<PAGE>
                                                                    EXHIBIT 10.7



                                 OFFICE SUBLEASE

         THIS OFFICE SUBLEASE ("Sublease") is made and entered into as of the
6th day of August, 2001, by and between AIRSIDE BUSINESS PARK L.P., a
Pennsylvania limited partnership ("Landlord") and MICHAEL BAKER JR. CORPORATION,
a Pennsylvania corporation ("Subtenant").


                               1. BASIC PROVISIONS

         This Article contains the basic lease provisions between Landlord and
Subtenant.

         A.       PREMISES. Building #100("Building") to be constructed at
Airside Business Park, Moon Township, Allegheny County, Pennsylvania (sometimes
referred to as the "Property", as further described in Article 32).

         B.       COMMENCEMENT DATE.  November 1, 2002, subject to Article 3.

         C.       EXPIRATION DATE.  October 31, 2012, subject to Article 3.

         D.       RENTABLE AREA. The rentable area of the Premises shall be
117,003 square feet, and the rentable area of the Property, which includes
Building #200, shall be 210,411 square feet.

         E.       SUBTENANT'S SHARE. Subtenant's share of Building #100, i.e.
the Premises, is one hundred percent (100%); Subtenant's share of the Property
shall be fifty-five and six-tenths percent (55.6%), subject to Article 32.

         F.       BASE RENT. Base Rent shall be paid pursuant to the following
schedule and as further described in Article 4:

<TABLE>
<CAPTION>

                PERIOD                             ANNUAL BASE RENT                       MONTHLY BASE RENT

<S>                                       <C>                                                <C>
Lease Years 1 and 2                       $17.78 per rentable square foot or                 $173,359.45
                                                     $2,080,313.40

Lease Years 3, 4 and 5                    $18.13 per rentable square foot or                 $176,772.02
                                                     $2,121,264.24

Lease Years 6-10                          $19.88 per rentable square foot or                 $193,834.97
                                                     $2,326,019.64

</TABLE>
<PAGE>

         G.       ADDITIONAL RENT. Subtenant shall pay Subtenant's Share of
Taxes and Expenses in excess of the amounts respectively for the "Base Tax Year"
and "Base Expense Year" (each as defined below), as further described in Article
4.

         (i) Base Tax Year is first full twelve (12) month period after Land and
Improvements are fully assessed by all applicable taxing bodies as complete, and
taxes for such twelve (12) month period are paid

         (ii) Base Expense Year is first full twelve (12) month period after
Building 100 is complete and all common areas completed.

         H.       PERMITTED USE. Executive and administrative offices and any
other uses permitted by law, subject to Article 7.

         I.       SECURITY DEPOSIT.  None.

         J.       BROKER (IF ANY). None.

         K.       GUARANTOR(S).  Michael Baker Corporation.

         L.       RIDERS/EXHIBITS. This Sublease includes, and by this reference
incorporates, exhibits attached or to be attached, as follows: Exhibit A
(Premises), Exhibit B (Signage Criteria), Exhibit C (Guaranty), Exhibit D
(Authority Estoppel Letter and Non-Disturbance Agreement), Exhibit E (Core and
Shell Design), Exhibit F (Addendum to Core and Shell Design/Procedures for
Production and Approval of Detailed Production Drawings), Exhibit G (Detailed
Production Drawings) and Rider One (Rules).


         M.       LANDLORD'S NOTICE ADDRESS (subject to Article 25).

                           Airside Business Park L.P.
                           c/o The Elmhurst Group
                           Suite 630
                           One Bigelow Square
                           Pittsburgh, PA  15219
                           Attention:  President and Chief Executive Officer

                  WITH A COPY TO:
                  --------------

                           Buchanan Ingersoll
                           One Oxford Centre
                           301 Grant Street
                           Pittsburgh, PA  15219-1410
                           Attn:  Jack J. Kessler, Esquire


                                      -2-
<PAGE>

         N.       SUBTENANT'S NOTICE ADDRESS (subject to Article 25).

                  Until the Commencement Date:

                           Michael Baker Jr. Corporation
                           Airport Office Park
                           Building 3
                           420 Rouser Road
                           Coraopolis, PA  15108-4740
                           Attention:  Chief Financial Officer

                  With a copy to:

                           Michael Baker Jr. Corporation
                           Airport Office Park
                           Building 3
                           420 Rouser Road
                           Coraopolis, PA  15108-4740
                           Attention:  General Counsel


                  On and After the Commencement Date:

                           Michael Baker Jr. Corporation
                           100 Airside Drive
                           Coraopolis, PA  15108
                           Attention:  Chief Financial Officer


                  With a copy to:

                           Michael Baker Jr. Corporation
                           100 Airside Drive
                           Coraopolis, PA  15108
                           Attention:  General Counsel


         O.       RENT PAYMENTS. Rent shall be paid to "Airside Business Park
L.P." at c/o The Elmhurst Group, Suite 630, One Bigelow Square, Pittsburgh,
Pennsylvania 15219 or such other parties and addresses as to which Landlord
shall provide advance notice.

         The foregoing provisions shall be interpreted and applied in accordance
with the other provisions of this Sublease. The terms of this Article, and the
terms defined in Article 32 and other Articles, shall have the meanings
specified therefor when used as capitalized terms in other provisions of this
Sublease or related documentation (except as expressly provided to the contrary
therein).

                                      -3-
<PAGE>

                            2. PREMISES AND CONDITION

         A.       THE PREMISES. Landlord hereby subleases to Subtenant and
Subtenant hereby subleases from Landlord the Premises.

         B.       CONSTRUCTION.

         1.       (a) Landlord shall (i) completely construct the Building, and
the improvements to be constructed upon the Common Areas ("Improvements") in
accordance with Core and Shell Design attached hereto as Exhibit E incorporated
herein, as the same shall be augmented by Detailed Production Drawings (the
"Drawings") to be submitted by Landlord to Subtenant for approval by Subtenant
in accordance with the terms and provisions of the Addendum to Core and Shell
Design/Procedures for Production and Approval of Detailed Production Drawings
attached hereto as Exhibit F. The Drawings, when approved by Subtenant in
accordance with the terms of Exhibit F will be incorporated herein by reference
as Exhibit G; said Drawings, and Exhibits E and F, as amended and supplemented,
are hereinafter collectively "the Construction Documents", and Landlord shall
also construct the Tenant Improvements all in compliance with all applicable
laws, codes, regulations, ordinances and conditions of record which affect the
Improvements and/or Common Areas (collectively the "Law") and the Master Lease
and (ii) obtain, as required by the Law for such construction, all necessary
permits, licenses and approvals of governmental and quasi- governmental
authorities having or claiming jurisdiction. On or prior to November 15, 2001,
Landlord shall (i) obtain all necessary building permits, approvals and licenses
(and provide copies to Subtenant), and (ii) commence construction (the
"Construction Commencement Date") of the Premises.

                  (b) Notwithstanding anything in this Sublease to the contrary,
neither Subtenant's preparation and review of the Construction Documents nor any
subsequent approvals or inspections with respect to the construction of the
Improvements shall relieve or waive as to any specific item(s), Landlord's
obligation to construct the Improvements in accordance with the Construction
Documents, and any deviation therefrom shall be invalid unless specifically and
expressly consented to in writing by Subtenant.

         2.       Once the Construction Documents are approved (and not before),
Landlord shall proceed diligently to construct the Improvements in accordance
with the Construction Documents so that the Commencement Date shall occur within
approximately thirteen (13) months from the date hereof.

         3.       If the Commencement Date does not occur on or before December
8, 2002 as a result of delays caused by the Subtenant breaching its obligations
under this Sublease or the Architect Agreement (as defined hereinafter),
Subtenant shall deduct as liquidated damages from Fixed Rent, one day's Base
Rent (calculated at a daily rate based on a thirty (30) day month) for each day
the Commencement Date is delayed beyond December 8, 2002. It is hereby agreed
that the liquidated damages to which Subtenant is entitled hereunder is a
reasonable forecast of just compensation for the harm that would be caused by
landlord's failure to satisfy the conditions for acceptance of the Premises.


                                      -4-

<PAGE>

         4.       Notwithstanding anything in this Sublease to the contrary,
including but not limited to Subsection 3 above, in the event (a) the
Construction Commencement Date has not occurred by December 1, 2001 or (b) the
Commencement Date has not occurred by January 31, 2003, Subtenant may, without
further liability or further obligation of either party to the other, terminate
this Sublease upon thirty (30) days' written notice to Landlord, and this
Sublease shall have no further force or effect, and Landlord shall (i) return to
Subtenant any sums previously paid to Landlord hereunder and (ii) pay to
Subtenant fifty percent (50%) of the amount of liquidated damages accruing under
Section 2.B.3 above to the effective date of the termination of this Sublease.


         C.       ACCEPTANCE OF THE PREMISES

         1.       Subtenant shall accept the Premises, only after all of the
following conditions are satisfied:

                  (a)      Substantial Completion (as defined herein) of the
Improvements and the Tenant Improvements has occurred in accordance with the
Construction Documents and Tenant Improvement Documents, as applicable;

                  (b)      Landlord has delivered to Subtenant all of the
written warranties, if any, for the portions of Premises to be maintained by
Subtenant;

                  (c)      Landlord has completed construction or alteration of
any Common Areas, parking facilities and other delivery and service areas
necessary as required by, and only to the extent shown on, the Construction
Documents; and

                  (d)      Landlord and each general contractor constructing any
portion of the Improvements and Tenant Improvements shall certify that the
Building, Premises, Tenant Improvements, and Common Areas have been completed in
accordance with the Construction Documents and the Tenant Improvement Documents,
as applicable.

         2.       "Substantial Completion" of the Improvements shall occur when
in accordance with the Construction Documents and Tenant Improvement Documents,
as applicable: (a) Landlord shall have completed -- subject only to "punch list"
items of the type described in item (b) below, all of the Improvements and
Tenant Improvements; (b) only mechanical adjustments or minor details of
construction or decoration or other items commonly recognized in the
construction industry as "punch list" items remain to be done which do not
unreasonably prevent Subtenant from readying the Improvements and Tenant
Improvements for the operation of Subtenant's business; and (c) certificates of
occupancy for the Premises, including the Tenant Improvements, have been issued
by all applicable governmental bodies.


         3.       Notwithstanding the terms of Section 2.C.2 of this Sublease,
during the first twelve (12) months after its acceptance of the Premises,
Subtenant shall be entitled to deliver to Landlord from time to time a written
list of items which Subtenant may discover were not completed in accordance with
the Construction Documents or Tenant Improvement Documents whether or not
Subtenant has previously delivered a list or lists of other deficiencies to be
corrected by Landlord. Landlord shall commence correction of such deficiencies
within twenty (20) days after Landlord's receipt of such list and shall complete
the correction of such

                                      -5-
<PAGE>

deficiencies within forty (40) days of Subtenant's notice (with up to an
additional forty (40) days if such deficiencies cannot reasonably be corrected
within thirty (30) days and if Landlord is diligently attempting a correction).
In the event that Landlord fails to commence or complete correction of such
deficiencies to the reasonable satisfaction of Subtenant within the time periods
required for Landlord to do so, Subtenant may cause such deficiencies to be
corrected at Landlord's expense. Landlord shall reimburse Subtenant for such
cost to correct deficiencies within the Improvements or Tenant Improvements
within thirty (30) days of demand. Subtenant may institute any action or
proceeding in a court of competent jurisdiction to collect such costs, together
with interests thereon at the Default Rate, from the date such expense or cost
is incurred by Subtenant until payment in full.

         4.       Landlord grants Subtenant and its employees and agents, at
their respective risks and subject to Landlord's reasonable rules and
regulations, a license to enter the Premises for purpose of inspecting
Landlord's construction and finish-out work prior to the Commencement Date.

         D.       SUBTENANT IMPROVEMENTS.

         1.       SUBTENANT IMPROVEMENT DOCUMENTS. Subtenant, at its sole
expense, shall submit to Landlord, on or before August 22, 2001, the programming
documents ("Programming Documents") for the improvements to the interior space
of the Building to be made for Subtenant (herein and hereinbefore "Tenant
Improvements") to be constructed by Landlord for Subtenant. Within twelve (12)
weeks after approval by Subtenant of the last of the Drawings required pursuant
to Section 2.B above for Improvements, Landlord shall submit to Subtenant, for
Subtenant's approval, two (2) original copies of a complete set of Design and
Production Documents for the Tenant Improvements. After the Design and
Production Documents are approved, Landlord shall obtain three (3) bids for a
firm price to construct the Tenant Improvements. Subtenant shall, within ten
(10) days after receipt of such firm price approve one firm price, in which
event the Landlord shall construct the Tenant Improvements for such price; but
if no firm price is acceptable to Subtenant, Subtenant may request that changes
be made to the Design Production Documents for re-submission for a bid or bids
for a firm price acceptable to Subtenant. Once the firm price is agreed to by
Subtenant, the Design and Production Documents and Programming Documents will
become the "Tenant Improvement Documents" to be used by Landlord to construct
the Tenant Improvements.

                  Landlord and Subtenant acknowledge, however, that during
construction of the Tenant Improvements, Subtenant may request written changes
in design to the Tenant Improvements. Landlord agrees that so long as Subtenant
agrees to pay any increased costs associated with such requested changes,
Landlord will agree not to unreasonably withhold consent to the same, provided
further that such changes do not conflict with Master Lease or any Law; any
reduction in price resulting from such changes shall likewise reduce the fixed
price.


         2.       SUBTENANT ALLOWANCE. Subtenant is hereby given an allowance of
Twenty Dollars ($20.00) per square foot of Rentable Area in the Premises
("Subtenant Allowance"), excluding 5,695 square feet of areas to be improved by
Landlord as part of Core and Shell Design so that the Subtenant allowance shall
be $2,226,160.00. To the extent that the fixed price for the cost of
construction of the Tenant Improvements is in excess of the Subtenant Allowance,
Subtenant


                                      -6-

<PAGE>

will pay to Landlord such excess sum for Tenant Improvements completed
on the Commencement Date within thirty (30) days after the Commencement Date;
provided, Subtenant shall pay to Landlord such excess sums for Tenant
Improvements later completed by Landlord within 30 days of the final completion
thereof by Landlord. If the Subtenant Allowance is more than the fixed price to
construct the Tenant Improvements (as such fixed price may adjust as a result of
change orders), any excess Subtenant Allowance will be paid to Subtenant within
thirty (30) days after the Commencement Date.

         E.       MASTER LEASE. This Sublease is, and shall at all times be,
subject and subordinate in priority to the terms of that certain Lease Agreement
dated as of June 25, 1999 (the "Master Lease") by and between Landlord and the
County of Allegheny, a political subdivision of the Commonwealth of Pennsylvania
(the "County"), assigned by the County to the Allegheny County Airport Authority
(the "Authority"). This Sublease shall be subordinate to the Master Lease,
subject, however, to the benefits conferred upon Subtenant under the Estoppel
Letter and Non-Disturbance Agreement in the form attached or to be attached as
Exhibit D hereto and to be signed by the Authority and the parties hereto.
Nothing herein shall obligate Subtenant to perform any of the obligations or
liabilities of Landlord, as Lessee, under the Master Lease; Landlord hereby
agrees to perform all the obligations of Lessee under the Master Lease.


                            3. TERM AND COMMENCEMENT

         A.       TERM AND CONFIRMATION. The term ("Term") of this Sublease
shall commence on the Commencement Date and end on the Expiration Date, unless
sooner terminated as provided herein, subject to adjustment as provided below
and the other provisions hereof. If the Commencement Date is advanced or
postponed as provided below, the Expiration Date set forth in Article 1 shall be
similarly changed to end on the last day of the month in which the tenth
anniversary of the Commencement Date occurs. Subtenant and Landlord shall
execute a confirmation of the Commencement Date and Expiration Date and other
matters in such form as either may reasonably request within ten (10) days after
requested; any failure to respond within such time shall be deemed an acceptance
of the matters as set forth in such party's confirmation.


         B.       COMMENCEMENT. Notwithstanding the dates set forth in Sections
1B and C above, the Commencement Date, Rent and Subtenant's other obligations
shall commence on such date as (i) Landlord substantially completes Improvements
to the Premises and the Property required under this Sublease to an extent that
Subtenant is able to occupy the Premises (including all utilities and
mechanicals being connected and in working order), and Landlord delivers
possession thereof, together with all occupancy certificates required for
Subtenant to occupy the Premises or (ii) Subtenant, with Landlord's written
permission, otherwise commences occupying the Premises. If Subtenant commences
occupancy of a portion of the Premises, the Rent and Subtenant's other
obligations shall be so advanced with respect to such portion (and fairly
prorated based on the rentable square footage involved), but in no event shall
Subtenant be obligated to accept less than the whole Premises unless such
portion delivered for occupancy is at least 2/3 of all the Premises, such
portion is substantially complete, including the applicable Tenant Improvements
and such portion is fully usable by Subtenant for Subtenant's intended uses
(including availability of elevators, utilities, and mechanicals, parking and
other amenities). Further, Subtenant shall not be required to accept possession
of the Premises, or any part thereof


                                      -7-
<PAGE>

prior to November 1, 2002. Notwithstanding delivery of possession of a portion
of the Premises to Subtenant, but not all of the Premises and commencement of
payment of Rent with respect to such portion of the Premises, the Commencement
Date shall not be deemed to occur, or the term of this Sublease shall not begin,
in any event until (i) above occurs as to all the Improvements. During any
period that Subtenant shall be permitted to enter the Premises prior to the
Commencement Date other than to occupy the same (e.g., to perform alterations or
improvements), Subtenant shall comply with all terms and provisions of this
Sublease, except those provisions requiring the payment of Base Rent. Landlord
shall permit early entry, so long as the Premises are legally available,
Subtenant's entry and/or work will not unreasonably interfere with Landlord's
Work required under this Sublease, and Subtenant is in compliance with the other
provisions of this Sublease, including the insurance requirements under Article
10.

         C.       COMMENCEMENT DELAYS. The Commencement Date, Rent and
Subtenant's other obligations shall be postponed to the extent Subtenant is
unable to occupy the Premises because Landlord fails: (i) to substantially
complete any improvements to the Premises required to be performed by Landlord
under this Sublease or (ii) to deliver possession of the Premises for any other
reason, except to the extent that Subtenant, its contractors, agents or
employees in any way contribute to either such failures.

         D.       ARCHITECT AGREEMENT. Landlord acknowledges that performance by
Subtenant of its obligations under that Agreement between Owner and Architect
dated August 6, 2001, ("Architect Agreement") including entry to the Premises
and work thereon will not be deemed possession or occupancy of the Premises by
Subtenant hereunder.

         E.       OPTION TO EXTEND.

         1.       Subtenant is hereby granted the option to extend the term of
this Sublease for two (2) additional periods of five (5) years each (each such
five (5) year period shall be referred to herein as an "Extension Term"). Each
Extension Term shall be upon the same terms and conditions of this Sublease,
except that Base Rent shall be the then fair market rental value of the Premises
as determined pursuant to paragraph 2 below. To exercise either or both options,
Subtenant must not be in Default at the time it exercises an option and must
give written notice (the "Extension Notice") to Landlord that Subtenant is
exercising the option at least fifteen (15) months before the end of the initial
Term or the then current Extension Term, as the case may be.


         2.       EXTENSION TERM RENT. The Base Rent during the Extension Term
("Extension Term Rent") shall be the then fair market rental value of the
Premises (the "Market Rent") less nine (9) cents per square foot (or
approximately $10,530 annually and approximately $877.50 monthly). For purposes
hereof, the Market Rent shall mean the amount that a landlord under no
compulsion to lease the Premises and a tenant under no compulsion to lease the
Premises would determine as rents (including initial monthly rent and rental
increases) for the Extension Term, as of the commencement of the Extension Term,
taking into consideration the quality, size, design, and location of the
Premises, the rent for comparable premises located in the Coraopolis,
Pennsylvania area and tenant inducements, such as rent abatements and
improvement allowances, then available in such area. Landlord and Subtenant
shall have thirty (30) days after Subtenant gives the Extension Notice to agree
upon the Market Rent and the Extension Term

                                      -8-

<PAGE>
Rent. If Landlord and Subtenant are unable to agree upon the Market Rent and
the Extension Term Rent within said thirty (30) day period, then within ten (10)
days after the expiration of the said thirty (30) day period, Landlord and
Subtenant will each appoint a real estate appraiser with at least five (5)
years' full-time commercial/office appraisal experience in the Pittsburgh,
Pennsylvania area to appraise the Market Rent. Each party shall bear the fee of
its own appraiser. If either Landlord or Subtenant does not appoint an appraiser
within ten (10) days after the other has given notice of the name of its
appraiser, the single appraiser appointed will be the sole appraiser and will
set the Market Rent. If two appraisers are appointed pursuant to this paragraph,
they will meet promptly and attempt to set the Market Rent. If they are unable
to agree within thirty (30) days after the second appraiser has been appointed,
they will appoint a third appraiser meeting the qualifications stated in this
paragraph within ten (10) days after the last day the two appraisers are given
to set the Market Rent. Landlord and Subtenant will bear one-half (1/2) of the
third appraiser's fee. The third appraiser must be a person who has not
previously acted in any capacity for either Landlord or Subtenant. Within thirty
(30) days after the selection of the third appraiser, a majority of the
appraisers will set the Market Rent. If a majority of the appraisers are unable
to set the Market Rent within thirty (30) days after selection of the third
appraiser, the three appraisals will be averaged and the average will be the
Market Rent. Once Market Rent is determined, the applicable Extension Term Rent
will then be calculated in accordance with the formula above. Notwithstanding
anything to the contrary herein, Subtenant may elect to rescind the exercise of
its option to extend the term of Sublease if the Market Rent and Extension Term
Rent as determined in accordance herewith are unacceptable to it upon written
notice to Landlord of such rescission within ten (10) business days after
receipt by Subtenant of written notice of the applicable Market Rent and
Extension Term Rent for the proposed Extension Term.

                        4. BASE RENT AND ADDITIONAL RENT

         A.       BASE RENT. Subtenant shall pay Landlord the monthly Base Rent
set forth in Article 1 in advance on or before the first day of each calendar
month during the Term; provided, Subtenant shall pay Base Rent for the first
full calendar month for which Base Rent shall be due (and any initial partial
month) when Subtenant executes this Sublease.

         B.       TAXES AND EXPENSES. Subtenant shall pay Landlord Subtenant's
Share of Taxes and Expenses in excess of the amounts of Taxes and Expenses
respectively for the Base Tax Year and Base Expense Year in the manner described
below. The foregoing capitalized terms shall have the meanings specified
therefor in Articles 1 and 32.

         C.       PAYMENTS.  Subtenant shall pay such amounts as follows:

                  (i) For each year after the respective Base Expense Year,
         Landlord may reasonably estimate in advance the amounts Subtenant shall
         owe for Expenses for any full or partial subsequent calendar year of
         the Term. In such event, Subtenant shall pay such estimated amounts, on
         a monthly basis, on or before the first day of each calendar month,
         together with Subtenant's payment of Base Rent. Such estimate may be
         reasonably adjusted from time to time by Landlord, including
         adjustments to reflect the final Tax bills each year.


                                      -9-
<PAGE>

                  (ii) Within 120 days after the end of the respective Base
         Expense Year and each Expense Year thereafter, or as soon thereafter as
         practicable, Landlord shall provide a statement (the "Statement") to
         Subtenant showing: (a) the amount of actual Expenses for such twelve
         (12) month period, with a listing of amounts for major categories of
         Expenses, (b) any amount paid by Subtenant towards Expenses during such
         twelve (12) month period on an estimated basis, and (c) any revised
         estimate of Subtenant's obligations for Expenses for the current twelve
         (12) month period.

                  (iii) If the Statement shows that Subtenant's estimated
         payments were less than Subtenant's actual obligations for Expenses for
         such twelve (12) month period, Subtenant shall pay the difference
         within twenty (20) days after Landlord sends the Statement.

                  (iv) If the Statement shows an increase in Subtenant's
         estimated payments for the current twelve (12) month period, Subtenant
         shall: (a) pay the difference between the new and former estimates for
         the period from the beginning of such twelve (12) month period through
         the month in which the Statement is sent within twenty (20) days after
         Landlord sends the Statement, and (b) thereafter pay the new estimated
         amount until Landlord further revises such estimated amount.

                  (v) If the Statement shows that Subtenant's estimated payments
         exceeded Subtenant's actual obligations for Expenses, Landlord shall
         credit the difference against payment of Rent next due. If the Term
         shall have expired and no further Rent shall be due, Landlord shall
         provide a refund of such difference at the time Landlord sends the
         Statement.

                  (vi) Landlord reserves the right to reasonably change, from
         time to time, the manner or timing of Subtenant's payments for Expenses
         but not more often than once in any Lease Year. In lieu of providing
         one Statement covering all such items, Landlord may provide separate
         statements, at the same or different times.

                  (vii) Subtenant shall pay Subtenant's Share of Taxes within
         twenty (20) days after receipt of a statement from Landlord (including
         a copy of the tax bill) showing the amount of Taxes owing in excess of
         the Taxes owing and payable for the Base Tax Year and Subtenant's Share
         thereof. Landlord shall also provide to Subtenant within sixty (60)
         days after the end of the Base Tax Year, a statement of the Taxes
         payable or owing for the Base Tax Year, together with copies of the tax
         bills therefor.

         D.       FISCAL YEARS AND TAX YEARS. If Landlord now or hereafter uses
a non-calendar fiscal year: (i) all references to calendar years herein shall
refer to such fiscal years, (ii) all references to January 1 and December 31
herein shall refer, respectively, to the first and last days of such fiscal
years as the context requires, and (iii) if Landlord changes fiscal years,
Landlord shall make appropriate prorations such that Subtenant's obligations
hereunder are not adversely affected thereby. Subject to Paragraph F below,
Landlord shall include in Taxes each year hereunder: (a) in general, the amounts
levied, assessed or imposed for such year and paid in such year, (b) for
personal property taxes, the amounts paid during such year, and (c) for Taxes
paid in installments over more than one year, the amounts paid each year, and
any interest thereon (so long as the payment is not a result of the acts of
Landlord). If any taxing authority uses a fiscal


                                      -10-
<PAGE>

year other than a calendar year, Landlord may elect from time to time,
consistent with sound accounting and management practices, to require payments
by Subtenant based on: (x) amounts payable during each calendar year without
regard to such fiscal years, (y) amounts payable during each calendar year,
averaging the bills for each calendar year based on the number of days or months
of such calendar year included in each fiscal tax year, or (z) amounts payable
during each fiscal tax year.

         E.       TAX REFUNDS, PROTEST COSTS, AND EXPENSE ADJUSTMENTS FOR PRIOR
YEARS. Landlord shall each year: (i) credit against Taxes any refunds received
during such year, (ii) include, in either Taxes or Expenses, any reasonable fees
for attorneys, consultants and experts, and other costs paid during such year in
attempting to protest, appeal or otherwise seek to reduce or minimize Taxes,
whether or not successful, (iii) credit against Expenses the cost of any item
previously included in Expenses, to the extent that Landlord receives
reimbursement from insurance proceeds or a third party during such year
(excluding tenant payments for Taxes and Expenses), and (iv) make any other
appropriate changes to reflect adjustments to Taxes or Expenses for prior years,
regardless of whether Landlord uses an accrual system of accounting for other
purposes.

         F.       PRORATIONS. If the Term commences on a day other than the
first day of a calendar month or ends on a day other than the last day of a
calendar month, the Base Rent and any other amounts payable on a monthly basis
shall be prorated on a per diem basis for such partial calendar months. If the
Term commences other than on January 1, or ends other than on December 31,
Subtenant's obligations to pay amounts towards Taxes and Expenses for such first
or final calendar years shall be prorated on a per diem basis to reflect the
portion of such years included in the Term.

         G.       PAYMENTS AFTER SUBLEASE TERM ENDS. Subtenant's obligations to
pay its share of Taxes and Expenses (or any other amounts) accruing during, or
relating to, the period prior to expiration or earlier termination of this
Sublease, shall survive such expiration or termination. Landlord may reasonably
estimate all or any of such obligations within a reasonable time before, or
anytime after, such expiration or termination. Subtenant shall pay the full
amount of such estimate, and any additional amount due after the actual amounts
are determined, in each case within twenty (20) days after Landlord sends a
statement therefor. If the actual amount is less than the amount Subtenant pays
as an estimate, Landlord shall refund the difference within twenty (20) days
after such determination is made.

         H.       LANDLORD'S ACCOUNTING PRACTICES AND RECORDS. Landlord shall
maintain records respecting Taxes and Expenses and determine the same in
accordance with sound accounting and management practices. Subject to the other
provisions of this Article, Landlord may from time to time use a full accrual
system of accounting, or a modified cash basis of accounting with appropriate
accrual adjustments to ensure that each year includes substantially the same
major recurring items. Unless Subtenant takes exception by notice to Landlord
within 180 days after Landlord provides any Statement to Subtenant, such
Statement shall be considered final and binding on Subtenant (except as to
additional Expenses or Taxes not then known or omitted by error). Pending
resolution of any such exceptions, Subtenant shall pay Subtenant's Share of
Taxes and Expenses in the amounts shown on such Statement, subject to credit,
refund or additional payment after any such exceptions are resolved.


                                      -11-

<PAGE>

         Landlord shall permit Subtenant or Subtenant's duly authorized agent,
during the Term and for a period of one (1) year following the expiration or
earlier termination of this Sublease, to: (i) examine, during normal business
hours and upon forty-eight (48) hours notice, any of Landlord's records related
to the calculation of Taxes and Expenses as required in this Section 4(H); and
(b) at any time after seven (7) days prior written notice to Landlord of its
intention to do so, but not more than once every lease year respectively for
Taxes and for Expenses, cause to be made a complete audit of Landlord's records
of Taxes and/or Expenses, respectively, for any lease year. Any audit as
described in this Section 4(H) shall be at Subtenant's expense except that if
such audit discloses that actual Taxes and/or Expenses for any lease year
exceeded by more than five percent (5%) of the amount reported to Subtenant,
then the cost of such audit shall be paid by Landlord and Subtenant will be
credited the amount overpaid in the next months Base Rent or be refunded to
Subtenant, if after expiration of this Sublease.

         I.       BASE YEAR ADJUSTMENTS. If Taxes for the Base Tax Year are
reduced as the result of protest, or by means of agreement, or as the result of
legal proceedings or otherwise, Landlord shall adjust Subtenant's obligations
for Taxes in all years following the Base Tax Year, and Subtenant shall pay
Landlord within thirty (30) days after notice any additional amount required by
such adjustment for any such years or portions thereof that have theretofore
occurred. Provided, if the Taxes for the Base Tax Year are contested, Landlord
also agrees to contest, and to diligently prosecute such contest, the Taxes
assessed for any subsequent years through and including the year in which final
determination of the Taxes for the Base Tax Year is rendered. Landlord shall
exclude from Base Year Expenses any non-recurring items, including capital
expenditures. If Landlord eliminates from any subsequent year Expenses a
recurring category of expenses previously included in Base Year Expenses (and
which Expense is not otherwise picked up in a new or other existing category of
Expense), Landlord may subtract such category from Base Year Expenses commencing
with such subsequent year.

         J.       CONTEST OF TAXES. If Subtenant desires to contest any ad
valorem assessment or the validity or amount of any Tax and gives Landlord
written notice of this intention, then Subtenant may join with Landlord in
contesting such Taxes or assessments or if Landlord refuses to contest such Tax
assessment, Subtenant may at its sole cost and expense contest the assessment or
Tax without being in default hereunder.

         K.       GENERAL PAYMENT MATTERS. Base Rent, Taxes, Expenses, and any
other amounts which Subtenant is or becomes obligated to pay Landlord under this
Sublease or other agreement entered in connection herewith, are sometimes herein
referred to collectively as "Rent," and all remedies applicable to the
non-payment of rent shall be applicable thereto. Rent shall be paid in good
funds and legal tender of the United States of America. Subtenant shall pay Rent
without any deduction, recoupment, set-off, counterclaim or defense, except as
may otherwise be set forth herein. Rent obligations hereunder are independent
covenants. A delay by Landlord in providing the Statement (or separate
statements) which extends beyond twenty-four (24) months after the expiration of
such Tax Year or Expense Year shall be deemed a waiver of Landlord's right to
require payment of Subtenant's obligations for actual or estimated Taxes or
Expenses. In no event shall a decrease in Taxes or Expenses ever decrease the
monthly Base Rent or give rise to a credit against Base Rent in favor of
Subtenant. During the period that Subtenant is in Default hereunder, Landlord
may apply payments received from Subtenant to any obligations of Subtenant then
accrued, without regard to such obligations as may be designated by Subtenant.

                                      -12-
<PAGE>

                               5. QUIET ENJOYMENT

         Landlord agrees that if Subtenant timely pays the Rent and performs the
terms and provisions hereunder, Subtenant shall hold the Premises during the
Term, free of lawful claims by any party acting by or through Landlord, subject
to any Mortgages and to all other terms and provisions of this Sublease and of
the Master Lease. Landlord represents that on the date hereof no mortgage or
judgment currently encumbers the Property. Landlord's liability under this
covenant shall cease upon the conveyance or other transfer of the Property.


         Landlord agrees that, within ninety (90) days of the date hereof, it
         shall obtain, at Landlord's cost and expense, (i) as to any Mortgage(s)
         now existing made covering the Premises, a non-disturbance agreement
         from the holder of such Mortgage, and (ii) as to the Master Lease, a
         non-disturbance agreement from the Authority, which shall provide that
         so long as Subtenant is not in default beyond expiration of any grace
         period in its obligations under this Sublease, its possession of the
         Premises will not be disturbed during the Term, it being covenanted and
         agreed by Subtenant that the holder of any Mortgage (the "Holder"), or
         anyone claiming by, through or under said Holder or the Authority shall
         not be (i) liable for any act or omission of any prior landlord
         (including Landlord), (ii) subject to any offsets or defenses which
         Subtenant might have against any prior landlord (including Landlord),
         or (iii) bound by any fixed rent, Base Rent or other charges which
         Subtenant might have paid for more than thirty (30) days in advance to
         a prior landlord (including Landlord) other than the initial monthly
         rent and any other sums paid on execution hereof, or (iv) bound by any
         material modification of this Sublease made without the consent of such
         Holder or the Authority. The inability of Landlord to obtain such
         agreement shall not be deemed a default on Landlord's part of its
         obligations hereunder, or impose any claim in favor of Subtenant
         against Landlord by reason thereof, or affect the validity of this
         Sublease. In the event such a non-disturbance and attornment is not
         obtained and delivered to Subtenant within said ninety days, Subtenant
         may, upon fifteen (15) days notice, terminate this Lease and all
         payments previously paid by Subtenant hereunder are to be returned to
         Subtenant.



                            6. UTILITIES AND SERVICES


         A.       From the date Landlord's Work in the Premises is substantially
completed and delivery of possession thereof to Subtenant, Subtenant agrees to
pay for all utility services rendered or furnished to the Premises including
heat, gas, water, electricity, sprinkler charges assessed by any governmental
authority, fire line charges, sewer rental, sewage treatment facilities charges
and the like, together with all taxes levied or other charges on such utilities
and governmental charges based on utility consumption. Said utility services
shall be provided directly to the Premises by the local utility company. All
utilities shall be separately metered or assessed. All utility options available
to Landlord shall be made available to Subtenant, including, but not limited to,
the rights provided under the natural gas service agreement with Dominion
Peoples for the Airside Business Park, and Landlord agrees not to terminate,
modify or decline not to extend any such agreements or options with reference to
services to the Premises without the consent of Subtenant, which consent shall
not be unreasonably withheld, delayed or conditioned.


                                      -13-
<PAGE>

         B.       In no event shall Landlord be liable for the quality,
quantity, failure or interruption of utility services to the Premises, unless
resulting from the negligence or wrongful acts or omissions of Landlord, its
agents, employees or contractors.

         C.       As a part of the Landlord's Improvements to be constructed
prior to delivery of possession of the Premises to Subtenant, Landlord shall pay
for any water meter, security deposit for same, and any tap-in fees, connection
fees or assessments levied by the water or sewer utility company or any other
utility authority which services the Premises.

         D.       ADDITIONAL UTILITIES AND SERVICES. Landlord shall not be
responsible for inadequate air-conditioning or ventilation whenever the use or
occupancy of the Premises exceeds the normal capacity or design loads of,
affects the temperature or humidity otherwise maintained by, or otherwise
adversely affects the operation of, the Systems and Equipment for the Property,
whether due to items of equipment or machinery generating heat, above normal
concentrations of personnel or equipment, alterations to the Premises made by or
through Subtenant without balancing the air or installing supplemental HVAC
equipment. Without limiting the generality of the foregoing, Landlord shall not
be responsible for inadequate air conditioning or ventilation to the extent that
the same occurs because Subtenant, without providing adequate air conditioning
and ventilation: (i) uses or permits the use of any item, or concentrated group,
of equipment consuming more than 500 watts in the aggregate at rated capacity,
or (ii) occupies or permits the Premises to be occupied with concentrations of
personnel greater than one person per 200 usable square feet. In any such case,
Landlord may elect to balance the air, install, operate, maintain and replace
such supplemental HVAC equipment during the Term, at Subtenant's request and
expense, as an extra utility or service (or require that Subtenant arrange for
the same as Work under Article 9). Landlord shall seek to provide such extra
utilities or services as Subtenant may from time to time request, if the same
are reasonable and feasible for Landlord to provide and do not involve
modifications or additions to the Property or existing Systems and Equipment,
and if Landlord shall receive Subtenant's request within a reasonable period
prior to the time such extra utilities or services are required. Subtenant shall
pay, for any extra utilities or services, such standard charges as shall from
time to time be established, Landlord's out-of-pocket costs for architects,
engineers, consultants and other parties relating to such extra utilities or
services, and a fee equal to ten percent (10%) of such costs. All payments for
such extra utilities or services shall be due at the same time as the
installment of Base Rent with which the same are billed, or if billed
separately, shall be due within ten (10) days after such billing.

         E.       INTERRUPTIONS AND CHANGES. Except to the extent resulting from
the gross negligence or wrongful acts or omissions of the Landlord, its agents,
employees or contractors, Landlord shall have no liability for interruptions,
variations, shortages, failures, changes in quality, quantity, character or
availability of any utilities or services caused by repairs, maintenance,
replacements, alterations (including any freon retrofit work), labor
controversies, accidents, inability to obtain services, utilities or supplies,
governmental or utility company acts or omissions, requirements, guidelines or
requests, or other causes beyond Landlord's reasonable control (or under any
circumstances with respect to utilities or services not required to be provided
by Landlord hereunder). Under no circumstances whatsoever, except to the extent
resulting from the gross negligence or wrongful acts or omissions of the
Landlord, its agents, employees or contractors, shall any of the foregoing be
deemed an eviction or disturbance of

                                      -14-
<PAGE>

Subtenant's use and possession of the Premises or any part thereof, serve to
abate Rent, or relieve Subtenant from performance of Subtenant's obligations
under this Sublease. Landlord in no event shall be liable for damages by reason
of loss of profits, business interruption or other consequential damages in
connection with the foregoing events, except to the extent resulting from the
gross negligence or wrongful acts or omissions of the Landlord, its agents,
employees or contractors. Nevertheless, in any such events after receiving
notice, Landlord shall use reasonable efforts to restore such utilities or
services required to be provided hereunder to reasonable levels.


                     7. USE, COMPLIANCE WITH LAWS, AND RULES

         A.       USE OF PREMISES. Subtenant shall use the Premises only for the
permitted use identified in Article 1, and no other purpose whatsoever, subject
to the other provisions hereof and of this Sublease. Notwithstanding anything to
the contrary contained in this Sublease, Subtenant shall not use or permit the
Premises to be used for any use which would be in violation of applicable Laws
or as a: (i) political party or social-welfare office, (ii) multi-party
"executive" or "legal" suite type offices for persons other than Subtenant, its
affiliates and subsidiaries and their respective employees, or (iii) vehicle
sales, loan or "finder" service.


         B.       LAWS AND OTHER REQUIREMENTS. Subtenant shall not use or permit
within the Premises anything that will: (i) violate the requirements of
Landlord's insurers, the American Insurance Association, or any board of
underwriters, (ii) cause a cancellation of Landlord's policies, impair the
insurability of the Property, or increase Landlord's premiums (any such increase
shall be paid by Subtenant without such payment being deemed permission to
continue such activity or a waiver of any other remedies of Landlord), or (iii)
violate the certificates of occupancy issued for the Premises or the Property,
or any other covenants, conditions or restrictions affecting the Property at any
time. Landlord hereby warrants and agrees that the use of the Premises set forth
in Article 1 are permitted and will not violate the terms and provisions of this
section of the Sublease. Subtenant shall comply with all Laws relating to the
Subtenant's specific use of the Premises and Property, including Laws governing
Hazardous Materials as described in Article 30, and Disabilities Acts. Landlord
shall be responsible for compliance with all Laws relating to the Premises and
the Property and the general use and operation thereof (and not specifically to
be complied with by Subtenant hereunder) and will promptly perform the same.
Subtenant's obligations to comply with Laws shall be limited to the following
arising after the Commencement Date, each of which is to be at Subtenant's sole
cost and expense: (a) with the exception of any certificate of occupancy,
obtaining all permits, licenses, certificates and approvals to conduct its
business in the Premises, or any necessary waivers or variances, without thereby
subjecting Landlord, the Property or other occupants to any costs, requirements,
liabilities or restrictions, (b) any work to or for the Premises (or any systems
or equipment exclusively serving the Premises, including any freon retrofitting
work for such exclusive systems and equipment) required by Laws as a result of
the specific use of the Premises by Subtenant, and (c) any work outside the
Premises (if Landlord permits such work) required by Laws based on Subtenant's
specific use of, or work within, the Premises, whether any such work is deemed
structural, involves a capital expenditure or results in a benefit extending
beyond the Term. Any work hereunder shall be deemed "Work" subject to Article 9.



                                      -15-

<PAGE>

         C.       RULES. Subtenant shall comply with the Rules set forth in
Rider One attached hereto (the "Rules"). Landlord shall have the right, by
notice to Subtenant or by posting at the Property, to reasonably amend such
Rules and supplement the same with other reasonable Rules relating to the
Property, or the promotion of safety, care, efficiency, cleanliness or good
order therein. Nothing herein shall be construed to give Subtenant or any other
Person any claim, demand or cause of action against Landlord arising out of the
violation of such Rules by any other tenant or visitor of the Property, or out
of the enforcement, modification or waiver of the Rules by Landlord in any
particular instance, but Landlord agrees to enforce all Rules uniformly within
the Property.

                           8. MAINTENANCE AND REPAIRS

         Except for casualty damage to be repaired by Landlord under Article 11,
or otherwise to be performed by Landlord under this Sublease, Subtenant shall
keep and maintain (or cause to be kept and maintained) the Premises in good and
sanitary condition, working order and repair, in compliance with all applicable
Laws as described in Article 7, and as required under other provisions of this
Sublease, including the Rules (including any carpet and other flooring material,
paint and wall-coverings, doors, windows, ceilings, interior surfaces of walls,
lighting (including lamps, bulbs, ballasts and starters), plumbing and other
fixtures, alterations, improvements, systems and equipment in or exclusively
serving the Premises whether installed by Landlord or Subtenant). In the event
that any repairs, maintenance or replacements are required, Subtenant shall
promptly notify Landlord and arrange for the same either: (i) through Landlord
for such reasonable charges as Landlord may establish from time to time, payable
within ten (10) days after billed, or (ii) at Landlord's option, by engaging
such contractors as Landlord shall first designate or approve in writing to
perform such work, all in a first class, workmanlike manner approved by Landlord
in advance in writing and otherwise in compliance with Article 9 respecting
"Work". Subtenant shall promptly notify Landlord concerning the necessity for
any repairs or other work hereunder, and upon completion thereof., Subtenant
shall pay Landlord for any repairs, maintenance and replacements to areas of the
Property outside the Premises, caused as a result of moving any furniture,
fixtures, or other property to or from the Premises. Except as provided in the
preceding sentence, or for damage covered under Article 11, Landlord shall keep
the common areas of the Property in good and sanitary condition, working order
and repair (the cost of which shall be included in Expenses).


                            9. ALTERATIONS AND LIENS

         A.       ALTERATIONS AND APPROVAL. Subtenant shall not make any
structural additions, changes, alterations or improvements to the Premises or
changes to Systems and Equipment serving the Premises (all such work is referred
to collectively herein as the "Work"), without the prior written consent of
Landlord. Installation of fixtures, equipment or other items to the Premises or
painting or nonstructural changes costing less than fifteen thousand
($15,000.00) dollars made prior to the last year of the Sublease Term will not
require the consent of the Landlord. Landlord shall not unreasonably withhold
consent, except that Landlord reserves the right to withhold consent in
Landlord's sole, but reasonable, discretion for Work affecting the structure,
safety or security of the Property or Premises, the Systems and Equipment, or
the appearance of the Premises from any common or public areas. In seeking
approval, Subtenant




                                      -16-

<PAGE>

shall provide Landlord with notice of whether the Work will involve or affect
any Hazardous Materials, whether such materials are customary and usual based on
standard industry practices, and all other material details relating thereto.

         B.       APPROVAL CONDITIONS. Landlord reserves the right to impose
requirements as a condition of such consent or otherwise in connection with the
Work, including requirements that Subtenant: (i) use parties contained on
Landlord's approved list (if reputable and available on commercially reasonable
terms) or submit for Landlord's prior written approval the names, addresses and
background information concerning all architects, engineers, contractors,
subcontractors and suppliers Subtenant proposes to use, (ii) submit for
Landlord's written approval detailed plans and specifications prepared by
licensed and competent architects and engineers, (iii) obtain and post permits,
(iv) provide bonds, additional insurance, cash deposit of the total amount
required to pay for the Work (including plans, specifications, engineering and
other lienable costs, and Landlord's fee described below) for Landlord to
release or apply as the Work is properly completed or other evidence
satisfactory to Landlord, in its reasonable discretion, of the availability to
Subtenant of sufficient funds to pay for the Work and lien waivers, affidavits
and other documentation satisfactory to Landlord in its reasonable discretion
are submitted, (v) submit architect, engineer, contractor, subcontractor and
supplier affidavits of payment and recordable lien waivers in compliance with
the Laws of the Commonwealth of Pennsylvania, (vi) use union labor (if Landlord
uses union labor), (vii) permit Landlord or its representatives to inspect the
Work at reasonable times, and (viii) comply with such other requirements as
Landlord may reasonably impose concerning the manner and times in which such
Work shall be done. Landlord may require that all Work be performed under
Landlord's supervision, and Landlord reserves the right to designate the
architects, engineers, contractors, subcontractors and suppliers who will design
and perform all Work and supply all materials affecting the Systems and
Equipment or structure of the Property. If Landlord consents, inspects,
supervises, recommends or designates any architects, engineers, contractors,
subcontractors or suppliers, the same shall not be deemed a warranty as to the
adequacy of the design, workmanship or quality of materials, or compliance of
the Work with the plans and specifications or any Laws. All consents and
approvals by Landlord will not be unreasonably withheld, delayed or conditioned
and Landlord consents to use by Subtenant of any affiliated or subsidiary entity
to perform such work.

         C.       PERFORMANCE OF WORK. All Work shall be performed: (i) in a
thoroughly first class, professional and workmanlike manner, (ii) only with
materials that are new, high quality, and free of material defects, (iii)
substantially in accordance with plans, specifications, parties and other
matters approved or designated by Landlord in advance in writing, (iv) not to
materially adversely affect the Premises, the Systems and Equipment or the
Property, (v) diligently to completion and so as to avoid any unreasonable
disturbance, disruption or inconvenience to other tenants and the operation of
the Property, and (vi) in compliance with all Laws, the Rules and other
provisions of this Sublease, and such other requirements as Landlord may impose
concerning the manner and times in which such Work shall be done. Any floor,
wall or ceiling coring work or penetrations or use of noisy or heavy equipment
which may interfere with the conduct of business by other tenants at the
Premises shall, at Landlord's option, be performed at times other than
Landlord's normal business hours (at Subtenant's sole cost). If Subtenant fails
to perform the Work as required herein or the materials supplied fail to comply
herewith or with the specifications approved by Landlord, and Subtenant fails to
cure such


                                      -17-

<PAGE>

failure within seven (7) days after notice by Landlord (except notice shall not
be required in emergencies), Landlord shall have the right to stop the Work
until such failure is cured (which shall not be in limitation of Landlord's
other remedies and shall not serve to abate the Rent or Subtenant's other
obligations under this Sublease). Upon completion of any Work hereunder,
Subtenant shall provide Landlord with "as built" plans, copies of all
construction contracts, and proof of payment for all labor and materials.

         D.       LIENS. Nothing contained in this Sublease shall be construed
as a consent on the part of the Landlord to subject the estate of the Landlord
or the County to liability under the Mechanic's Lien Law of the Commonwealth of
Pennsylvania, for work done by or on behalf of Subtenant, it being expressly
understood that the Landlord's or the County's estate shall not be subject to
such liability. Subtenant shall strictly comply with The Mechanic's Lien Law of
1963 of the Commonwealth of Pennsylvania as set forth in 49 P.S. ss. 1301 et.
seq., or any successor statute. In the event that a mechanics' lien claim of
lien is filed against the Property in connection with any work performed by or
on behalf of the Subtenant, the Subtenant shall satisfy or bond such claim, or
shall deposit a sum equal to one hundred twenty-five percent 125% of the claim
with the Landlord, within thirty (30) days from the date of filing. In the event
that the Subtenant fails to satisfy, bond or deposit such sums within said
thirty (30) day period, the Landlord may, but shall not be obligated to, do so
and thereafter charge the Subtenant, as additional rent, all costs incurred by
Landlord in connection with satisfaction of such claim, including reasonable
attorneys' fees and interest at the Default Rate. Further, the Subtenant agrees
to indemnify, defend and save the Landlord harmless from and against any damages
or loss incurred by the Landlord as a result of any such mechanics' claim of
lien including but not limited to reasonable attorney fees and costs. If so
requested by the Landlord, the Subtenant shall execute a "No-Lien Agreement,"
which may, in the Landlord's discretion, be recorded in the Office of the
Prothonotary of Allegheny County, Pennsylvania for the purpose of protecting the
Landlord's estate from mechanics' claims of lien, as provided in 49 P.S. ss.
1402. This Section shall survive the termination of this Sublease.

         E.       REMOVAL OF WORK UPON TERMINATION OF SUBLEASE. All Work
hereunder shall remain or be removed from the Premises upon expiration or
earlier termination of this Sublease to the extent required under Article 23.

         F.       LANDLORD'S FEES AND COSTS. Subtenant shall pay Landlord a fee
for reviewing, scheduling, monitoring, supervising, and providing access for or
in connection with the Work, in an amount equal to five percent (5%) of the
total cost of the Work (including costs of plans and permits therefor), and
Landlord's out-of-pocket costs, including any costs for security, utilities,
trash removal, temporary barricades, janitorial, engineering, architectural or
consulting services, and other matters in connection with the Work, payable
within fifteen (15) days after billed.


                       10. INSURANCE AND WAIVER OF CLAIMS

         A.       REQUIRED INSURANCE. Subtenant shall maintain at its expense
during the Term with respect to the Premises and Subtenant's use thereof and of
the Property:

                  (i)      Worker's Compensation Insurance in the amounts
         required by statute, and Employer Liability Insurance in at least the
         following amounts: (a) Bodily Injury by


                                      -18-
<PAGE>

         Accident - $500,000 per accident, (b) Bodily Injury by Disease -
         $500,000 per employee, and (c) Aggregate Limit - $1,000,000 per policy
         year.

                  (ii)     Property Damage Insurance for the protection of
         Subtenant and Landlord, as their interests may appear, covering any
         alterations or improvements in excess of any work provided by Landlord
         under this Sublease, Subtenant's personal property, business records,
         fixtures and equipment, and other insurable risks in amounts not less
         than the full insurable replacement cost of such property and full
         insurable value of such other interests of Subtenant, with coverage at
         least as broad as the most recent editions published by Insurance
         Services Office, Inc. or any successor organization ("ISO"), of: (a)
         Subtenant Improvements and Personal Property Coverage, (b) Business
         Income Coverage Form (CP0030), covering at least one year of
         anticipated income, (c) Causes of Special Loss Form (CP1030), and (d)
         Sprinkler Leakage - Earthquake Extension (CP1039).

                  (iii)    Commercial General Liability Insurance ("CGL") at
         least as broad as the most recent ISO edition of Commercial General
         Liability Coverage Form (CG0001) with limits of at least the following
         amounts: (a) Death or Bodily Injury - $2,000,000, (b) Property Damage
         or Destruction (including loss of use thereof) - $1,000,000, (c)
         Products/Completed Operations - $1,000,000, (d) Personal or Advertising
         injury - $1,000,000, (e) Each Occurrence Limit - $2,000,000, and (f)
         General Aggregate Limit - $2,000,000 per policy year (and $1,000,000 in
         excess coverage). Such policy shall include endorsements, subject to
         the terms of the policies: (1) for contractual liability covering
         Subtenant's indemnity obligations under this Sublease, and (2) adding
         Landlord, the management company for the Property, and other parties
         designated by Landlord, as Additional Insureds, on a form at least as
         broad as the most recent edition of Additional Insured - Manager or
         Lessor of Premises Endorsement Form (CG2011) published by ISO.

         B.       During the Sublease term, Landlord shall maintain in full
force the following insurance at Landlord's sole expense:

         (a)      Commercial general liability insurance at least as broad as
the most recent ISO edition of Commercial General Liability Coverage Form
(CGT001) with limits of at least the following amounts: (a) Death or Bodily
Injury - $1,000,000, (b) Property Damage or Destruction (including loss of use
thereof) - $1,000,000 (c) Products/Completed Operations - $1,000,000, (d)
Personal or Advertising injury - $1,000,000, (e) Each Occurrence Limit -
$1,000,000, and (f) General Aggregate Limit - $1,000,000 per policy year (and
$5,000,000 in excess coverage). Such policy shall include endorsements, such to
the terms of the policies: (1) for contractual liability covering Landlord's
indemnity obligations under this Sublease, and (2) adding Subtenant as an
additional insured.

         (b)      All risk property damage insurance including a standard
extended coverage endorsement issued by one or more insurance carriers covering
the Premises to the extent of their full replacement value exclusive of
foundation and excavation costs. All proceeds of such insurance applicable to
the Premises shall be applied to the restoration of the Premises as required by
this Sublease.



                                      -19-

<PAGE>
         C.       CERTIFICATES, SUBROGATION AND OTHER MATTERS. Subtenant and
Landlord shall provide to the other certificates evidencing the coverage
required hereunder prior to the Commencement Date, or Subtenant's entry to the
Premises for construction of improvements or any other purpose (whichever first
occurs). Such certificates shall: (i) be on ACORD Form 27 or such other form
approved or required by the other party, (ii) state that such insurance coverage
may not be canceled or non-renewed without at least thirty (30) days' prior
written notice to the other, and (iii) include, as attachments, originals of the
Additional Insured endorsements to each's CGL policy required above. Each party
shall provide renewal certificates to the other at least thirty (30) days prior
to expiration of such policies. Except as expressly provided to the contrary
herein, coverage hereunder shall apply to events occurring during the policy
year regardless of when a claim is made. Landlord or Tenant may periodically
require that the other reasonably increase or expand the aforementioned
coverage. Except as provided to the contrary herein, any insurance carried by
Landlord or Subtenant shall be for the sole benefit of the party carrying such
insurance. If Subtenant or Landlord obtains insurance under "blanket policies,"
such party, as applicable, shall obtain an endorsement providing that the
insurance limits required hereunder are not subject to reduction or impairment
by claims or losses at other locations. Except to the extent that the primary
insurer hereunder is Landlord, Subtenant's insurance policies shall be primary
to all policies of Landlord and any other Additional Insureds (whose policies
shall be deemed excess and non-contributory). All insurance required hereunder
shall be provided by responsible insurers licensed in the Commonwealth of
Pennsylvania, and shall have a general policy holder's rating of at least A and
a financial rating of at least X in the then current edition of Best's Insurance
Reports. The parties mutually hereby waive all rights and claims against each
other for all losses covered by their respective insurance policies, and waive
all rights of subrogation of their respective insurers. The parties agree that
their respective insurance policies are now, or shall be, endorsed such that
said waiver of subrogation shall not affect the right of the insured to recover
thereunder. The parties hereto disclaim any representation as to whether the
foregoing coverages will be adequate to protect the other, and each agrees to
carry such additional coverage as may be necessary or appropriate.

         D.       WAIVER OF CLAIMS. Except for claims arising from Landlord's
intentional or grossly negligent acts which are not covered or required to be
covered by Subtenant's insurance hereunder, Subtenant waives all claims against
Landlord for injury or death to persons, damage to property or to any other
interest of Subtenant sustained by Subtenant or any party claiming by or through
Subtenant resulting from: (i) any occurrence in or upon the Premises, (ii)
leaking of roofs, bursting, stoppage or leaking of water, gas, sewer or steam
pipes or equipment, including sprinklers, (iii) wind, rain, snow, ice, flooding
(including flooding of basements and other subsurface areas), freezing, fire,
explosion, earthquake, excessive heat or cold, dampness, fire or other casualty,
(iv) the Property, Premises, Systems and Equipment being out of repair or
failing; provided, nothing herein shall modify or reduce any warranties of
construction by Landlord, and (v) vandalism, malicious mischief, theft,
misappropriation or other acts or omissions of any parties including Subtenant's
employees, other tenants, and their respective agents, employees, invitees and
contractors (and Subtenant shall give Landlord immediate notice of any such
occurrences). To the extent that Subtenant or Landlord is required to or does
carry insurance hereunder, each agrees that, except for claims arising from the
others intentional or grossly negligent acts, Subtenant's and Landlord's
property loss risks shall be borne by such insurance, and each agrees to seek
recovery only from its insurance carriers in the event of such losses; for


                                      -20-
<PAGE>

purposes hereof, any deductible amount shall be treated as though it were
recoverable under such policies. This provision is in addition to, and not in
limitation of, other provisions of this Sublease limiting liability.


                               11. CASUALTY DAMAGE

         A.       RESTORATION. Subtenant shall promptly notify Landlord of any
damage to the Premises by fire or other casualty. If the Premises or any common
areas of the Property providing access thereto shall be damaged by fire or other
casualty, Landlord shall restore the same. Such restoration shall be to
substantially the same condition prior to the casualty, except for modifications
required by zoning and building codes and other Laws, any other modifications to
the common areas deemed desirable by Landlord (provided access to the Premises
is not materially impaired), and except that Landlord shall not be required to
repair or replace any of Subtenant's furniture, furnishings, fixtures or
equipment, or any alterations or improvements in excess of any work provided by
Landlord under this Sublease. Landlord shall not be liable for any inconvenience
or annoyance to Subtenant or its visitors, or injury to Subtenant's business
resulting in any way from such damage or the repair thereof. Promptly following
completion of Landlord's restoration work, Subtenant shall repair and replace
Subtenant's furniture, furnishings, fixtures, equipment, and any alterations or
improvements made by Subtenant in excess of those provided by Landlord, subject
to and in compliance with the other provisions of this Sublease.

         B.       ABATEMENT OF RENT. Subtenant shall be entitled to a
proportionate abatement of Base Rent from the date of the casualty through the
date that Landlord substantially completes Landlord's repair obligations
hereunder(or the date that Landlord would have substantially completed such
repairs, but for delays by Subtenant or any other occupant of the Premises, or
any of their agents, employees, invitees, Transferees and contractors), provided
such abatement (i) shall apply only to the extent the Premises are untenantable
for the purposes permitted under this Sublease and not used by Subtenant as a
result thereof, based proportionately on the square footage of the Premises so
affected and not used.

         C.       If the Premises should be damaged by fire or other casualty
such that rebuilding or repairs cannot be completed within two hundred seventy
(270) days from the date of such damage, Subtenant or Landlord may, within
thirty (30) days of the determination of the number of days necessary to restore
the Premises, terminate this Sublease on written notice to the other party. If
this Sublease is so terminated, rent and all additional charges shall be abated
as of the date of the happening of the damage.

         D.       (i)    If the Premises should be damaged by a fire or other
casualty prior to the final eighteen (18) full calendar months of the initial
Sublease term or extended Sublease term, then if Tenant is not then in Default
under this Sublease and if this Sublease is not otherwise terminated in
accordance with the terms thereof, Landlord shall, at its sole cost and risk,
diligently proceed forthwith to rebuild or repair the Premises to substantially
the condition which existed prior to such damage.

                  (ii)   If the Premises should be damaged by a fire or other
casualty during the final eighteen (18) full calendar months of the initial
Sublease term or extended Sublease term, Subtenant may exercise its option, if
any, to extend the term within sixty (60) days of the date of

                                      -21-
<PAGE>

the casualty, in which case Landlord shall be required to rebuild or repair such
damage. If Subtenant does not exercise its option, this Sublease shall
automatically terminate and rent and all additional charges shall be abated as
of the date of such damage.

         E.       The determination of whether the Premises can be rebuilt or
repaired within two hundred seventy (270) days from the date of any damage shall
be in the mutual judgment of both Landlord and Subtenant, and such determination
shall be made within sixty (60) days of the date of such damage. If Landlord and
Subtenant cannot agree, the determination shall be made by an independent
contractor acceptable to both Landlord and Subtenant who commits in writing to
complete, or cause to be completed, the necessary repairs and/or reconstruction
within such two hundred seventy (270) day period, or states that it cannot be
completed within such time period. The determination by such contractor shall be
made within sixty (60) days of the date of such damage.

         F.       If so much of the Premises or Common Area shall be damaged so
that Subtenant is unable to conduct business from the Premises, in its
reasonable judgment, Subtenant may discontinue the conduct of business from the
Premises and all Fixed Rent, additional rent and all other charges shall abate
and the term shall toll thereafter. The rent abatement and tolling of the term
shall end on the earlier to occur of the date on which the damage shall be
repaired or replaced or the date on which the conduct of business from the
Premises may be reasonably resumed. To the extent that Subtenant continues to
operate the business from the Premises during such period of damage or repair,
however, during the period from the date of destruction to the date of
completion of the reconstruction, Landlord and Subtenant shall agree on an
equitable adjustment to Fixed Rent, additional rent and other charges.

         G.       If Landlord does not commence within ninety (90) days from
date of notification pursuant to the terms of Article 25 of this Lease and with
reasonable dispatch continue to restore the Premises or if Landlord should fail
to complete any repairs or rebuilding within the time periods required by the
terms of this Article, then upon written notice and the expiration of an
additional thirty (30) days without commencement or construction, as applicable,
of such repairs or rebuilding, Subtenant may terminate this Sublease on written
notice at such time to Landlord and rent and all additional charges shall be
abated as of the date of such damage.

         H.       TERMINATION OF MASTER LEASE. Notwithstanding the foregoing to
the contrary, in lieu of performing the restoration work, Landlord may elect to
terminate this Sublease by notifying Subtenant in writing of such termination
within ninety (90) days after the date of damage (such termination notice to
include a termination date providing at least sixty (60) days for Subtenant to
vacate the Premises), if the Authority terminates the Master Lease pursuant to
the terms of the Master Lease, or (b) any Lender shall require that the
insurance proceeds or any portion thereof be used to retire the Mortgage debt
(or shall as a result of the casualty; provided, Landlord agrees that it will
not agree to the termination of the Master Lease (as required under the Master
Lease for such termination) and will use its best efforts to convince the
Authority not to so terminate the Master Lease as a result of the casualty if
Landlord does not otherwise have the right under this Sublease to terminate this
Sublease on account of the same casualty. Subtenant agrees that the abatement of
Rent provided herein shall be Subtenant's sole recourse in the event of such
damage.


                                      -22-
<PAGE>

                                12. CONDEMNATION

         If at least fifty percent (50%) of the rentable area of the Premises
shall be taken by power of eminent domain or condemned by a competent authority
or by conveyance in lieu thereof for public or quasi-public use
("Condemnation"), including any temporary taking for a period of one year or
longer, this Sublease shall terminate on the date possession for such use is so
taken. If (i) less than fifty percent (50%) of the Premises is taken, but the
taking includes or affects a material portion of the Building or Property, or
the economical operation thereof, or (ii) the taking is temporary and will be in
effect for less than six (6) months but more than thirty (30) days, then in
either such event, Landlord or Tenant may elect to terminate this Sublease upon
at least thirty (30) days' prior notice to the other. The parties further agree
that: (a) if this Sublease is terminated, all Rent shall be apportioned as of
the date of such termination or the date of such taking, whichever shall first
occur, (b) if the taking is temporary, Rent shall not be abated for the period
of the taking, but Subtenant may seek a condemnation award therefor (and the
Term shall not be extended thereby), and (c) if this Sublease is not terminated
but any part of the Premises is permanently taken, the Rent shall be
proportionately abated based on the square footage of the Premises so taken.
Landlord shall be entitled to receive the entire award or payment in connection
with such Condemnation and Subtenant hereby assigns to Landlord any interest
therein for the value of Subtenant's unexpired leasehold estate or any other
claim and waives any right to participate therein, except that Subtenant shall
have the right to file any separate claim available to Subtenant (or, if not
permitted, to join in Landlord's claim) for a temporary taking of the leasehold
as described above, and for moving expenses, rental differentiation costs and
any taking of Subtenant's personal property, provided such award does not
diminish the award available to Landlord.


                          13. ASSIGNMENT AND SUBLETTING

         A.       TRANSFERS. Subtenant shall not, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld as further
described below: (i) assign, mortgage, pledge, license, franchise hypothecate,
encumber, or permit any lien to attach to, or otherwise transfer, the Premises
or any portion thereof or this Sublease or any interest hereunder, by operation
of Law or otherwise, (ii) sublet the Premises or any part thereof, (iii) permit
the use of the Premises by any Persons other than Subtenant and its employees
(all of the foregoing are hereinafter sometimes referred to collectively as
"Transfers" and any Person to whom any Transfer is made or sought to be made is
hereinafter sometimes referred to as a "Transferee"), or (iv) advertise the
Premises or Sublease for Transfers. If Subtenant shall desire Landlord's consent
to any Transfer, Subtenant shall notify Landlord in writing, which notice shall
include: (a) the proposed effective date (which shall not be less than thirty
(30) nor more than 180 days after Subtenant's notice), (b) the portion of the
Premises to be Transferred (herein called the "Subject Space"), (c) the terms of
the proposed Transfer and the consideration therefor, the name, address and
background information concerning the proposed Transferee, and a true and
complete copy of all proposed Transfer documentation, and (d) financial
statements (balance sheets and income/expense statements for the current and
prior three (3) years) of the proposed Transferee and Subtenant, in form and
detail reasonably satisfactory to Landlord, certified by an officer, partner or
owner of the Transferee, and any other information to enable Landlord to
determine the financial responsibility, character, and reputation of the
proposed Transferee,

                                      -23-
<PAGE>

nature of such Transferee's business and proposed use of
the Subject Space, and such other information as Landlord may reasonably
require. Any Transfer made without complying with this Article shall at
Landlord's option be null, void and of no effect, or shall constitute a Default
under this Sublease. Whether or not Landlord shall grant consent, Subtenant
shall pay $500.00 towards Landlord's review and processing expenses, as well as
any legal fees incurred by Landlord within ten (10) days after written request
by Landlord.

         B.       APPROVAL. Landlord will not unreasonably withhold its consent
to any proposed Transfer of the Subject Space to the Transferee on the terms
specified in Subtenant's notice. The parties hereby agree that it shall be
reasonable under this Sublease and under any applicable Law for Landlord to
withhold consent to any proposed Transfer where one or more of the following
applies (without limitation as to other reasonable grounds for withholding
consent): (i) the Transferee is of a character or reputation or engaged in a
business which is not consistent with the quality or nature of the Property or
other tenants of the Property, or would be a significantly less prestigious
occupant of the Property than Subtenant, (ii) the Transferee intends to use the
Subject Space for purposes which are not permitted under this Sublease, (iii)
the Subject Space is not regular in shape with appropriate means of ingress and
egress suitable for normal renting purposes, would result in more than a
reasonable number of occupants, or would require increased services by Landlord,
(iv) the proposed Transferee or any affiliate thereof is an occupant of the
Property or has negotiated to lease space in the Property from Landlord during
the prior twelve (12) months, (v) the proposed Transferee does not have, in
Landlord's sole good faith determination, satisfactory references or a
reasonable financial condition in relation to the obligations to be assumed in
connection with the Transfer, (vi) the Transfer involves a partial or collateral
assignment, or a mortgage, pledge, hypothecation, or other encumbrance or lien
on this Sublease, or a Transfer by operation of Law, (vii) the proposed Transfer
involves conversion, merger or consolidation of Subtenant into a limited
liability company or limited liability partnership which would have the legal
effect of releasing Subtenant from any obligations under this Sublease, (viii)
the proposed Transfer would cause Landlord to be in violation of any Laws or any
other lease, Mortgage or agreement to which Landlord is a party, would give a
tenant of the Property a right to cancel its lease, or would create adverse tax
consequences for Landlord, or (ix) Subtenant has committed and failed to cure a
Default. If Subtenant disagrees with Landlord's decision to deny approval,
Subtenant's sole remedy shall be to seek injunctive relief. Any attempted
Transfer without the Landlord's prior written consent shall be void and shall
confer no rights upon Subtenant, Transferee or any third party.

         C.       TRANSFER PREMIUMS. If Landlord consents to a Transfer, and as
a condition thereto which the parties hereby agree is reasonable, Subtenant
shall pay Landlord fifty percent (50%) of any Transfer Premium derived by
Subtenant from such Transfer. "Transfer Premium" shall mean, for a sublease
assignment, all consideration paid or payable therefor, less any costs for
brokerage commissions, advertising, marketing, remodeling and improvements to
the Premises for the permitted assignee or otherwise sums expended or incurred
by Subtenant in connection with such Transfer or the occupancy of the permitted
assignee. "Transfer Premium" shall mean, for a sub-sublease, all rent,
additional rent or other consideration paid by such Transferee in excess of the
Rent and costs payable by Subtenant under this Sublease (on a monthly basis
during the Term, and on a per rentable square foot basis, if less than all of
the Premises is transferred). "Transfer Premium" shall also include so-called
"key money," or other bonus amount paid by Transferee to Subtenant, and any
payment in excess of fair market value

                                      -24-
<PAGE>

for services rendered by Subtenant to Transferee or in excess of Subtenant's
depreciated tax basis for assets, fixtures, inventory, equipment or furniture
transferred by Subtenant to Transferee. If part of the consideration for such
Transfer shall be payable other than in cash, Landlord's share of such non-cash
consideration shall be in such form as is reasonably satisfactory to Landlord.
The percentage of the Transfer Premium due Landlord hereunder shall be paid
within twenty (20) days after Subtenant receives any Transfer Premium from the
Transferee.

         D.       RECAPTURE. Notwithstanding anything to the contrary contained
in this Article, Landlord shall have the option, by giving notice to Subtenant
within thirty (30) days after receipt of Subtenant's notice of any proposed
Transfer of the (entire) Premises, (but not with respect to only a portion
thereof) to recapture same. Such recapture notice shall cancel and terminate
this Sublease with respect to the Premises as of the date stated in Subtenant's
notice as the effective date of the proposed Transfer (or at Landlord's option,
shall cause the Transfer to be made to Landlord or its agent or nominee, in
which case the parties shall execute reasonable Transfer documentation promptly
thereafter). If this Sublease shall be canceled with respect to less than the
entire Premises, the Rent herein shall be prorated on the basis of the number of
rentable square feet retained by Subtenant in proportion to the number of
rentable square feet contained in the Premises, this Sublease as so amended
shall continue thereafter in full force and effect, and upon request of either
party the parties shall execute written confirmation of the same. Subtenant
shall surrender and vacate the Subject Space when required hereunder in
accordance with Article 23 and any failure to do so shall be subject to Article
24.

         E.       TERMS OF CONSENT. If Landlord consents to a Transfer: (i) the
terms and conditions of this Sublease, including Subtenant's liability for the
Subject Space, shall in no way be deemed to have been waived or modified, (ii)
such consent shall not be deemed consent to any further Transfer by either
Subtenant or a Transferee, (iii) no Transferee shall succeed to any rights
provided in this Sublease or any amendment hereto to extend the Term of this
Sublease, expand the Premises, or lease other space, any such rights being
deemed personal to the initial Subtenant, (iv) Subtenant shall deliver to
Landlord promptly after execution, an original executed copy of all
documentation pertaining to the Transfer in form reasonably acceptable to
Landlord, and (v) Subtenant shall furnish a complete statement, certified by an
independent certified public accountant, or Subtenant's chief financial officer,
setting forth in detail the computation of any Transfer Premium that Subtenant
has derived and shall derive from such Transfer. Landlord or its authorized
representatives shall have the right at all reasonable times to audit the books,
records and papers of Subtenant and any Transferee relating to any Transfer, and
shall have the right to make copies thereof. If the Transfer Premium respecting
any Transfer shall be found understated, Subtenant shall within thirty (30) days
after demand pay the deficiency, and if understated by more than five percent
(5%) Subtenant shall pay Landlord's costs of such audit. Any sublease hereunder
shall be subordinate and subject to the provisions of this Sublease, and if this
Sublease shall be terminated during the term of any sublease, Landlord shall
have the right to: (a) deem such sublease as merged and canceled and repossess
the Subject Space by any lawful means, or (b) deem such termination as an
assignment of such sublease to Landlord and not as a merger, and require that
such subtenant attorn to and recognize Landlord as its landlord under any such
sublease. If Subtenant shall commit a Default under this Sublease, then, during
the continuation of such Default, Landlord is hereby irrevocably authorized, as
Subtenant's agent and attorney-in-fact, to direct any Transferee to make all
payments under or in



                                      -25-

<PAGE>

connection with the Transfer directly to Landlord (which Landlord shall apply
towards Subtenant's obligations under this Sublease).

         F.       Anything herein to the contrary notwithstanding and without
the express written consent of Landlord, Subtenant may assign or Sublease the
Premises, in whole or in part, to:

                  (i)      any corporation into which or with which Subtenant
         has merged or consolidated;

                  (ii)     any parent, subsidiary, successor, or affiliated
         corporation of Subtenant;

                  (iii)    any corporation which acquires all or substantially
         all of the assets or issued and outstanding shares of capital stock of
         Subtenant; or

                  (iv)     any partnership, the majority interest of which shall
         be owned by the parent of Subtenant.

                   14. PERSONAL PROPERTY, RENT AND OTHER TAXES

         Subtenant shall pay prior to delinquency all taxes, charges or other
governmental impositions assessed against or levied upon all fixtures,
furnishings, personal property, systems and equipment located in or exclusively
serving the Premises, and any Work to the Premises by Subtenant under Article 9
or other provisions of this Sublease or related documentation. Whenever
possible, Subtenant shall cause all such items to be assessed and billed
separately from the other property of Landlord. In the event any such items
shall be assessed and billed with the other property of Landlord, Subtenant
shall pay Landlord its share of such taxes, charges or other governmental
impositions within twenty (20) days after Landlord delivers a statement and a
copy of the assessment or other documentation showing the amount of impositions
applicable to Subtenant's property.

                             15. LANDLORD'S REMEDIES

         A.       DEFAULT. The occurrence of any one or more of the following
events shall constitute a "Default" by Subtenant and shall give rise to
Landlord's remedies set forth in Paragraph B below: (i) failure to make when due
any payment of Rent, unless such failure is cured within five (5) days after
notice; (ii) failure to observe or perform any term or condition of this
Sublease other than the payment of Rent (or the other matters expressly
described herein), unless such failure is cured within any period of time
following notice expressly provided with respect thereto in other Articles
hereof, or otherwise within a reasonable time, but in no event more than thirty
(30) days following notice (provided, if the nature of Subtenant's failure is
such that more time is reasonably required in order to cure, Subtenant shall not
be in Default if Subtenant, after written notice to Landlord of Subtenant's
intention to cure, Subtenant commences to cure promptly within such period,
diligently seeks and keeps Landlord reasonably advised of efforts to cure such
failure to completion, and completes such cure within one hundred twenty (120)
days following Landlord's notice); (iii) failure to cure immediately upon notice
thereof any condition caused by Subtenant which is hazardous, or unreasonably
interferes

                                      -26-

<PAGE>

with another Subtenant or the operation or leasing of the Property, or may cause
the imposition of a fine, penalty or other remedy on Landlord or its agents or
affiliates, (iv) violating Article 13 respecting Transfers, or (v) (a) making by
Subtenant or any guarantor of this Sublease ("Guarantor") of any general
assignment for the benefit of creditors, (b) filing by or for reorganization or
arrangement under any Law relating to bankruptcy or insolvency (unless, in the
case of a petition filed against Subtenant or such Guarantor, the same is
dismissed within sixty (60) days), (c) appointment of a trustee or receiver to
take possession of substantially all of Subtenant's assets located in the
Premises or of Subtenant's interest in this Sublease, where possession is not
restored to Subtenant within sixty (60) days, (d) attachment, execution or other
judicial seizure of substantially all of Subtenant's assets located in the
Premises or of Subtenant's interest in this Sublease which is not discharged
within sixty (60) days. If Subtenant violates the same term or condition of this
Sublease on two (2) occasions during any twelve (12) month period, Landlord
shall have the right to exercise all remedies for any violations of the same
term or condition during the next twelve (12) months without providing further
notice or an opportunity to cure. The notice and cure periods provided herein
are in lieu of, and not in addition to, any notice and cure periods provided by
Law; provided, Landlord may elect to comply with such notice and cure periods
provided by Law in lieu of the notice and cure periods provided herein.

         B.       REMEDIES. If a Default occurs, Landlord shall have the rights
and remedies hereinafter set forth to the extent permitted by Law, which shall
be distinct, separate and cumulative with and in addition to any other right or
remedy allowed under any Law or other provision of this Sublease:

                  (1)      Landlord may terminate this Sublease and Subtenant's
         right of possession, reenter and repossess the Premises by detainer
         suit, summary proceedings or other lawful means, and recover from
         Subtenant: (i) any unpaid Rent as of the termination date, (ii) the
         amount by which: (a) any unpaid Rent which would have accrued after the
         termination date during the balance of the Term exceeds (b) the
         reasonable rental value of the Premises under a lease substantially
         similar to this Sublease, taking into account among other things the
         condition of the Premises, market conditions and the period of time the
         Premises may reasonably remain vacant before Landlord is able to
         re-lease the same to a suitable replacement tenant, and reasonable
         Costs of Reletting (as defined in Paragraph 15.I. below) that Landlord
         may incur in order to enter such replacement lease, (iii) any other
         amounts necessary to compensate Landlord for all damages proximately
         caused by Subtenant's failure to perform its obligations under this
         Sublease. For purposes of computing the amount of Rent herein that
         would have accrued after the termination date, Subtenant's obligations
         for Taxes and Expenses shall be projected based upon the average rate
         of increase in such items from the Commencement Date through the
         termination date (or if such period shall be less than three years,
         then based on Landlord's reasonable estimates). The amounts computed in
         accordance with the foregoing subclauses (a) and (b) shall both be
         discounted in accordance with accepted financial practice at the rate
         of four percent (4%) per annum to the then present value.

                  (2)      Landlord may terminate Subtenant's right of
         possession, reenter and repossess the Premises by detainer suit,
         summary proceedings or other lawful means, without terminating this
         Sublease, and recover from Subtenant: (i) any unpaid Rent as of



                                      -27-
<PAGE>

         the date possession is terminated, (ii) any unpaid Rent which
         thereafter accrues during the Term from the date possession is
         terminated through the time of judgment (or which may have accrued from
         the time of any earlier judgment obtained by Landlord), less any
         consideration received from replacement tenants as further described
         and applied pursuant to Paragraph 15.I, below, and (iii) any other
         amounts necessary to compensate Landlord for all damages proximately
         caused by Subtenant's failure to perform its obligations under this
         Sublease, including all reasonable Costs of Reletting (as defined in
         Paragraph H below). Subtenant shall pay any such amounts to Landlord as
         the same accrue or after the same have accrued from time to time upon
         demand. At any time after terminating Subtenant's right to possession
         as provided herein, Landlord may terminate this Sublease as provided in
         clause (1) above by notice to Subtenant, and Landlord may pursue such
         other remedies as may be available to Landlord under this Sublease or
         applicable Law.

         C.       MITIGATION OF DAMAGES. Landlord agrees to mitigate damages on
the following basis: (i) Landlord shall be required only to use reasonable
efforts to mitigate, which shall not exceed such efforts as Landlord generally
uses to lease other space at the Property, (ii) Landlord will not be deemed to
have failed to mitigate if Landlord or its affiliates lease any other portions
of completed office buildings at the Property, before reletting all or any
portion of the Premises, and (iii) any failure to mitigate as described herein
with respect to any period of time shall only reduce the Rent and other amounts
to which Landlord is entitled hereunder by the reasonable rental value of the
Premises during such period, taking into account the factors described in clause
B(1) above. In recognition that the value of the Property depends on the rental
rates and terms of leases therein, Landlord's rejection of a prospective
replacement tenant based on an offer of rentals below Landlord's published rates
for new leases of comparable space at the Property at the time in question, or
at Landlord's option, below the rates provided in this Sublease, or containing
terms less favorable than those contained herein, shall not give rise to a claim
by Subtenant that Landlord failed to mitigate Landlord's damages.

         D.       RELETTING. If this Sublease or Subtenant's right to possession
is terminated, Landlord may: (i) enter and secure the Premises, change the
locks, install barricades, remove any improvements, fixtures or other property
of Subtenant therein, perform any decorating, remodeling, repairs, alterations,
improvements or additions and take such other actions as Landlord shall
determine in Landlord's sole discretion to prevent damage or deterioration to
the Premises or prepare the same for reletting, and (ii) relet all or any
portion of the Premises (separately or as part of a larger space), for any rent,
use or period of time (which may extend beyond the Term hereof), and upon any
other terms as Landlord shall determine in Landlord's reasonable discretion,
directly or as Subtenant's agent (if permitted or required by applicable Law).
The consideration received from such reletting shall be applied pursuant to the
terms of Paragraph 15.I. hereof, and if such consideration, as so applied, is
not sufficient to cover all Rent and damages to which Landlord may be entitled
hereunder, Subtenant shall pay any deficiency to Landlord as the same accrues or
after the same has accrued from time to time upon demand, subject to the other
provisions hereof and Pennsylvania law.

         E.       SPECIFIC PERFORMANCE, COLLECTION OF RENT AND ACCELERATION.
During the continuation of a Default, Landlord shall at all times have the right
without prior demand or notice except as required by applicable Law to: (i) seek
any declaratory, injunctive or other



                                      -28-

<PAGE>

equitable relief, and specifically enforce this Sublease or restrain or enjoin a
violation of any provision hereof, and Subtenant hereby waives any right to
require that Landlord post a bond or other security in connection therewith, and
(ii) sue for and collect any unpaid Rent which has accrued. Notwithstanding
anything to the contrary contained in this Sublease, to the extent not expressly
prohibited by applicable Law, during the continuation of any Default by
Subtenant, Landlord may terminate this Sublease or Subtenant's right to
possession and accelerate and declare all Rent reserved for the remainder of the
Term to be immediately due and payable (in which event, Subtenant's obligations
for Taxes and Expenses that would have accrued thereafter shall be projected in
the manner described in Section B (1), above); provided the Rent so accelerated
shall be discounted in accordance with accepted financial practice at the rate
of four percent (4%) per annum to the then present value, and Landlord shall,
after receiving payment of the same from Subtenant, be obligated to turn over to
Subtenant any actual net reletting proceeds (net of all Costs of Reletting)
thereafter received during the remainder of the Term, up to the amount so
received from Subtenant pursuant to this provision.

         F.       LATE CHARGES, INTEREST, AND RETURNED CHECKS. Subtenant shall
pay, as additional Rent, a service charge of Two Hundred Dollars ($200.00) or
two percent (2%) of the delinquent amount, whichever is greater, if any portion
of Rent is not received when due. In addition, any Rent not paid when due shall
accrue interest from the due date at the Default Rate until payment is received
by Landlord. Such service charges and interest payments shall not be deemed
consent by Landlord to late payments, nor a waiver of Landlord's right to insist
upon timely payments at any time, nor a waiver of any remedies to which Landlord
is entitled as a result of the late payment of Rent. If Landlord receives two
(2) or more checks from Subtenant which are returned by Subtenant's bank for
insufficient funds, Landlord may require that all checks thereafter be bank
certified or cashier's checks (without limiting Landlord's other remedies). All
bank service charges resulting from any returned checks shall be borne by
Subtenant.

         G.       LANDLORD'S CURE OF SUBTENANT DEFAULTS. If Subtenant fails to
perform any obligation under this Sublease for a period extending beyond the
applicable cure period, Landlord shall have the right (but not the duty), to
perform such obligation on behalf and for the account of Subtenant. In such
event, Subtenant shall reimburse Landlord upon demand, as additional Rent, for
all reasonable expenses incurred by Landlord in performing such obligation
together with an amount equal to ten percent (10%) thereof for Landlord's
overhead, and interest thereon at the Default Rate from the date such expenses
were incurred. Landlord's performance of Subtenant's obligations hereunder shall
not be deemed a waiver or release of Subtenant therefrom.

         H.       CONFESSION OF JUDGMENT.


JUDGMENT IN EJECTMENT.

         FOR VALUE RECEIVED AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT
HEREUNDER OR UPON TERMINATION OF THE TERM OF THIS LEASE OR OTHER TERMINATION OF
THIS LEASE DURING THE TERM OR ANY RENEWAL THEREOF, TENANT FURTHER AUTHORIZES AND
EMPOWERS ANY



                                      -29-
<PAGE>

SUCH ATTORNEY OR PROTHONOTARY (EITHER IN ADDITION TO OR WITHOUT SUCH JUDGMENT
FOR THE AMOUNT DUE ACCORDING TO THE TERMS OF THIS LEASE) TO APPEAR FOR TENANT
AND ANY OTHER PERSON CLAIMING UNDER, BY OR THROUGH TENANT, AND CONFESS JUDGMENT
FORTHWITH AGAINST TENANT AND SUCH OTHER PERSONS AND IN FAVOR OF LANDLORD IN AN
AMICABLE ACTION OF EJECTMENT FOR THE PREMISES FILED IN THE COMMONWEALTH OF
PENNSYLVANIA, WITH RELEASE OF ALL ERRORS AND WITHOUT STAY OF EXECUTION. LANDLORD
MAY FORTHWITH ISSUE A WRIT OR WRITS OF EXECUTION FOR POSSESSION OF THE PREMISES
AND, AT LANDLORD'S OPTION, FOR THE AMOUNT OF ANY JUDGMENT, AND ALL REASONABLE
COSTS, INCLUDING THE FEES OF ATTORNEYS AND OTHER PROFESSIONALS AND EXPERTS,
WITHOUT LEAVE OF COURT, AND LANDLORD MAY, BY LEGAL PROCESS, WITHOUT NOTICE
RE-ENTER AND EXPEL TENANT FROM THE PREMISES, AND ALSO ANY PERSONS HOLDING UNDER
TENANT FOR WHICH THIS LEASE OR A TRUE AND CORRECT COPY THEREOF SHALL BE
SUFFICIENT WARRANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF POSSESSION MAY
ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER, AND PROVIDED
THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME
SHALL BE TERMINATED AND POSSESSION REMAIN IN OR BE RESTORED TO TENANT, LANDLORD
SHALL HAVE THE RIGHT UPON AND DURING THE CONTINUATION OF ANY SUBSEQUENT DEFAULT
OR DEFAULTS, OR UPON THE TERMINATION OF CANCELLATION OF THIS LEASE AS
HEREINBEFORE SET FORTH, TO BRING ONE OR MORE AMICABLE ACTION OR ACTIONS AS
HEREINBEFORE SET FORTH TO RECOVER POSSESSION AS AFORESAID.]

         I.       OTHER MATTERS. No re-entry or repossession, repairs, changes,
alterations and additions, reletting, or any other action or omission by
Landlord shall be construed as an election by Landlord to terminate this
Sublease or Subtenant's right to possession, nor shall the same operate to
release Subtenant in whole or in part from any of Subtenant's obligations
hereunder, unless express notice of such intention is sent by Landlord to
Subtenant. Landlord may bring suits for amounts owed by Subtenant hereunder or
any portions thereof, as the same accrue or after the same have accrued, and no
suit or recovery of any portion due hereunder shall be deemed a waiver of
Landlord's right to collect all amounts to which Landlord is entitled hereunder,
nor shall the same serve as any defense to any subsequent suit brought for any
amount not therefor reduced to judgment. Landlord may pursue one or more
remedies against Subtenant and need not make an election of remedies until
findings of fact are made by a court of competent jurisdiction. All rent and
other consideration paid by any replacement tenants shall be applied at
Landlord's option: (i) first, to the reasonable Costs of Reletting, (ii) second,
to the payment of all reasonable costs of enforcing this Sublease against
Subtenant or any Guarantor, (iii) third, to the payment of all interest and
service charges accruing hereunder, (iv) fourth, to the payment of Rent
theretofore accrued, and (v) with the residue, if any, to be held by Landlord
and applied to the payment of Rent and other obligations of Subtenant as the
same become due (and with any remaining residue to be retained by Landlord).
"Costs of Reletting" shall include without limitation, all reasonable costs and
expenses incurred by Landlord for any repairs or other matters described in
Paragraph D above, brokerage commissions, advertising costs,


                                      -30-

<PAGE>

attorneys' fees, any economic incentives given to enter leases with replacement
tenants, and costs of collecting rent from replacement tenants. Landlord shall
be under no obligation to observe or perform any provision of this Sublease on
its part to be observed or performed which accrues while Subtenant is in Default
of payment of Base Rent hereunder. The times set forth herein for the curing of
Defaults by Subtenant are of the essence of this Sublease.

         J.       SUBTENANT'S WAIVERS. Subtenant hereby irrevocably waives any
right otherwise available under any Law to redeem or reinstate this Sublease, or
Subtenant's right to possession, after this Sublease, or Subtenant's right to
possession, is terminated based on a Default by Subtenant. Subtenant further
waives: (a) all benefits of Act No. 20, approved April 6, 1951, as amended,
entitled "The Landlord and Subtenant Act of 1951", including without limitation
any requirement of requiring notice to quit or to vacate the Premises at the end
of any term or renewal periods, of this Sublease and Subtenant covenants and
agrees to give up quiet and peaceful possession without further notice from
Landlord; and (b) any and all rights of redemption granted by or under any
present or future laws in the event of Subtenant being evicted or dispossessed
for any cause or in any event of Landlord obtaining possession of the Premises
by reason of the violation by Subtenant of any of the covenants and conditions
of this Sublease.

         K.       MAXIMUM DAMAGES. Nothing contained in this Sublease shall
limit or prejudice the right of Landlord to prove for and obtain, in proceedings
for the termination of this Sublease by reason of bankruptcy or insolvency, an
amount equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which, the damages are to be
proved, whether or not the amount be greater, equal to, or less than the amount
of the loss or damages referred to above. The failure or refusal of Landlord to
relet the Premises or any part or parts thereof shall not release or affect
Subtenant's liability for damages.


                               16. LANDLORD'S LIEN

         As further security for Subtenant's performance under this Sublease, to
the extent not expressly prohibited by applicable Law, Subtenant hereby grants
Landlord a lien and security interest in all existing and after-acquired
property of Subtenant placed in or relating to Subtenant's business at the
Premises, including accounts receivable, insurance proceeds, good will,
contracts, intangibles, fixtures, equipment, inventory, furnishings and personal
property, and all proceeds thereof, and all rents and other consideration from
any Transfer. Notwithstanding the foregoing, Subtenant may use, replace and
dispose of such property (provided Subtenant immediately replaces the same with
similar property of comparable or better quality), and receive such rents and
consideration, in the ordinary course of Subtenant's business, until such time
as Subtenant shall commit a Default; upon such Default, Subtenant's right to
remove or use such property and receive such rents and other consideration shall
terminate, and all other parties shall be entitled to rely on written
notification thereof given by Landlord without requiring any proof of such
Default or any other matter. Subtenant agrees to execute such financing
statements, collateral assignment of rents and subleases, and other documents
necessary to perfect a security interest, as Landlord may now or hereafter
reasonably request in recordable form. Landlord may at its election at any time
execute such a financing statement and collateral assignment as Subtenant's
agent and attorney-in-fact or file a copy of this Sublease as such financing
statement and collateral assignment. Landlord shall be entitled hereunder to all
of



                                      -31-

<PAGE>

the rights and remedies afforded a secured party under the Uniform Commercial
Code or other applicable Law in addition to any landlord's lien and rights
provided by applicable Law.

         Notwithstanding anything to the contrary contained in this Sublease,
Landlord hereby agrees that is shall, at Subtenant's request and cost, execute a
document in a form that is reasonably acceptable to Landlord which subordinates
all of Landlord's rights to any so called "Landlord's Liens" or any similar
statutory lien, granting Landlord a lien on any Subtenant's personal property in
favor of any lender of Subtenant who now has, or may in the future take, a
security interest in any such personal property of Subtenant.


            17. ATTORNEYS' FEES, JURY TRIAL, COUNTERCLAIMS AND VENUE

         In the event of any litigation or arbitration between the parties
relating to this Sublease, the Premises or Property (including pretrial, trial,
appellate, administrative, bankruptcy or insolvency proceedings), the prevailing
party shall be entitled to recover its attorneys' fees and costs as part of the
judgment, award or settlement therein. In the event of a breach of this Sublease
by either party which does not result in litigation but which causes the
non-breaching party to incur attorneys' fees or costs, the breaching party shall
reimburse such fees and costs to the non-breaching party upon demand. If either
party or any of its officers, directors, trustees, beneficiaries, partners,
agents, affiliates or employees shall be made a party to any litigation or
arbitration commenced by or against the other party and is not at fault, the
other party shall pay all costs, expenses and attorneys' fees incurred by such
parties in connection with such litigation. IN THE INTEREST OF OBTAINING A
SPEEDIER AND LESS COSTLY HEARING OF ANY DISPUTE, LANDLORD AND SUBTENANT HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
PARTY AGAINST THE OTHER ARISING OUT OF OR RELATING TO THIS SUBLEASE, THE
PREMISES OR THE PROPERTY. Although such jury waiver is intended to be
self-operative and irrevocable, Landlord and Subtenant each further agree, if
requested, to confirm such waivers in writing at the time of commencement of any
such action, proceeding or counterclaim. Any action or proceeding brought by
either party against the other for any matter arising out of or in any way
relating to this Sublease, the Premises or the Property, shall be heard, at
Landlord's option, in the common pleas court having jurisdiction located closest
to the Property.


               18. SUBORDINATION, ATTORNMENT AND LENDER PROTECTION

         This Sublease is subject and subordinate to the Master Lease, all
Mortgages now or hereafter placed upon the Property, and all other encumbrances
and matters of public record as of the date hereof applicable to the Property,
provided, in each such event, Subtenant shall receive a non-disturbance
agreement acceptable to Subtenant from the Authority and any such mortgagee
(further, within 90 days after the date hereof, Landlord shall provide such
Non-Disturbance Agreement to Subtenant from the Authority and any existing
mortgagee). Whether before or after any foreclosure or power of sale proceedings
are initiated or completed by any Lender or a deed in lieu is granted (or any
ground lease is terminated), Subtenant agrees, upon written request of any such
Lender or any purchaser at such sale, to attorn and pay Rent to such party and
recognize such party as Landlord. However, in the event of attornment, no Lender
shall be: (i) liable for any act or omission of Landlord, or subject to any
offsets or defenses which


                                      -32-
<PAGE>

Subtenant might have against Landlord (arising prior to such Lender becoming
Landlord under such attornment), (ii) liable for any security deposit or bound
by any prepaid Rent not actually received by such Lender, or (iii) bound by any
material modification of this Sublease not consented to by such Lender. Any
Lender may elect to make this Sublease prior to the lien of its Mortgage by
written notice to Subtenant, and if the Lender of any prior Mortgage shall
require, this Sublease shall be prior to any subordinate Mortgage; such
elections shall be effective upon written notice to Subtenant, or shall be
effective as of such earlier or later date set forth in such notice. Subtenant
agrees to give any Lender by certified mail, return receipt requested, a copy of
any notice of default served by Subtenant upon Landlord, provided that prior to
such notice Subtenant has been notified in writing (by way of service on
Subtenant of a copy of an assignment of leases, or otherwise) of the address of
such Lender. Subtenant further agrees that if Landlord shall have failed to cure
such default within the time permitted Landlord for cure under this Sublease,
any such Lender whose address has been provided to Subtenant shall have an
additional period of thirty (30) days in which to cure (or such additional time
as may be required due to causes beyond such Lender's control, including time to
obtain possession of the Property by appointment of receiver, power of sale or
judicial action). Should any current or prospective Lender require a
modification or modifications to this Sublease which will not cause an increased
cost or otherwise materially and adversely change the rights and obligations of
Subtenant hereunder, Subtenant agrees that this Sublease shall be so modified.
Except as expressly provided to the contrary herein, the provisions of this
Article shall be self-operative; however Subtenant shall execute and deliver,
within ten (10) business days after requested, such documentation as Landlord or
any Lender may request from time to time, whether prior to or after a
foreclosure or power of sale proceeding is initiated or completed, a deed in
lieu is delivered, or a ground lease is terminated, in order to further confirm
or effectuate the matters set forth in this Article in recordable form. Subject
to the terms hereof, Subtenant hereby waives the provisions of any Law (now or
hereafter adopted) which may give or purport to give Subtenant any right or
election to terminate or otherwise adversely affect this Sublease or Subtenant's
obligations hereunder if foreclosure or power of sale proceedings are initiated,
prosecuted or completed.


                            19. ESTOPPEL CERTIFICATES

         A.       LANDLORD. Landlord shall from time to time, within five (5)
days after written request from Subtenant, execute, acknowledge and deliver a
statement certifying: (i) that this Sublease is unmodified and in full force and
effect or, if modified, stating the nature of such modification and certifying
that this Sublease as so modified, is in full force and effect (or specifying
the ground for claiming that this Sublease is not in force and effect), (ii) the
dates to which the Rent has been paid, and the amount of any Security Deposit,
(iii) that there are not, to Landlord's knowledge, any uncured defaults on the
part of Subtenant or Landlord which are pertinent to the request, or specifying
the same if any are claimed, and (iv) certifying such other matters as Subtenant
may reasonably request or may be requested by Subtenant's current or prospective
lenders, insurance carriers, auditors and prospective Transferees. Any such
statement may be relied upon by any such parties.

         B.       SUBTENANT. Subtenant shall from time to time, within five (5)
days after written request from Landlord, execute, acknowledge and deliver a
statement certifying: (i) that this



                                      -33-
<PAGE>

Sublease is unmodified and in full force and effect or, if modified, stating the
nature of such modification and certifying that this Sublease as so modified, is
in full force and effect (or specifying the ground for claiming that this
Sublease is not in force and effect), (ii) the dates to which the Rent has been
paid, and the amount of any Security Deposit, (iii) that Subtenant is in
possession of the Premises, and paying Rent on a current basis with no offsets,
defenses or claims, or specifying the same if any are claimed, (iv) that there
are not, to Subtenant's knowledge, any uncured defaults on the part of Landlord
or Subtenant which are pertinent to the request, or specifying the same if any
are claimed, and (v) certifying such other matters, and including such current
financial statements, as Landlord may reasonably request, or as may be requested
by Landlord's current or prospective Lenders, insurance carriers, auditors, and
prospective purchasers (and including a comparable certification statement from
any subtenant respecting its sublease). Any such statement may be relied upon by
any such parties. If Subtenant shall fail to execute and return such statement
within the time required herein, Subtenant shall be deemed to have agreed with
the matters set forth therein, and Landlord acting in good faith shall be
authorized as Subtenant's agent and attorney-in-fact to execute such statement
on behalf of Subtenant (which shall not be in limitation of Landlord's other
remedies).


                         20. RIGHTS RESERVED BY LANDLORD

         Except to the extent expressly limited herein, Landlord reserves full
rights to control the Property (which rights may be exercised (but only to the
extent reasonable) without subjecting Landlord to claims for constructive
eviction, abatement of Rent, damages or other claims of any kind), including
more particularly, but without limitation, the following rights:

         A.       GENERAL MATTERS. To: (i) change the name or street address of
the Property or designation of the Premises (but Landlord must provide not less
than 180 days prior notice to Subtenant), (ii) install and maintain signs on the
exterior and interior of the Property (but not the Premises) and so long as the
signs relate to the Property and the Subtenants and are in similar taste and
quality with other signs at the Property, (iii) retain at all times, and use in
appropriate instances, keys to all doors within and into the Premises subject to
reasonable security measures imposed by Subtenant, (iv) grant to any Person the
right to use separate security personnel and systems respecting access to their
premises, and (v) in case of fire, invasion, insurrection, riot, civil disorder,
public excitement or other dangerous condition, or threat thereof: (a) limit or
prevent access to the Property, (b) shut down elevator service, (c) activate
elevator emergency controls, and (d) otherwise take such action or preventative
measures deemed necessary by Landlord for the safety of tenants of the Property
or the protection of the Property and other property located thereon or therein
(but this provision shall impose no duty on Landlord to take such actions, and
no liability for actions taken in good faith) and in the event of such action by
Landlord, Landlord shall try to minimize the interference with Subtenant's
operations.

         B.       ACCESS TO PREMISES. To enter the Premises in order to: (i)
inspect, (ii) supply cleaning service or other services to be provided Subtenant
hereunder, (iii) show the Premises to current and prospective Lenders, insurers,
purchasers, tenants, brokers and governmental authorities, (iv) decorate,
remodel or alter the Premises if Subtenant shall abandon the Premises at any
time, or shall vacate the same during the last 120 days of the Term (without
thereby terminating this Sublease), and (v) perform any work or take any other
actions under Paragraph (C) below, or exercise other rights of Landlord under
this Sublease or applicable Laws.



                                      -34-
<PAGE>

However, Landlord shall: (a) provide reasonable advance written or oral notice
to Subtenant's on-site manager or other appropriate person for matters which
will involve a significant disruption to Subtenant's business (except in
emergencies), (b) take reasonable steps to minimize any significant disruption
to Subtenant's business, and following completion of any work, return
Subtenant's leasehold improvements, fixtures, property and equipment to the
original locations and condition to the fullest extent reasonably possible, and
(c) take reasonable steps to avoid materially changing the configuration or
reducing the square footage of the Premises, unless required by Laws or other
causes beyond Landlord's reasonable control (and in the event of any permanent
material reduction, the Rent and other rights and obligations of the parties
based on the square footage of the Premises shall be proportionately reduced).
Subtenant shall not place partitions, furniture or other obstructions in the
Premises which may prevent or unreasonably impair Landlord's access to the
Systems and Equipment for the Property or the systems and equipment for the
Premises.

         C.       CHANGES TO THE PROPERTY. To: (i) paint and decorate, (ii)
perform repairs or maintenance, and (iii) make replacements, restorations,
renovations, alterations, additions and improvements, structural or otherwise
(including freon retrofit work), in and to the Property or any part thereof,
including any adjacent building, structure, facility, land, street or alley, or
change the uses thereof (including changes, reductions or additions of
corridors, entrances, doors, lobbies, parking facilities and other areas,
structural support columns and shear walls, utility lines, pipes, duct work,
cables, installations, docks, walks, elevators, stairs, escalators, mezzanines,
solar tint windows or film, kiosks, planters, sculptures, displays, and other
amenities and features therein, and changes relating to the connection with or
entrance into or use of the Property or any other adjoining or adjacent building
or buildings, now existing or hereafter constructed). In connection with such
matters, Landlord may among other things erect scaffolding, barricades and other
structures, open ceilings, close entry ways, restrooms, elevators, stairways,
corridors, parking and other areas and facilities, and take such other actions
as Landlord deems appropriate. However, Landlord shall: (a) take reasonable
steps to minimize or avoid any denial of access to the Premises except when
necessary on a temporary basis, and (b) in connection with entering the Premises
shall comply with Paragraph B above. Any work other than normal maintenance done
in and to the Building shall also require the prior consent of Subtenant (unless
an emergency), which consent shall not be unreasonably withheld, conditioned or
delayed.

                          21. LANDLORD'S RIGHT TO CURE

         If Landlord shall fail to perform any obligation under this Sublease
required to be performed by Landlord, Landlord shall not be deemed to be in
default hereunder nor subject to any claims for damages of any kind, unless such
failure shall have continued for a period of thirty (30) days after notice
thereof by Subtenant (provided, if the nature of Landlord's failure is such that
more time is reasonably required in order to cure, Landlord shall not be in
default if Landlord commences to cure within such period and thereafter
diligently seeks to cure such failure to completion but in no event for more
than an additional 90 days). If Landlord shall default and failure to cure as
provided herein, Subtenant shall have such rights and remedies as may be
available to Subtenant under applicable Laws, subject to the other provisions of
this Sublease including the right of self-help to perform repairs or any other
obligation of Landlord,




                                      -35-

<PAGE>

but shall have no right to withhold, set-off, or abate Rent, or terminate this
Sublease absent a non-stayed Court Order to the contrary.

                               22. INDEMNIFICATION

         A.       SUBTENANT. Subtenant shall defend, indemnify and hold Landlord
harmless from and against any and all claims, demands, losses, penalties, fines,
fees, charges, assessments, liabilities, damages, judgments, orders, decrees,
actions, administrative or other proceedings, costs and expenses (including
court costs, attorneys' fees, and expert witness fees), including consequential
damages, and any diminution in value or loss or interference with the transfer,
use or enjoyment of the Premises, Property or other property or business or
affecting title thereto, howsoever caused, which directly or indirectly relate
to or result wholly or in part from, or are alleged to relate to or arise wholly
or in part from: (i) any violation or breach of this Sublease or applicable Law
by any Subtenant Parties (as defined below), (ii) damage, loss or injury to
persons, property or business occurring in, about or from the Premises, (iii)
damage, loss or injury to persons, property or business directly or indirectly
arising out of any Subtenant Party's use of the Premises or Property, or out of
any other act or omission of any Subtenant Parties. For purposes of this
provision, "Subtenant Parties" shall mean Subtenant, any other occupant of the
Premises and any of their respective agents, employees, invitees, Transferees
and contractors. Without limiting the generality of the foregoing, Subtenant
specifically acknowledges that the undertaking herein shall apply to claims in
connection with or arising out of any "Work" as described in Article 9, the
installation, maintenance, use or removal of any "Lines" as described in Article
29, the transportation, use, storage, maintenance, generation, processing,
treatment, manufacturing, handling, disposal, management, release, discharge,
spill or leak by Subtenant Parties of any "Hazardous Material" as described in
Article 30, and violations of Subtenant's responsibilities respecting the
Disabilities Acts (whether or not any of such matters shall have been
theretofore approved by Landlord). Notwithstanding the foregoing to the
contrary, the foregoing indemnity shall not apply to claims finally determined
by a court of competent jurisdiction to have been caused solely by the gross
negligence or willful misconduct of the party seeking to be indemnified.

         B.       LANDLORD. Landlord shall defend, indemnify and hold Subtenant
harmless from and against any and all claims, demands, losses, penalties, fines,
fees, charges, assessments, liabilities, damages, judgments, orders, decrees,
actions, administrative or other proceedings, costs and expenses (including
court costs, attorneys' fees, and expert witness fees), arising as a result of
injury to persons or property of others not party to this Sublease which were
caused by: (i) any violation or breach of this Sublease or applicable Law by any
Landlord Parties (as defined below), (ii) damage, loss or injury to persons,
property or business occurring in, about or from the Property, except the
Premises, and (iii) gross negligence or willful misconduct by any Landlord Party
in connection with its or their use, or activities at, of the Premises or
Property. For purposes of this provision, "Landlord Parties" shall mean Landlord
and any of its respective agents, employees, invitees, and contractors.
Notwithstanding the foregoing to the contrary, the foregoing indemnity shall not
apply to the extent that claims are finally determined by a court of competent
jurisdiction to have been caused by the negligence, intentional act or willful
misconduct of the Subtenant.



                                      -36-

<PAGE>

                            23. RETURN OF POSSESSION

         At the expiration or earlier termination of this Sublease or
Subtenant's right of possession, Subtenant shall vacate and surrender possession
of the entire Premises in the condition required under Article 8 and the Rules,
ordinary wear and tear and casualty damage OR damage from condemnation excepted,
shall surrender all keys and key cards, to Landlord, and shall remove all
personal property and office trade fixtures that may be readily removed without
damage to the Premises or Property. All improvements, fixtures and other items,
including ceiling light fixtures, HVAC equipment, plumbing fixtures, hot water
heaters, fire suppression and sprinkler systems, "Lines" under Article 29,
interior stairs, wall coverings, carpeting and other flooring, blinds, drapes
and window treatments, in or serving the Premises, whether installed by
Subtenant or Landlord, shall be Landlord's property and shall remain upon the
Premises, all without compensation, allowance or credit to Subtenant, unless
Landlord elects otherwise as provided herein. If prior to such termination or
within thirty (30) days thereafter Landlord so directs by notice, Subtenant
shall promptly remove such of the foregoing items as are designated in such
notice and restore the Premises to the condition prior to the installation of
such items in a good and workmanlike manner; provided, Landlord shall not
require removal of customary office improvements installed pursuant to this
Sublease to the extent that Subtenant seeks, and Landlord grants, a written
waiver of such removal requirement in connection with Landlord's approval of the
plans for such improvements. If Subtenant shall fail to perform any repairs or
restoration, or fail to remove any items from the Premises required hereunder,
Landlord may do so and Subtenant shall pay Landlord's reasonable charges
therefor upon demand. All property removed from the Premises by Landlord
pursuant to any provisions of this Sublease or any Law may be handled or stored
by Landlord at Subtenant's expense, and Landlord shall in no event be
responsible for the value, preservation or safekeeping thereof. All property not
removed from the Premises or retaken from storage by Subtenant within thirty
(30) days after expiration or earlier termination of this Sublease or
Subtenant's right to possession, shall at Landlord's option be conclusively
deemed to have been conveyed by Subtenant to Landlord as if by bill of sale
without payment by Landlord. Unless prohibited by applicable Law, Landlord shall
have a lien against such property for the costs incurred in removing and storing
the same.

         SUBTENANT EXPRESSLY WAIVES TO LANDLORD THE BENEFIT OF ACT NO. 20,
APPROVED APRIL 6, 1951, AS AMENDED, ENTITLED "THE LANDLORD AND TENANT ACT OF
1951" REQUIRING NOTICE TO VACATE THE PREMISES AT THE END OF THE TERM OR UPON
FORFEITURE OF THIS SUBLEASE FOR BREACH OF ITS CONDITIONS, AND COVENANTS AND
AGREES TO GIVE UP QUIET AND PEACEABLE POSSESSION WITHOUT FURTHER NOTICE FROM THE
LANDLORD OR ITS AGENT.


                                24. HOLDING OVER

         Unless Landlord expressly agrees otherwise in writing, Subtenant shall
pay Landlord 150% of the amount of Base Rent then applicable prorated on a per
diem basis for each day Subtenant shall fail to vacate or surrender possession
of the Premises or any part thereof after expiration or earlier termination of
this Sublease as required under Article 23, together with all damages (direct
and consequential) sustained by Landlord on account thereof. Subtenant shall



                                      -37-
<PAGE>

pay such amounts on demand, and, in the absence of demand, monthly in advance.
The foregoing provisions, and Landlord's acceptance of any such amounts, shall
not serve as permission for Subtenant to hold-over, nor serve to extend the Term
(although Subtenant shall remain a tenant-at-sufferance bound to comply with all
provisions of this Sublease until Subtenant properly vacates the Premises, and
shall be subject to the provisions of Article 23). Landlord shall have the right
at any time after expiration or earlier termination of this Sublease or
Subtenant's right to possession to reenter and possess the Premises and remove
all property and persons therefrom, and Landlord shall have such other remedies
for holdover as may be available to Landlord under other provisions of this
Sublease or applicable Laws.

                                   25. NOTICES

         Except as expressly provided to the contrary in this Sublease, every
notice, consent, approval or other communication to be given by either party to
the other with respect hereto or to the Premises or Property, shall be in
writing and shall not be effective for any purpose unless the same shall be
served personally or by national air courier service, or United States certified
mail, return receipt requested, postage prepaid, to the parties at the addresses
set forth in Article 1, or such other address or addresses as Subtenant or
Landlord may from time to time designate by notice given as above provided.
Every notice or other communication hereunder shall be deemed to have been given
as of the third business day following the date of such mailing (or as of any
earlier date evidenced by a receipt from such national air courier service or
the United States Postal Service) or immediately if personally delivered.
Notices not sent in accordance with the foregoing shall be of no force or effect
until received by the foregoing parties at such addresses required herein.


                             26. REAL ESTATE BROKERS

         Subtenant and Landlord agree to indemnify and hold the other harmless
from all damages, judgments, liabilities and expenses (including reasonable
attorneys' fees) arising from any claims or demands of any other broker, agent
or finder for any commission or fee alleged to be due in connection with its
participation in the procurement of Subtenant or the negotiation with Subtenant
of this Sublease.

                                  27. NO WAIVER

         No provision of this Sublease will be deemed waived by either party
unless expressly waived in writing and signed by the waiving party. No waiver
shall be implied by delay or any other act or omission of either party. No
waiver by either party of any provision of this Sublease shall be deemed a
waiver of such provision with respect to any subsequent matter relating to such
provision, and Landlord's consent or approval respecting any action by Subtenant
shall not constitute a waiver of the requirement for obtaining Landlord's
consent or approval respecting any subsequent action. Acceptance of Rent by
Landlord directly or through any agent or lock-box arrangement shall not
constitute a waiver of any breach by Subtenant of any term or provision of this
Sublease (and Landlord reserves the right to return or refund any untimely
payments if necessary to preserve Landlord's remedies). No acceptance of a
lesser amount of Rent shall be deemed a waiver of Landlord's right to receive
the full amount due, nor shall any




                                      -38-

<PAGE>

endorsement or statement on any check or payment or any letter accompanying such
check or payment be deemed payment in full or an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the full amount due. The acceptance of Rent or of the performance of
any other term or provision from, or providing directory listings or services
for, any Person other than Subtenant shall not constitute a waiver of Landlord's
right to approve any Transfer. No delivery to, or acceptance by, Landlord or its
agents or employees of keys, nor any other act or omission of Subtenant or
Landlord or their agents or employees, shall be deemed a surrender, or
acceptance of a surrender, of the Premises or a termination of this Sublease,
unless stated expressly in writing by Landlord.

             28. SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS

         The parties acknowledge that safety and security devices, services and
programs provided by Landlord, if any, while intended to deter crime and ensure
safety, may not in given instances prevent theft or other criminal acts, or
ensure safety of persons or property. The risk that any safety or security
device, service or program may not be effective, or may malfunction, or be
circumvented by a criminal, is assumed by Subtenant with respect to Subtenant's
property and interests, and Subtenant shall obtain insurance coverage to the
extent Subtenant desires protection against such criminal acts and other losses,
as further described in Article 10. Subtenant agrees to cooperate in any
reasonable safety or security program developed by Landlord or required by Law.

                           29. TELECOMMUNICATION LINES

         A.       TELECOMMUNICATION LINES. Subject to Landlord's continuing
right of supervision and approval, and the other provisions hereof, Subtenant
may: (i) install telecommunication lines ("Lines") connecting the Premises to
Landlord's terminal block on the floor or floors on which the Premises are
located. Landlord's independent contractor has heretofore connected such
terminal block through riser system Lines to Landlord's main distribution frame
("MDF") for the Premises. Landlord disclaims any representations, warranties or
understandings concerning the capacity, design or suitability of Landlord's
riser Lines, MDF or related equipment. If there is, or will be, more than one
tenant on any floor, at any time, Landlord may allocate, and periodically
reallocate, connections to the terminal block based on the proportion of square
feet each tenant occupies on such floor, or the type of business operations or
requirements of such tenants, in Landlord's reasonable discretion. Landlord may
arrange for an independent contractor to review Subtenant's requests for
approval hereunder, monitor or supervise Subtenant's installation, connection
and disconnection of Lines, and provide other such services, or Landlord may
provide the same. In each case, Subtenant shall pay Landlord's fees and costs
therefor as provided in Article 9.


         B.       INSTALLATION. Subtenant may install and use Subtenant's Lines
and make connections and disconnections at the terminal blocks as described
above, provided Subtenant shall: (i) obtain Landlord's prior written approval
for any installation at the MDF, which approval shall not be unreasonably
withheld, (ii) use an experienced and qualified contractor designated or
approved in writing in advance by Landlord (whom Landlord may require to enter
an access and indemnity agreement on Landlord's then standard form of agreement
therefor), (iii) comply with


                                      -39-
<PAGE>

such inside wire standards as Landlord may adopt from time to time, and all
other provisions of this Sublease, including Article 9 respecting Work, and the
Rules respecting access to the wire closets, (iv) not install Lines in the same
sleeve, chaseway or other enclosure in close proximity with electrical wire, and
not install PVC-coated Lines under any circumstances, (v) thoroughly test any
riser Lines to which Subtenant intends to connect any Lines to ensure that such
riser Lines are available and are not then connected to or used for telephone,
data transmission or any other purpose by any other party (whether or not
Landlord has previously approved such connections), and not connect to any such
unavailable or connected riser Lines, and (vi) not connect any equipment to the
Lines which may create an electromagnetic field exceeding the normal insulation
ratings of ordinary twisted pair riser cable or cause radiation higher than
normal background radiation, unless the Lines therefor (including riser Lines)
are appropriately insulated to prevent such excessive electromagnetic fields or
radiation (and such insulation shall not be provided by the use of additional
unused twisted pair Lines). As a condition to permitting installation of new
Lines, Landlord may require that Subtenant remove any existing Lines located in
or serving the Premises.

         C.       LIMITATION OF LIABILITY. Unless and to the extent due to the
intentional misconduct or grossly negligent acts of Landlord, its agents,
employees or contractors, Landlord shall have no liability for damages arising,
and Landlord does not warrant that the Subtenant's use of the Lines will be
free, from the following (collectively called "Line Problems"): (i) any
eavesdropping, wire-tapping or theft of long distance access codes by
unauthorized parties, (ii) any failure of the Lines to satisfy Subtenant's
requirements, or (iii) any capacitance, attenuation, cross-talk or other
problems with the Lines, any misdesignation of the Lines in the MDF room or wire
closets, or any shortages, failures, variations, interruptions, disconnections,
loss or damage caused by or in connection with the installation, maintenance,
replacement, use or removal of any other Lines or equipment at the Property by
or for other tenants at the Property, by any failure of the environmental
conditions at or the power supply for the Property to conform to any
requirements of the Lines or any other problems associated with any Lines or by
any other cause. Unless resulting from the intentional misconduct or grossly
negligent acts of Landlord, its agents, employees or contractors, under no other
circumstances shall any Line Problems be deemed an actual or constructive
eviction of Subtenant, render Landlord liable to Subtenant for abatement of any
Rent or other charges under the Sublease, or relieve Subtenant from performance
of Subtenant's obligations under the Sublease as amended herein. Landlord in no
event shall be liable for damages by reason of loss of profits, business
interruption or other consequential damage arising from any Line Problems.

                             30. HAZARDOUS MATERIALS

         A.       HAZARDOUS MATERIALS GENERALLY PROHIBITED. Subtenant shall not
transport, use, store, maintain, generate, process, treat, manufacture, handle,
dispose, manage, release, discharge, spill or leak any "Hazardous Material" (as
defined below), or permit Subtenant's employees, agents, contractors, or other
occupants of the Premises to engage in such activities on or about the Property.
However, the foregoing provisions shall not prohibit the transportation to and
from, and use, storage, maintenance and handling within, the Premises of
substances customarily and lawfully used in the business which Subtenant is
permitted to conduct in the


                                     -40-
<PAGE>

Premises under this Sublease, but only as an incidental and minor part of such
business, and provided: (i) such substances shall be properly labeled,
contained, used and stored only in small quantities reasonably necessary for
such permitted use of the Premises and the ordinary course of Subtenant's
business therein, strictly in accordance with applicable Laws, highest
prevailing standards, and the manufacturers' instructions therefor, and as
Landlord shall reasonably require, (ii) Subtenant shall provide Landlord with
ten (10) days advance notice and current Material Safety Data Sheets ("MSDSs")
therefor, and Landlord reserves the right to prohibit or limit such substances
in each such instance, (iii) such substances shall not be disposed of, released,
discharged or permitted to spill or leak in or about the Premises or the
Property (and under no circumstances shall any Hazardous Material be disposed of
within the drains or plumbing facilities in or serving the Premises or Property
or in any other public or private drain or sewer, regardless of quantity or
concentration), (iv) if any applicable Law or Landlord's trash removal
contractor requires that any such substances be disposed of separately from
ordinary trash, Subtenant shall make arrangements at Subtenant's expense for
such disposal in approved containers directly with a qualified and licensed
disposal company at a lawful disposal site, (v) any remaining such substances
shall be completely, properly and lawfully removed from the Property upon
expiration or earlier termination of this Sublease, and (vi) for purposes of
removal and disposal of any such substances, Subtenant shall be named as the
owner, operator and generator, shall obtain a waste generator identification
number, and shall execute all permit applications, manifests, waste
characterization documents and any other required forms.

         B.       NOTIFICATIONS AND RECORDS. Subtenant shall immediately notify
Landlord of: (i) any inspection, enforcement, cleanup or other regulatory action
taken or threatened by any regulatory authority with respect to any Hazardous
Material on or from the Premises or the migration thereof from or to other
property, (ii) any demands or claims made or threatened by any party relating to
any loss or injury claimed to have resulted from any Hazardous Material on or
from the Premises, (iii) any use, storage, maintenance, generation, processing,
treatment, manufacture, handling, release, discharge, spill, leak, disposal or
transportation of any Hazardous Material on or from the Premises in violation of
this Article, and any damage, loss or injury to persons, property or business
resulting or claimed to have resulted therefrom, and (iv) any matters where
Subtenant is required by Law to give a notice to any regulatory authority
respecting any Hazardous Materials on or from the Premises. Landlord shall have
the right (but not the obligation) to notify regulatory authorities concerning
actual and claimed violations of this Article. Subtenant shall immediately upon
written request from time to time provide Landlord with copies of all MSDSs,
permits, approvals, memos, reports, correspondence, complaints, demands, claims,
subpoenas, requests, remediation and cleanup plans, and all papers of any kind
filed with or by any regulatory authority and any other books, records or items
pertaining to Hazardous Materials that are subject to the provisions of this
Article (collectively referred to herein as "Subtenant's Hazardous Materials
Records").

         C.       CLEAN UP RESPONSIBILITY. If any Hazardous Material is
released, discharged or disposed of, or permitted to spill or leak, in violation
of the foregoing provisions, Subtenant shall immediately and properly clean up
and remove the Hazardous Materials from the Premises, Property and any other
affected property and clean or replace any affected personal property (whether
or not owned by Landlord) in compliance with applicable Laws and then prevailing
industry practices and standards, at Subtenant's expense (without limiting
Landlord's other remedies therefor). Such clean up and removal work ("Subtenant
Remedial Work") shall be

                                      -41-

<PAGE>

considered Work under Article 9 and subject to the provisions thereof, including
Landlord's prior written approval (except in emergencies), and any testing,
investigation, feasibility, impact and risk assessment studies, and the
preparation and implementation of any remedial action or cleanup plan required
by any court or regulatory authority having jurisdiction or reasonably required
by Landlord. In connection therewith, Subtenant shall provide documentation
evidencing that all Subtenant Remedial Work or other action required hereunder
has been properly and lawfully completed (including a certificate addressed to
Landlord from a environmental consultant reasonably acceptable to Landlord, in
such detail and form as Landlord may reasonably require). If any Hazardous
Material is released, discharged, disposed of, or permitted to spill or leak on
or about the Property and is not caused by Subtenant or other occupants of the
Premises, or their agents, employees, Transferees, or contractors, such release,
discharge, disposal, spill or leak shall be deemed casualty damage under Article
11 to the extent that the Premises and Subtenant's use thereof is affected
thereby; in such case, Landlord and Subtenant shall have the obligations and
rights respecting such casualty damage provided under this Sublease.

         D.       HAZARDOUS MATERIAL DEFINED. The term "Hazardous Material" for
purposes hereof shall include, but not be limited to: (i) any flammable,
explosive, toxic, radioactive, biological, corrosive or otherwise hazardous
chemical, substance, liquid, gas, device, form of energy, material or waste or
component thereof, (ii) petroleum, petroleum-based products, diesel fuel,
paints, solvents, lead, radioactive materials, cyanide, biohazards, infectious
and medical waste and "sharps", printing inks, acids, DDT, pesticides,
herbicides, ammonia compounds, cleaning agents, asbestos, polychlorinated
biphenyls, and any other items which now or subsequently are found to have an
adverse effect on the environment or the health and safety of persons or animals
or the presence of which requires notification, reporting, investigation or
remediation under any Law or governmental policy, and (iii) any item defined as
a "hazardous substance", "hazardous material", "hazardous waste", "regulated
substance", "solid waste", "contaminant", "pollutant" or "toxic substance" under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C.ss.9601, et seq., Hazardous Materials Transportation
Act, 49 U.S.C.ss.1801, et seq., Resource Conservation and Recovery Act of 1976,
42 U.S.C. ss.6901 et seq., Clean Water Act, 33 U.S.C.ss.1251, et seq., Safe
Drinking Water Act, 14 U.S.C.ss.300f, et seq., Toxic Substances Control Act, 15
U.S.C.ss.2601, et seq., Atomic Energy Act of 1954, 42 U.S.C.ss.2014 et seq., and
any similar federal, state or local Laws, and all regulations, guidelines,
directives and other requirements thereunder, all as may be amended or
supplemented from time to time.

         E.       FEES, TAXES, FINES AND REMEDIES. Subtenant shall pay, prior to
delinquency, any and all fees, taxes (including excise taxes), penalties and
fines arising from or based on Subtenant's activities involving Hazardous
Material on or about the Premises or Property, and shall not allow such
obligations to become a lien or charge against the Property or Landlord. If
Subtenant violates any provision of this Article with respect to any Hazardous
Materials, Landlord may: (i) require that Subtenant immediately remove all
Hazardous Materials from the Premises and discontinue using, storing, treating,
processing, generating, manufacturing, maintaining, managing and handling
Hazardous Materials in the Premises, and/or (ii) pursue such other remedies as
may be available to Landlord under this Sublease or applicable Law.


                                      -42-

<PAGE>

         F.       LANDLORD'S RESPONSIBILITIES. Landlord represents and warrants
that to the best of its knowledge, there are no Hazardous Materials located in
or upon the Premises or the Property in amounts or concentrations which are in
violation of applicable Law. If such representation and warranty is determined
to be untrue during the term of this Sublease or if any Hazardous Material which
is brought onto the Premises or the Property by Landlord, its agents, employees
or contractors [or any person or entity other than Subtenant] is released,
discharged or disposed of, or permitted to spill or leak, in violation of
applicable law, notwithstanding anything to the contrary contained in this
Sublease, Landlord shall immediately and properly respond in such fashion as is
required by applicable law including, but not limited to, the clean up and
removal of such Hazardous Materials from the Premises, Property and any other
affected property and clean or replace any affected personal property (whether
or not owned by Landlord) in compliance with applicable Laws and then prevailing
industry practices and standards, at Landlord's expense. Such clean up and
removal work ("Landlord Remedial Work") shall be considered Landlord's Work, the
cost and expense and risk of which shall be borne solely by Landlord.



                           31. [Intentionally Omitted]


                                 32. DEFINITIONS

         A.       "Building" shall mean the structure (or the portion thereof
owned by Landlord) identified in Article 1 as Premises. See also definition of
Premises at (J) of this Article 32.

         B.       "Common Areas" shall mean the area between Airside Drive and
Horizon Drive being Lease Lots A-1 and A-2, exclusive of Buildings and areas
reserved exclusively for one or more Subtenants, but not all Subtenants at the
Property, including, but not limited to, sidewalks, plaza driveways (excluding
public streets), parking and landscape areas, including also the top two floors
of a parking deck, together with the related ramps and amenities (e.g. lighting)
on Lot E but not the ground floor or other areas of Lot E.

         C.       "Default Rate" shall mean twelve percent (12%) per annum, or
the highest rate permitted by applicable Law, whichever shall be greater.


         D.       "Disabilities Acts" shall mean the Americans With Disabilities
Act of 1990 (42 U.S.C.ss.12101 et seq.) and regulations and guidelines
promulgated thereunder and any similarly motivated state and local Laws as the
same may be amended and supplemented from time to time which establish
requirements for business operations, accessibility and barrier removal.

         E.       "Expenses" shall mean all reasonable expenses, costs and
amounts (other than Taxes) of every kind and nature relating to the ownership,
management, repair, maintenance, replacement, insurance and operation of the
Property, including any amounts paid for: (i) utilities used for Common Area
purposes, (ii) permits, licenses, inspections, warrants and certificates
necessary to operate, manage and lease the Premises, (iii) insurance applicable
to the Property (and appropriate for the Property, in the reasonable discretion
of Landlord, but not including insurance on any other building or improvement
for lease to others), not limited to that required under this Sublease, and
which may include earthquake, boiler, rent loss, workers' compensation



                                      -43-

<PAGE>

and employers' liability, builders' risk, automobile and other coverages,
including a reasonable allocation of costs under any blanket policies, (iv)
supplies, materials, tools, equipment, uniforms, and vehicles used in the
operation, repair, maintenance, security, and other services for and used at the
Property, including rental, installment purchase and financing agreements
therefor and interest thereunder, (v) accounting, legal, inspection, consulting,
concierge, alarm monitoring, security, trash removal, snow and ice removal, and
other services, (vi) reasonable market management company fees, (vii) wages,
salaries and other compensation and benefits (including health, life and
disability insurance, savings, retirement and pension programs, and the fair
value of any parking privileges, including those provided through collective
bargaining agreements) for any manager and other personnel or parties engaged in
the operation, repair, maintenance, security or other services for the Property,
and employer's FICA contributions, unemployment taxes or insurance, any other
taxes which may be levied on such wages, salaries, compensation and benefits,
and data or payroll processing expenses relating thereto (if the manager or
other personnel handle other properties, the foregoing expenses shall be
allocated appropriately between the Property and such other properties), (viii)
any sales, use, value-added or other taxes on supplies or services for the
Property, (ix) the costs of operating and maintaining any on-site office at the
Property or an adjoining property (such costs to be appropriately allocated
between the Property and any such adjoining property served by such office),
including the fair rental value thereof, telephone charges, postage, stationery
and photocopying expenses, and telephone directory listings and (x) operation,
maintenance, repair, installation, replacement, inspection, testing, painting,
decorating and cleaning of the Property, and any items located off-site but
installed for the benefit of the Property, including: (a) Property
identification and pylon signs, directional signs, traffic signals and markers,
flagpoles and canopies, (b) sidewalks, curbs, stairways, parking structures,
lots, loading and service areas and driveways, (c) storm and sanitary drainage
systems, including disposal plants, lift stations and detention ponds and
basins, (d) irrigation systems, (e) interior and exterior flowers and
landscaping, and (f) all other portions, facilities, features and amenities of
the Property, including common area fixtures, equipment and other items therein
or thereon, floors, floor coverings, corridors, ceilings, foundations, walls,
wall-coverings, restrooms, lobbies, trash compactors, doors, locks and hardware,
windows, gutters, downspouts, roof flashings and roofs. The foregoing provision
is for definitional purposes only and shall not be construed to impose any
obligation upon Landlord to incur such expenses. Landlord may retain independent
contractors (or affiliated contractors at market rates) to provide any services
or perform any work, in which case the costs thereof shall be deemed Expenses.
Expenses shall not, however, include:


                  (1)      costs relating to non-office rentable areas of the
         Property to the extent that Landlord deducts such rentable areas in
         determining Subtenant's Share of Expenses under Article 4; and costs
         relating solely to any parking garage for the Property (such as
         attendants and cashiers), except to the extent that Landlord elects to
         credit parking revenues, if any, derived from such garage against
         Expenses;

                  (2)      depreciation, interest and amortization on any
         Mortgages and other debt costs or ground lease payments; legal fees in
         connection with leasing, tenant disputes or enforcement of leases; real
         estate brokers' leasing commissions; improvements or alterations to
         tenant spaces; the cost of providing any service directly to, and paid
         directly by, any tenant; costs of any items to the extent Landlord
         receives reimbursement from


                                      -44-
<PAGE>

         insurance proceeds or from a third party (excluding payments by tenants
         for Taxes and Expenses); and

                  (3)      capital expenditures


         F.       "Holidays" shall mean all federal holidays, and holidays
observed by the State in which the Property is located, including New Year's
Day, President's Day, Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day, Christmas Day, and to the extent of utilities or services
provided by union members engaged at the Property, such other holidays observed
by such unions.

         G.       For purposes of any provisions defending, indemnifying and
holding Landlord harmless hereunder, "Landlord" shall include past, present and
future landlords and their respective partners, beneficiaries, trustees,
officers, directors, employees, shareholders, principals, agents, affiliates,
successors and assigns.

         H.       "Law" or "Laws" shall mean all federal, state, county and
local governmental and municipal laws, statutes, ordinances, rules, regulations,
codes, decrees, orders and other such requirements, applicable equitable
remedies and decisions by courts in cases where such decisions are considered
binding precedents in the State in which the Property is located, and decisions
of federal courts applying the Laws of such State, at the time in question.

         I.       "Lender" shall mean the holder of any Mortgage at the time in
question, and where such Mortgage is a ground lease, such term shall refer to
the ground lessor (and the term "ground lease" although not separately
capitalized is intended through out this Sublease to include any superior or
master lease).

         J.       "Mortgage" shall mean all mortgages, deeds of trust, ground
leases and other such encumbrances now or hereafter placed upon the Property or
Building, or any part thereof, and all renewals, modifications, consolidations,
replacements or extensions thereof, and all indebtedness now or hereafter
secured thereby and all interest thereon.

         K.       "Person" shall mean an individual, trust, partnership, limited
liability company, joint venture, association, corporation and any other entity.

         L.       "Premises" shall mean the Building identified in Article 1 and
Exhibit A, together with access as set forth on Exhibit A from the public roads
and together with sufficient parking upon the Property as set forth on Exhibit A
for all employees and invitees of Subtenant, in common with other Subtenants of
Landlord. Possession of areas necessary for utilities, services, safety and
operation of the Property, including the Systems and Equipment, fire stairways,
perimeter walls, space between the finished ceiling of the Premises and the slab
of the floor or roof of the Property thereabove, and the use thereof together
with the right to install, maintain, operate, repair and replace the Systems and
Equipment, including any of the same in, through, under or above the Premises in
locations that will not materially interfere with Subtenant's use of the
Premises, are hereby excepted and reserved by Landlord, and not demised to
Subtenant.

         M.       "Property" shall mean the Premises, and Common Areas,
easements, and all parcels or tracts of land on which all or any portion of the
Premises or any of the other foregoing


                                      -45-

<PAGE>

items are located, and any fixtures, machinery, apparatus, Systems and
Equipment, furniture and other personal property located thereon or therein and
used in connection therewith. (but with reference to Lot E, it shall only
include the top two (2) floors, with ramps and amenities).

         N.       "Rent" shall have the meaning specified therefor in Article 4.

         O.       "Systems and Equipment" shall mean any plant, machinery,
transformers, duct work, cable, wires, and other equipment, facilities, and
systems designed to supply light, heat, ventilation, air conditioning and
humidity or any other services or utilities, or comprising or serving as any
component or portion of the electrical, gas, steam, plumbing, sprinkler,
communications, alarm, security, or fire/life/safety systems or equipment, or
any elevators, escalators or other mechanical, electrical, electronic, computer
or other systems or equipment for the Property, except to the extent that any of
the same serves particular tenants exclusively (and "systems and equipment"
without capitalization shall refer to such of the foregoing items serving
particular tenants exclusively).

         P.       "Taxes" shall mean all amounts (unless required by Landlord to
be paid under Article 14) for federal, state, county, or local governmental,
special district, improvement district, municipal, taxing authority or other
political subdivision taxes, fees, levies, assessments, charges or other
impositions of every kind and nature in connection with the ownership, leasing
and operation of the Property, whether foreseen or unforeseen, general, special,
ordinary or extraordinary (including real estate ad valorem taxes, general and
special assessments, interest on special assessments paid in installments, taxes
based upon the receipt of rent including gross receipts or sales taxes
applicable to the receipt of rent or service or value added taxes, personal
property taxes, but only to the extent such taxes are in substitution for ad
valorem taxes. If the method of taxation of real estate prevailing at the time
of execution hereof shall be, or has been, altered so as to cause the whole or
any part of the Taxes now, hereafter or heretofore levied, assessed or imposed
on real estate to be levied, assessed or imposed on Landlord, wholly or
partially, as a capital stock levy or otherwise, or on or measured by the rents,
income or gross receipts received therefrom, then such new or altered taxes
attributable to the Property shall be included within the term "Taxes," except
that the same shall not include any portion of such tax attributable to other
income of Landlord not relating to the Property. Subtenant shall pay increased
Taxes whether Taxes are increased as a result of increases in the assessment or
valuation of the Property (whether based on a sale, change in ownership or
refinancing of the Property or otherwise), increases in tax rates, reduction or
elimination of any rollbacks or other deductions available under current law,
scheduled reductions of any tax abatement, as a result of the elimination,
invalidity or withdrawal of any tax abatement, or for any other cause
whatsoever; Landlord hereby represents that the Property is not now (or in the
future expected to be) subject to, or covered by, any tax abatement or rollback
or deduction. Notwithstanding the foregoing, there shall be excluded from Taxes
all excess profits taxes, franchise taxes, gift taxes, capital stock taxes,
inheritance and succession taxes, estate taxes, transfer taxes, federal and
state income taxes, and other taxes to the extent applicable to Landlord's
general or net income (as opposed to rents, receipts or income attributable to
operations at the Property). Further, notwithstanding any provision of this
Sublease to the contrary, Landlord (and not Subtenant) shall be obligated to pay
any assessment for special improvements heretofore installed or installed in
connection with the development of the Property, the Premises and/or the
Building,


                                      -46-
<PAGE>

such as the widening of roads, installation of traffic signals or other road
construction, the installation and/or hook up to and maintenance of sewer and
sewer lines, sanitary and storm drainage systems and other utility lines and
installations (whether public or private).

         Q.       "Subtenant" shall be applicable to one or more Persons as the
case may be, the singular shall include the plural, and if there be more than
one Subtenant, the obligations thereof shall be joint and several. When used in
the lower case, "sub-tenant" shall mean any other tenant, subtenant or occupant
of the Property.

         R.       "Subtenant's Share" of Taxes and Expenses shall be the
percentage set forth in Article 1, but if the rentable area of the Premises or
Property shall change, Subtenant's Share shall thereupon become the rentable
area of the Building 100 divided by the rentable area of the combined Buildings
100 and 200 on Property, excluding any parking facilities, subject at all times
to adjustment under Article 4. Subtenant acknowledges that the "rentable area of
the Building 100" under this Sublease includes the usable area, without
deduction for columns or projections, multiplied by a load or conversion factor,
to reflect a share of certain areas, which may include lobbies, corridors,
mechanical, utility, janitorial, boiler and service rooms and closets,
restrooms, and other public, common and service areas. Except as provided
expressly to the contrary herein, the "rentable area of the Property" shall
include all rentable area of all space leased or available for lease at the
Property, which Landlord may reasonably re-determine from time to time, to
reflect re-configurations, additions or modifications to the Property. Landlord
anticipates that Subtenant's Share at the Commencement Date will be fifty-five
and six-tenths percent (55.6%), based on a "rentable area of the Building 100"
of 117,003 square feet and "rentable area of the combined Buildings 100 and 200
on the Property" of 210,411 square feet.

                                    33. OFFER

         The submission and negotiation of this Sublease shall not be deemed an
offer to enter the same by Landlord (nor an option or reservation for the
Premises), but the solicitation of such an offer by Subtenant. Subtenant agrees
that its execution of this Sublease constitutes a firm offer to enter the same
which may not be withdrawn for a period of thirty (30) days after delivery to
Landlord. During such period and in reliance on the foregoing, Landlord may, at
Landlord's option, deposit any Security Deposit and Rent, proceed with any
plans, specifications, alterations or improvements, and permit Subtenant to
enter the Premises, but such acts shall not be deemed an acceptance of
Subtenant's offer to enter this Sublease, and such acceptance shall be evidenced
only by Landlord signing and delivering this Sublease to Subtenant.

                                34. MISCELLANEOUS

         A.       CAPTIONS AND INTERPRETATION. The captions of the Articles and
Paragraphs of this Sublease, and any computer highlighting of changes from
earlier drafts, are for convenience of reference only and shall not be
considered or referred to in resolving questions of interpretation. Subtenant
acknowledges that it has read this Sublease and that it has had the opportunity
to confer with counsel in negotiating this Sublease, and has been advised, and
is fully aware of the legal effects and consequences of the Sublease;
accordingly, this Sublease shall be construed neither for nor against Landlord
or Subtenant, but shall be given a fair and


                                      -47-
<PAGE>

reasonable interpretation in accordance with the meaning of its terms. The
neuter shall include the masculine and feminine, and the singular shall include
the plural. The term "including" shall be interpreted to mean "including, but
not limited to."

         B.       SURVIVAL OF PROVISIONS. All obligations (including indemnity,
Rent and other payment obligations) or rights of either party arising during or
attributable to the period prior to expiration or earlier termination of this
Sublease shall survive such expiration or earlier termination.

         C.       SEVERABILITY. If any term or provision of this Sublease or
portion thereof shall be found invalid, void, illegal, or unenforceable
generally or with respect to any particular party, by a court of competent
jurisdiction, it shall not affect, impair or invalidate any other terms or
provisions or the remaining portion thereof, or its enforceability with respect
to any other party. Each term and provision of the Sublease will be enforceable
to the fullest extent permitted by Law.

         D.       FAILURE TO COMMENCE. If the Commencement Date is delayed
beyond JANUARY 31, 2003, either Subtenant or Landlord may declare this Sublease
terminated by notice to the other, unless mutually extended by Landlord and
Subtenant in writing. Further, if this Sublease is terminated for any reason
prior to the Commencement Date, any advance rental and other sums paid by
Subtenant hereunder will be returned to Subtenant within twenty (20) days after
termination hereof, and to the extent that liquidated damages have accrued
pursuant to the terms of Section 2.B.3. of this Sublease, Landlord shall pay to
Subtenant, within twenty (20) days after termination hereof, fifty percent (50%)
of the amount of such liquidated damages accruing under this Sublease to the
effective date of the termination hereof.


         E.       SHORT FORM SUBLEASE. Neither this Sublease nor any memorandum
of lease or short form lease shall be recorded by Subtenant, but either party
may elect to record a short form of this Sublease, in which case the other shall
promptly execute, acknowledge and deliver the same on a form acceptable to
Landlord.

         F.       LIGHT, AIR AND OTHER INTERESTS. This Sublease does not grant
any legal rights to "light and air" outside the Premises nor any particular view
visible from the Premises, nor any easements, licenses or other interests unless
expressly contained in this Sublease.

         G.       AUTHORITY. If Subtenant is any form of corporation,
partnership, limited liability company or partnership, association or other
organization, Subtenant and all Persons signing for Subtenant below hereby
represent that this Sublease has been fully authorized and no further approvals
are required, and Subtenant is duly organized, in good standing and legally
qualified to do business in the Commonwealth of Pennsylvania and in the Premises
(and has obtained or will obtain any required certificates, licenses, permits
and other such items).

         H.       AUTHORITY OF LANDLORD. Landlord and all Persons signing for
Landlord below hereby represent that this Sublease has been fully authorized and
no further approvals are required, and Landlord is duly organized, in good
standing and legally qualified to do business in the Commonwealth of
Pennsylvania and with regard to the Premises.




                                      -48-

<PAGE>

         I.       PARTNERSHIP SUBTENANT. If Subtenant is a partnership, all
current and new general partners shall be jointly and severally liable for all
obligations of Subtenant hereunder and as this Sublease may hereafter be
modified, whether such obligations accrue before or after admission of future
partners or after any partners die or leave the partnership. Subtenant shall
cause each new partner to sign and deliver to Landlord written confirmation of
such liability, in form and content satisfactory to Landlord, but failure to do
so shall not avoid such liability.

         J.       FINANCIAL STATEMENTS. Subtenant shall, within ten (10) days
after requested from time to time, deliver to Landlord financial statements
(including balance sheets and income/expense statements) for Subtenant's and
Guarantor's then most recent full and partial fiscal year preceding such
request, certified by an independent certified public accountant or Subtenant's
chief financial officer, and Guarantor, in form reasonably satisfactory to
Landlord.

         K.       SUCCESSORS AND ASSIGNS; TRANSFER OF PROPERTY AND SECURITY
DEPOSIT. Each of the terms and provisions of this Sublease shall be binding upon
and inure to the benefit of the parties' respective heirs, executors,
administrators, guardians, custodians, successors and assigns, subject to
Article 13 respecting Transfers and Article 18 respecting rights of Lenders.
Subject to Article 18, if Landlord shall convey or transfer the Property or any
portion thereof in which the Premises are contained to another party, such party
shall thereupon be and become landlord hereunder and shall be deemed to have
fully assumed all of Landlord's obligations under this Sublease accruing during
such party's ownership, including the return of any Security Deposit (provided
Landlord shall have turned over such Security Deposit to such party), and
Landlord shall be free of all such obligations accruing from and after the date
of conveyance or transfer.

         L.       LIMITATION OF LANDLORD'S LIABILITY. Subtenant agrees to look
solely to Landlord's interest in the Property, including, but not limited to,
all rents and other income therefrom, for the enforcement of any judgment,
award, order or other remedy under or in connection with this Sublease or any
related agreement, instrument or document or for any other matter whatsoever
relating thereto or to this Sublease, the Property or Premises. No other assets
of Landlord shall be subject to levy, execution, attachment or other proceedings
for the satisfaction of Subtenant's remedies and under no circumstances shall
any present or future, direct or indirect, principals or investors, general or
limited partners, officers, directors, shareholders, trustees, beneficiaries,
participants, advisors, managers, employees, agents or affiliates of Landlord,
or of any of the other foregoing parties, or any of their heirs, successors or
assigns have any liability for any of the foregoing matters.

         M.       CONFIDENTIALITY. Subtenant shall keep the content and all
copies of this Sublease, related documents or amendments now or hereafter
entered, and all proposals, materials, information and matters relating thereto
strictly confidential, and shall not disclose, disseminate or distribute any of
the same, or permit the same to occur, except to the extent reasonably required
for proper business purposes by Subtenant's employees, attorneys, insurers,
auditors, lenders and Transferees (and Subtenant shall obligate any such parties
to whom disclosure is permitted to honor the confidentiality provisions hereof),
and except as may be required by Law or court proceedings.



                                      -49-
<PAGE>

         N.       GOVERNING LAW. This Sublease shall be governed by the
provisions hereof and construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania, with exclusive jurisdiction to adjudicate all
claims or controversies arising hereunder residing in the courts and tribunals
of said Commonwealth.

         O.       TENANT'S UNDERSTANDING. TENANT ACKNOWLEDGES THAT TENANT
UNDERSTANDS THE CONFESSION OF JUDGMENT AUTHORIZED IN ARTICLE 15 PARAGRAPH H OF
THIS LEASE; THAT THIS TRANSACTION IS COMMERCIAL AND NONRESIDENTIAL IN NATURE;
AND THAT TENANT WAIVES ANY RIGHT TO A HEARING OR TRIAL IN COURT WHICH WOULD
OTHERWISE BE REQUIRED BY LAW AS A PRIOR CONDITION TO LANDLORD'S OBTAINING THE
JUDGMENTS AUTHORIZED IN ARTICLE 15 PARAGRAPH H.

         P.       FORCE MAJEURE. In the event that Landlord shall be delayed or
hindered in or prevented from doing or performing any act or thing required
hereunder (with the exception of its initial construction of Landlord's Work and
any repairs or restoration after a casualty or condemnation) by reason of
strikes, lock-outs, weather conditions, breakdown, accident, casualties, acts of
God, labor troubles, delays in performance by contractors, inability to procure
materials, inability by the exercise of reasonable diligence to obtain supplies,
parts, employees or necessary services, failure of power, governmental laws,
orders or regulations, actions of governmental authorities, riots, insurrection,
war or other causes beyond the reasonable control of Landlord, or for any cause
due to any act or neglect of Subtenant or its servants, agents, employees,
licensees, or any person claiming by, through or under Subtenant, then Landlord
shall not be liable or responsible for any such delays, and the doing or
performing of such act or thing shall be excused for the period of the delay and
the period for the performance of any such act shall be extended for a period
equivalent to the period of such delay and Subtenant shall not be entitled to
any diminution of Rent, damages or compensation therefor.

         Q.       SIGNS. Subtenant may erect signs, insignia or lettering
(collectively, "Signs") upon the Building or elsewhere on the Premises in such
locations as determined by Subtenant and Allegheny County and by Authority. Any
Signs installed by Subtenant must be in compliance with all Applicable Laws and
the Master Lease and shall be maintained by Subtenant in good order and repair.
Subtenant shall remove all Signs upon the termination or expiration of this
Sublease and repair any damage caused by such removal.


                              35. ENTIRE AGREEMENT

         This Sublease, together with the Riders, Exhibits and other documents
listed in Article 1 (WHICH COLLECTIVELY ARE HEREBY INCORPORATED WHERE REFERRED
TO HEREIN AND MADE A PART HEREOF AS THOUGH FULLY SET FORTH), contains all the
terms and provisions between Landlord and Subtenant relating to the matters set
forth herein and no prior or contemporaneous agreement or understanding
pertaining to the same shall be of any force or effect, except any such
contemporaneous agreement specifically referring to and modifying this Sublease,
signed by both parties. Without limitation as to the generality of the
foregoing, Subtenant hereby acknowledges and agrees that Landlord's leasing
agents and field personnel are only authorized to show the Premises and
negotiate terms and conditions for leases subject to Landlord's final approval,
and are not authorized to make any agreements,


                                      -50-

<PAGE>

representations, understandings or obligations, binding upon Landlord,
respecting the condition of the Premises or Property, suitability of the same
for Subtenant's business, the current or future amount of Taxes or Expenses or
any component thereof, the amount of rent or other terms applicable under other
leases at the Property, whether Landlord is furnishing the same utilities or
services to other tenants at all, on the same level or on the same basis, or any
other matter, and no such agreements, representations, understandings or
obligations not expressly contained herein or in such contemporaneous agreement
shall be of any force or effect. TENANT HAS RELIED ON TENANT'S INSPECTIONS AND
DUE DILIGENCE IN ENTERING THIS LEASE, AND NOT ON ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE HABITABILITY, CONDITION OR
SUITABILITY OF THE PREMISES OR PROPERTY FOR ANY PARTICULAR PURPOSE OR ANY OTHER

         MATTER NOT EXPRESSLY CONTAINED HEREIN. Neither this Sublease, nor any
Riders or Exhibits referred to above may be modified, except in writing signed
by both parties.





                           { SIGNATURE PAGE FOLLOWS }



                                      -51-
<PAGE>

         IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Sublease as of the date first set forth above.

WITNESS/ATTEST:                             LANDLORD:


                                            AIRSIDE BUSINESS PARK L.P.,
                                            a Pennsylvania limited partnership


                                             By:   Havenhurst II Corporation,
                                                   a Pennsylvania corporation,
                                                   its sole general partner


/s/ Bruce J. Longenecker                    By:  /s/ William E. Hunt
---------------------------------                ----------------------------

Secretary                                   Name:  William E. Hunt
                                                   --------------------------

                                            Title: President
                                                   --------------------------


                                            SUBTENANT:


                                            MICHAEL BAKER JR. CORPORATION
                                            a Pennsylvania corporation


/s/ Ronald G. Hartman                       By:  /s/ William P. Mooney
-----------------------------------              ----------------------------

                                            Name:  William P. Mooney
                                                   --------------------------
                                            Title: EVP and CFO
                                                   --------------------------




                                      -52-