlord's Reliance. Landlord has executed the Lease in reliance upon
certain financial information which has been submitted by Tenant to Landlord
prior to the execution of the Lease (the "Financial Information"). From time to
time, upon five (5) days written request by Landlord, Tenant will submit to
Landlord current financial, information, in detail reasonably satisfactory to
Landlord, in order for Landlord to properly determine Tenant's then financial
condition. As a material inducement to Landlord to enter into this Lease, Tenant
(and each party executing this Lease on behalf of Tenant individually)
represents and warrants to Landlord that: (i) the Financial Information is
complete, true and correct and a presents a fair representation of Tenant's
financial condition at the time of signing of this Lease; (ii) Tenant and the
party executing on behalf of Tenant are fully and properly authorized to execute
and enter into this Lease on behalf of Tenant and to deliver the same to
Landlord; (iii) the execution, delivery and full performance of this Lease by
Tenant do not and shall not constitute a violation of any contract, agreement,
undertaking, judgment, law, decree, governmental or court order or other
restriction of any kind to which Tenant is a party or by which Tenant may be
bound; (iv) Tenant


                                       22
<PAGE>

has executed this Lease free from fraud, undue influence, duress, coercion or
other defenses to the execution of this Lease; (v) this Lease constitutes a
valid and binding obligation of Tenant, enforceable against Tenant in accordance
with its terms; (vi) each individual executing this Lease on behalf of Tenant is
legally competent, has attained the age of majority and has fall capacity to
enter into this Lease; and (vii) if Tenant is a corporation or a partnership:
(a) Tenant is duly organized, validly existing and in good standing under the
laws of the state of its organization and has full power and authority to enter
into this Lease, to perform its obligations under this Lease in accordance with
its terms, and to transact business in Pennsylvania; (b) the execution of this
Lease by the individual or individuals executing it on behalf of Tenant, and the
performance by Tenant of its obligations under this Lease, have been duly
authorized and approved by all necessary corporate or partnership action, as the
case may be; and (c) the execution, delivery and performance of this Lease by
Tenant is not in conflict with Tenant's bylaws or articles of incorporation,
agreement of partnership, or other charters, agreements, rules or regulations
governing Tenant's business as any of the foregoing may have been supplemented,
modified, amended, or altered in any manner.

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

LANDLORD:
Executive Center Associates


By:________________________
its:

TENANT:
InfoActiv, Inc.


By:________________________                            (Attest)
its:                                                   (Seal)


                                       23
<PAGE>

                                    EXHIBIT A


                                  [insert plan]


                                       24
<PAGE>

                                    EXHIBIT B


                                    [insert]


                                       25
<PAGE>

                                    EXHIBIT C


                                     DELETED


                                       26
<PAGE>

                                    EXHIBIT D

                              RULES AND REGULATIONS

All terms used herein shall be interpreted consistent with the Lease attached
hereto. If the Rules and Regulations conflict with the Lease, the Lease shall
govern.

1.    The sidewalks, entrances, passages, courts, vestibules, stairways,
      corridors or halls. shall not be obstructed or encumbered by any Tenant or
      used for any purpose other than ingress and egress to and from the Demised
      Premises.

2.    No awnings or other projections shall be attached to the outside walls of
      the Building. No curtains, blinds, or shades shall be attached to or hung
      in, or used in connection with, any window or door of the Demised
      Premises, without the prior written consent of the Landlord. Such
      curtains, blinds, shades, or other fixtures must be of a quality, type,
      design, and color, and attached in the manner approved by Landlord.

3.    No sign, advertisement, notice or other lettering shall be exhibited,
      inscribed, painted or affixed by any Tenant on any part of the outside of
      the Demised Premises or Building without the prior written consent of the
      Landlord. In the event of the violation of the foregoing by any Tenant,
      Landlord may remove the same without any liability, and may charge the
      expense incurred by such removal to the Tenant violating this rule. Signs
      on the building directories shall be inscribed, painted or affixed for
      each Tenant by the Landlord at the expense of such Tenant, and shall be of
      a size, color and style determined by the Landlord.

4.    The windows and doors that reflect or admit light and air into the halls,
      passageways or other public places in the Building shall, not be covered
      or obstructed by any Tenant, nor shag any bottles, parcels, or other
      articles be placed on the window sills.

5.    The water and wash closets and other plumbing fixtures shall not be used
      for any purposes other than those for which they were constructed, and no
      sweepings, rubbish, rags, or other substances shall be thrown therein. All
      damages resulting from any misuse of the fixtures shall be borne by the
      Tenant who, or whose servants, employees, agents, visitors or licensees,
      shall have caused the same.

                                    EXHIBIT D
                                Page 1 of 3 Pages


                                       27
<PAGE>

6.    No Tenant shall make, paint, drill into, or in any way deface any part of
      the Demised Premises or the Building. No boring, cutting or stringing of
      wires shall be permitted, except with the prior written consent of the
      Landlord, and as the Landlord may direct. No Tenant shall lay tile, or
      other similar or dissimilar floor covering, so that the same shall come in
      direct contact with the floor of the Leased Premises.

7.    No noise, including, but not limited to music or to the playing of musical
      instruments, or radio or television, which, in the judgment of the
      Landlord might disturb other Tenants in the Building, shall be made or
      permitted by any Tenant. Nothing shall be done or permitted in the Demised
      Premises by any Tenant which would impair or interfere with the use or
      enjoyment by any other tenant of any other space.

8.    No additional locks or bolts of any kind shall be placed upon any of the
      doors by any Tenant nor shall any changes be made in existing locks or the
      mechanism thereof Each Tenant must, upon the termination of its tenancy,
      return to the Landlord all keys of offices and toilet rooms, either
      furnished to, or otherwise procured by, such Tenant, and in the event of
      the loss of any keys, so furnished, such Tenant shall pay to the Landlord
      the cost thereof.

9.    Except as designated by Landlord, no Tenant shall occupy or permit any
      portion of the space demised to it to be occupied as an office for a
      public stenographer or public typist, for the sale of tobacco in any form,
      for the sale of newspaper and magazines, or as a barber, beauty or
      manicure shop, or as an employment bureau. No Tenant shall engage or pay
      any employees on the Demised Premises, except those actually working for
      such Tenant in said space, nor advertise for laborers giving an address at
      said space. Tenant shall not permit the Demised Premises or any part
      thereof to be used for the possession, storage, manufacture or sale of
      liquor, narcotics, or dope.

10.   Landlord shall have the right to prohibit any advertising by any Tenant
      which, in Landlord's judgment, tends to impair the reputation of the
      Building or its desirability as a Building for offices, and upon written
      notice from Landlord, Tenant shall refrain from or discontinue such
      advertising.

                                    EXHIBIT D
                                Page 2 of 3 Pages


                                       28
<PAGE>

11.   The Demised Premises shall not be used for lodging or sleeping or for any
      immoral or illegal purpose. No animals or birds shall be brought upon the
      Demised Premises.

12.   The requirements of the Tenants will be attended to only upon application
      at the office of the Building or the office of the Landlord. Employees of
      Landlord shall not perform any work or do anything outside of the regular
      duties, unless under special, instructions from the office of the
      Landlord.

13.   Canvassing, soliciting and peddling in the Building is prohibited and each
      Tenant shall cooperate to prevent same.

14.   There shall not be used in any space, or in the public halls of the
      Building, either by any Tenant or by jobbers or others, in the delivery or
      receipt of merchandise, any hand trucks, except those equipped with rubber
      tires and side guards and approved by the Landlord.

15.   Unless Landlord shall furnish electricity hereunder as a service included
      in the rent, Tenant shall at the Tenant's expense, provide artificial
      light and electric current for the employees of Landlord and/or Landlord's
      contractors while doing janitor service or other cleaning in said Demised
      Premises and while making repairs or alterations in said Demised Premises.

16.   Tenant shall not conduct any restaurant, luncheonette or cafeteria for the
      sale or service of food or beverages to others, or cause or permit any
      odors of cooking or other process or any unusual or objectionable odors to
      emanate from the Demised Premises. Tenant shall not install or permit the
      installation or use of any food, beverage, cigarette, cigar or stamp
      dispensing machine except in areas specifically designed for same and
      approved by the Landlord.

17.   No Tenant shall take any action which would interfere with the heating and
      cooling systems in the Demised Premises.

18.   No Tenant shall place anything on the roof of the Buildings. Antennas
      shall only be permitted with Landlord's approval.

19.   Installation of any equipment which could disturb other Tenants shall be
      made only with the approval of Landlord and in a fashion designated by
      Landlord so as not to affect other Tenants.

                                    EXHIBIT D
                                Page 3 of 3 Pages


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