Sample Business Contracts

Pennsylvania-Philadelphia-417 North Eighth Street Sublease - 417 North Eighth Street Associates and i-frontier corp.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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                                  OFFICE LEASE

     THIS LEASE made this 07 day of January, 2000, by and between 417 NORTH
EIGHTH STREET ASSOCIATES, a Pennsylvania Limited Partnership (hereinafter called
"Landlord") and i-frontier corp., a Pennsylvania corporation (hereinafter called

                              W I T N E S S E T H:

     1.   Demised Premises; Use. Landlord, for the term and subject to the
provisions and conditions hereof, leases to Tenant, and Tenant rents from
Landlord, the space (hereinafter referred to as the "Demised Premises"),
consisting of 19,030 rentable square feet as shown on the plan attached hereto
as Exhibit "A" which constitutes all of the rentable square feet on the second
floor of the commercial/office building (hereinafter referred to as the
"Building") known as 417 North Eighth Street (or such other name as Landlord may
from time to time designate), Philadelphia, Pennsylvania. The Demised Premises
may be used by Tenant for an advertising agency and for general office use and
for no other purpose. The parcel of land (the "Land") on which the Building is
situate is described by metes and bounds on Exhibit "B" hereto.

     2.   Term.

           (a)  Duration. The initial term of this Lease shall commence on the
date of Substantial Completion as defined in subparagraph 2(b) hereof (provided
that if Tenant shall commence business operations within any portion of the
Demised Premises prior to the foregoing date, the initial term shall commence
when Tenant commences such business operations). Tenant will initially lease
15,509 square feet of the second floor as shown on Exhibit "A" as "First Phase"
for a term of 6 years. The date of Substantial Completion for the 15,509 square
foot space is hereafter called the "First Commencement Date". On the date which
is 360 days after the First Commencement Date ("Second Commencement Date") the
Demised Premises shall be increased by 3,522 rentable square feet as shown on
Exhibit A as "Second Phase". The term for the Second Phase shall be 5 years. The
terms and conditions of this Lease shall apply to the Second Phase space after
the Second Commencement Date.



           (b)  Substantial Completion. The term "Substantial Completion" shall
mean that state of completion of the Demised Premises which will allow Tenant to
utilize the Demised Premises for their intended purpose (including the
availability of required utility services) without material interference to the
customary business activities of Tenant by reason of the completion of Tenant's
Work (as hereafter defined).
           (c)  Acceptance. Tenant agrees to accept the Demised Premises
finished as provided in the plans and specifications attached as Exhibit "A"
hereto without any obligations on the part of Landlord to perform any further
work therein.

     3.   Minimum Rent.

           (a)  Minimum rent for the Demised Premises shall accrue at the
following annual rates for the following lease years:

                   Lease Year                          Minimum Annual Rent
                   ----------                          -------------------
                  Up to 360 days                           $ 169,048.10
                  After 360 days                           $ 207,427.00
                        2                                  $ 207,427.00
                        3                                  $ 207,427.00
                        4                                  $ 207,427.00
                        5                                  $ 207,427.00
                        6                                  $ 207,427.00
The phrase "lease year" as used herein shall mean each annual period commencing
on the First Commencement Date and each anniversary of the First Commencement
Date. The aforesaid minimum rent shall be payable during the term hereof, in
advance, in equal monthly installments of one-twelfth of the annual amount, the
first installment to be payable on the date hereof and applied to the first day
of the first month following the First Commencement Date and subsequent
installments to be payable on the first day of each successive month of the term
hereof. If the First Commencement Date is other than the first day of a month,
Tenant shall pay rent for such portion of the month at a time when the first
monthly installment is due and rent for such portion of a month shall be
           (b)  All rent, additional rent and other sums due to Landlord
hereunder shall be payable at the office of Landlord at 642 N. Broad Street,
Philadelphia, Pennsylvania, 19130, or to such other party or at such other
address as Landlord may designate, from time to time, by written notice to
Tenant, without demand



(except to the extent demand or notice shall be expressly provided for herein).
           (c)  If Landlord, at any time or times, shall accept said rent or any
other sum due to it hereunder after the same shall become due and payable, such
acceptance shall not excuse delay upon subsequent occasions, or constitute, or
be construed as, a waiver of any of Landlord's rights hereunder.
           (d)  All sums payable by Tenant under this Lease, whether or not
stated to be rent or additional rent, shall be collectible by Landlord as
additional rent, and in default in payment thereof Landlord shall have the same
rights and remedies as for failure to pay rent (without prejudice to any other
right or remedy available therefor).

     4.   Increases in Taxes and Certain Operating Expenses.
           (a)  Definitions. As used in this Paragraph 4, the following terms
shall be defined as hereinafter set forth:
               (i)  "Taxes" shall mean all real estate taxes and assessments,
           general or special, ordinary or extraordinary, foreseen or
           unforeseen, imposed upon the Building and Land. If, due to a future
           change in the method of taxation, any franchise, income, profit or
           other tax, however designated, shall be levied or imposed in
           substitution, in whole or in part, for (or in lieu of) any tax which
           would otherwise be included within the definition of Taxes, such
           other tax shall be deemed to be included within Taxes as defined
               (ii) "Tenant's Tax Share" is a fraction (the "Fraction") where
           the numerator is the total number of rentable square feet in the
           Demised Premises (19,030) and where the denominator is the total
           number of rentable square feet in the entire Building (91,610). The
           Fraction expressed as a percentage is 20.77%.
               (iii) "Base Year for Operating Expenses shall mean the calendar
           year 1999.
               (iv) "Tenant's Expense Share" shall be the Fraction.
               (v)  (1) "Operating Expenses" shall mean the actual expenses paid
           or incurred by Landlord (in general conformity with reasonable
           marketplace standards) in respect of the operation, maintenance and
           management of



           the Building and Land (after deducting any reimbursement, discount,
           credit, reduction or other allowance received by or owing to
           Landlord) and shall include, (A) costs of independent contractors and
           employees hired for the operation, maintenance and repair of the
           Building and related facilities and amenities on the Land; (B) costs
           of electricity, steam, water, fuel, heating, lighting, air
           conditioning, sewer and other utilities chargeable to the operation
           and maintenance of the Building; (C) cost of insurance for and
           relating to the Building and Land, including fire and extended
           coverage (or such greater coverage as Landlord may elect to carry),
           elevator, boiler, sprinkler leakage, water damage, public liability
           and property damage, plate glass, and rent protection, but excluding
           any charge for increased premiums due to acts or omissions of other
           occupants of the Building because of extra risk which are reimbursed
           to Landlord by such other occupants; (D) costs of supplies; (E) costs
           of window cleaning, security services, landscaping, snow and ice
           removal and painting; (F) sales or use taxes on supplies and
           services; (G) reasonable accounting fees of outside certified public
           accountants; and (H) without limiting any of the foregoing, any other
           expense or charge, which, in accordance with sound accounting and
           management principles generally accepted with respect to first-class
           buildings in Philadelphia, would be construed as an operating
           expense. The term "Operating Expenses" shall not include: (A) the
           cost of redecorating or repairing, or special cleaning or other
           services, not provided on a regular basis to tenants of the Building
           but shall include all repairs and other services made available to
           all tenants in the Building; (B) the cost of any new or replacement
           item, which by standard accounting practice, should be capitalized;
           (C) any charge for depreciation, interest or rents paid or incurred
           by Landlord; (D) any charge for Landlord's income tax, excess profit
           tax, franchise tax or similar taxes on Landlord's business; (E)
           leasing commissions plus cost of procuring new tenants; (F) real
           estate taxes; (G) salaries of Landlord's officers or employees



           except for those working within the Building.
           (b)  Share of Taxes. For and with respect to each calendar year
within which the term of this Lease (and any renewal or extension thereof)
falls, there shall accrue, as additional rent, Tenant's Tax Share of the excess,
if any, of Taxes for such year over the Taxes for the year 1999. Tenant's share
of Taxes shall not include any amount for interest or penalties. Such additional
rent shall be prorated on a per diem basis for any partial calendar year
included within the beginning and end of the term. Said additional rent shall be
paid during each calendar year in one or more installments, as Landlord shall
determine, within thirty (30) days after receipt from Landlord of a statement or
statements of the amount due, but in no event shall any payment on account of
Taxes be due more than sixty (60) days prior to the last date the underlying tax
(or component thereof) upon which Tenant's share is based is due to the taxing
authority at a discount. Landlord shall bill Tenant for its share of increases
in Taxes based upon the amount of Taxes Landlord actually intends to pay or has
           (c)  Final Determination. For purposes of Paragraph 4(b) above, any
assessment upon which Tenant's share of Taxes is based shall be deemed to be the
amount initially assessed and paid by Landlord until such time as a refund,
rebate or increase, if any (retroactive or otherwise), shall be finally
determined to be due, and upon such final determination, Landlord shall promptly
notify Tenant of the amount, if any, due to Tenant or Landlord, as the case may
be, as a result of the adjustment, and appropriate payment to Landlord or
Tenant, as the case may be, shall thereafter be promptly made. Landlord shall
have no duty to Tenant to contest, appeal or otherwise challenge any Taxes.
However, Landlord agrees to listen to and consider any request by Tenant to
contest or appeal any Taxes, but Landlord shall remain free to determine in its
sole discretion whether or not to so contest or appeal. In the event of any
reduction in Taxes by reason of legal or other action taken by Landlord in
contest of same, there shall be added to and be deemed a part of the Taxes in
question the amount of Landlord's legal and other costs and expenses in
obtaining the reduction (but not an amount in excess of the tax savings).
           (d)  Comparative Statements. Landlord shall furnish to Tenant,
contemporaneously with the furnishings of billings to



twenty (20) days after receipt by Tenant of such statement. Tenant shall also
make payments to Landlord, on account of the Operating Expense Increase for the
then current calendar year, as follows:
           (A)  On the first day of the first month following receipt by Tenant
     of the annual comparative statement, Tenant shall pay to Landlord an amount
     equal to the Monthly Increase multiplied by the number of months fully or
     partially elapsed in the current calendar year (including the month in
     which the payment is made);
           (B)  Commencing on the first day of the second month following
     receipt by Tenant of the annual comparative statement, and continuing until
     the receipt by Tenant of the next annual comparative statement, the minimum
     monthly installments of rent due hereunder shall be increased by an amount
     equal to the Monthly Increase.
     Any overpayment by Tenant of additional rent due on account of the
Operating Expense Increase shall be adjusted by a credit to Tenant given against
the monthly payments on account of Operating Expense next falling due after
determination of overpayment and those monthly payments shall resume when Tenant
has been fully reimbursed for such overpayment by such credits.
           (g)  Optional Billing for Operating Expenses. At Landlord's option,
     exercisable with respect to any one or more calendar years during the term
     of this Lease (including the first calendar year following the Base Year
     for Operating Expenses), Landlord may include, within the comparative
     statement furnished to Tenant pursuant to subparagraph (f) above,
     Landlord's good faith estimate of Operating Expenses for the then current
     calendar year, and the estimated annual Operating Expense Increase based
     thereon. In such case, the "Monthly Increase", as used in subparagraph (f)
     above for the computation of Tenant's payments on account of the Operating
     Expense Increase for the current year, shall be equal to one-twelfth of the
     aforesaid estimated Operating Expense Increase.
           (h)  Disputes. The information set forth on each comparative
     statement furnished to Tenant as provided above shall be deemed approved by
     Tenant unless, within ninety (90) days after submission to Tenant, Tenant
     shall notify Landlord that it disputes the correctness thereof, specifying
     the basis for such assertion. Pending the resolution of any dispute,



Tenant shall continue to make payments in accordance with the information
contained in the comparative statement. Landlord agrees to promptly provide to
Tenant, upon request, extracts from Landlord's books and records which are
relevant to any items in dispute and if Tenant so desires, it may audit
Landlord's books and records to verify the comparative statement.
           (i)  Cost Saving Expenditures. If Landlord shall purchase any item of
capital equipment or make any capital expenditure designed to result in savings
or reductions in Operating Expenses, applicable to leased space generally, then
the costs for same shall be included in Operating Expenses. The costs of capital
equipment or capital expenditures are so to be included in Operating Expenses
for the calendar year in which the costs are incurred and subsequent calendar
years, on a straight line basis, to the extent that such items are amortized
over such period of time as reasonably can be estimated as the time in which
such savings or reductions in Operating Expenses are expected to equal
Landlord's costs for such capital equipment or capital expenditure, with an
interest factor equal to the prime rate of First Union National Bank at the time
of Landlord's having incurred said costs. If Landlord shall lease any such item
of capital equipment designed to result in savings or reductions in Operating
Expenses, then the rental and other costs paid pursuant to such leasing shall be
included in Operating Expenses for the calendar year in which they were
           (j)  Survival After Termination. If, upon termination of this Lease
for any cause, the amount of any additional rent due pursuant to this Section 4
has not yet been determined, an appropriate payment from Tenant to Landlord, or
refund from Landlord to Tenant, shall be made within 60 days after such

     5.   Improvement of the Demised Premises.
           (a)  Tenant's Plans. Landlord has prepared at its expense complete
and final architectural working drawings and specifications ("First Phase
Tenant's Improvement Plans") for the construction and finishing of the First
Phase of the Demised Premises for Tenant's occupancy. Tenant's Improvement Plans
are annexed hereto as Exhibit "A" and are in conformity with all applicable laws
and regulations of public authorities. The work required to be performed
pursuant to First Phase Tenant's



Improvement Plans is herein sometimes referred to as "Tenant Work".
           (b)  Landlord to Perform Work; Substantial Completion Date. Landlord
shall cause the Tenant Work to be completed. The Tenant Work shall be performed
in a good and workmanlike manner and in compliance with all applicable laws.
Landlord shall maintain, at its sole cost and expense, during the construction
period a policy of "All Risk" Builders Risk Insurance in standard Pennsylvania
form. Landlord shall use its best efforts to ensure that Substantial Completion
with respect to the Tenant Work has occurred no later than seventy-five (75)
days after the date of this lease; however, Landlord shall not have any
liability or responsibility for incidental or consequential damages in the event
the contractors retained by Landlord do not perform the Tenant Work to
Substantial Completion by such date. Should delay be caused by strikes, acts of
God, governmental restrictions, enemy action, civil commotion, fire, unavoidable
casualty or other causes beyond the control of Landlord and its contractors,
then the date for Substantial Completion shall be delayed by the period of delay
due to such circumstances. Should Landlord not Substantially Complete the Tenant
Work by a date which is 105 days after the date of this Lease, Tenant may
terminate this Lease by notice to Landlord which is given prior to Substantial
Completion. Upon Substantial Completion of the Tenant Work by Landlord,
representatives of Landlord and Tenant shall inspect the Demised Premises and
shall cooperate in producing and signing a punch list identifying Tenant Work
which either has not been completed or which has not been completed properly,
and Landlord shall cause all items on such agreed punch list to be diligently
completed or corrected.
           (c)  Charges for Work. The cost of all work and materials performed,
furnished or installed as part of Tenant Work shall be paid for by Landlord.
Tenant agrees to pay directly to the contractors hired by Landlord or any other
parties entitled to payment any costs for work ordered by Tenant in excess of
Tenant Work. If Landlord fails to Substantially Complete the Tenant Work in a
timely manner as specified herein, then Tenant shall be entitled to give
Landlord notice of such failure to timely complete and Tenant shall have the
right, but not the obligation, to complete the Tenant Work and Tenant shall be
entitled to offset the costs required to complete the Tenant.



Work against amounts due to Landlord hereunder.
           (d)  Liability for Defects in Tenant Work. Landlord shall be
responsible for defects or deficiencies in the Tenant Work, unless such defects
or deficiencies are caused by Tenant, for a period of one year following the
Commencement Date. Latent defects or deficiencies shall be the responsibility of
Landlord when discovered.
           (e)  Allowance for Subsequent Phases. Landlord, at its cost, shall
provide Tenant with space planning services for the Second and Third Phase when
requested by Tenant. Landlord will provide Tenant an allowance of $22.00 per
square foot for tenant improvements in the Second Phase, which shall be paid to
Landlord's contractor as work is completed on the Second Phase space.

     6.   Services. Landlord agrees that it shall provide services as follows:
           (a)  Access. Landlord shall furnish to Tenant's employees, agents and
invitees access to the Demised Premises at all times (7 days per week/24 hours
per day), subject to compliance with such reasonable security measures as shall
from time to time be in effect for the Building.
           (b)  Janitorial. Landlord shall not provide janitorial services to
the Demised Premises. Any and all janitorial service desired by Tenant may be
contracted for by Tenant directly with the janitorial personnel currently
servicing the Building, or other janitorial personnel approved by Landlord,
which approval shall not be unreasonably withheld, conditioned or delayed, and
the cost and payment thereof shall be and remain the sole responsibility of
           (c)  Repairs. Landlord shall make any structural repairs to the
Building, all repairs which may be needed to the mechanical, electrical and
plumbing systems servicing the Demised Premises (excluding repairs to any
portion of the ventilating and air conditioning system which is located within
the Demised Premises). However, Landlord shall also make any repairs to such
system within the Demised Premises if such repair is necessary due to the
negligence or fault of Landlord or its agents or employees. In the event that
any repair is required by reason of the negligence or abuse of Tenant or its
agents, employees, invitees or of any other person for whose behavior Tenant is



legally liable and who is using the Demised Premises or Building with Tenant's
consent, express or implied, Landlord may make such repair and add the cost
thereof to the first installment of rent which will thereafter become due.
           (d)  Water. Landlord shall provide hot and cold water for drinking,
lavatory, toilet, and ordinary cleaning purposes to be drawn from the bathrooms
or other approved fixtures on the second floor.
           (e)  Public Areas. Landlord shall keep and maintain the public areas
and facilities of the Building clean and in good working order, and the
sidewalks adjoining the Building in good repair and free from accumulations of
snow and ice.
           (f)  Electricity. Landlord shall furnish the Demised Premises with
electric current for lighting and normal office use for Tenant's type of
business as currently outfitted and for heating and air-conditioning. However,
the cost of such electric current shall be chargeable to and paid by Tenant. The
charges for electric current shall be payable as additional rental upon receipt
of bills from Landlord at the G.S. rates of Philadelphia Electric Company
prevailing from time to time for similar service and in accordance with the
readings of a separate demand register KW/KWH meter for the Demised Premises
which will be installed by Landlord as a part of Tenant Work. Tenant shall not
install or operate in the Demised Premises any electrically operated equipment
or other machinery, which will use more than 3 1/2 watts per square foot of
leased space, without first obtaining the prior written consent of Landlord.
           (g)  Heat. Landlord shall furnish the Demised Premises with heat
which shall cause the Demised Premises to be no less than 68DEG. F unless
weather conditions are so severe that normal equipment used in Philadelphia
cannot perform at that level. Tenant shall reimburse Landlord for its share of
the cost of the fuel consumption for the entire Building which shall be computed
by taking the total amount of fuel metered for the entire Building and
multiplying that sum by the Fraction. Such amounts shall be billed to Tenant not
more often than monthly following the receipt of bills by Landlord for fuel and
Tenant shall pay such bills (which shall constitute additional rent) within five
(5) days after receipt by Tenant.
           (h)  Directory. Landlord shall maintain a directory of tenants in the
lobby area of the Building, on which shall be



listed the name of the Tenant and its organizational divisions and executive
           (i)  Trash. Landlord will provide trash containers at the common
loading dock area of the Building. Tenant must deposit trash in those
containers. Landlord shall make arrangements to have such trash removed on a
regular basis and shall bill Tenant for the cost and expense of trash removal.
Trash may not be left in any other common area of the Building.

     7.   Limitation Regarding Services. Landlord reserves the right, without
any liability to Tenant, and without being in breach of any covenant of this
Lease, to interrupt or suspend service of any of the heating, ventilating,
air-conditioning, electric, gas, sanitary, elevator or other Building systems
serving the Demised Premises, or the rendition of any of the other services
required of Landlord under this Lease, whenever and for so long as may be
necessary by reason of accidents (which are not caused by the negligence or
other fault of the Landlord, its agents, servants or employees), emergencies,
strikes, or the making of repairs or changes which Landlord is required by this
lease or by law to make or in good faith deems advisable, or by reason of
difficulty in securing proper supplied of fuel, steam, water, electricity, gas,
labor or supplies, by reason of making renovations to other portions of the
Building, or by reason of any cause beyond Landlord's reasonable control,
including without limitation mechanical failure and governmental restrictions on
the use of materials or the use of any of the Building systems. In each
instance, however, Landlord shall exercise its best reasonable efforts to
eliminate the cause of interruption and to effect restoration of service as
promptly as possible, and shall give Tenant reasonable notice, when practicable,
of the commencement and anticipated duration of such interruption. Tenant shall
not be entitled to any diminution or abatement of rent or other compensation nor
shall this Lease or any of the obligations of the Tenant be affected or reduced
by reason of the interruption, stoppage or suspension of any of the Building
systems or services arising out of the causes set forth in this paragraph.
However, should Tenant be prevented from operating its normal business for a
period of more than three (3) consecutive days due to circumstances entirely
under Landlord's control, such as making renovations not required by law, the



shall abate until Tenant can resume normal business operations.

     8.   Care of the Demised Premises. Tenant agrees that it shall comply with
the following requirements:
           (a)  Governmental Requirements. Tenant shall comply at all times with
any and all Federal, state and local statutes, regulations, ordinances, and
other requirements of any of the constituted public authorities, and of all
insurance underwriters, relating to its use and occupancy of the Demised
Premises provided that they are not contrary to the terms of this Lease.
Likewise, Landlord shall comply at all times with all of the above laws and
requirements relating to the Building, exclusive of the Demised Premises.
           (b)  Access. Tenant shall give Landlord access to the Demised
Premises at all reasonable times, without charge or diminution of rent, and upon
reasonable prior notice (except that no prior notice shall be required in an
emergency), to enable Landlord: (i) to examine the same and to make such
repairs, additions and alterations as Landlord may be permitted to make
hereunder or as Landlord may deem advisable for the preservation of the
integrity, safety and good order of the Building or any part thereof; and (ii)
to show the Demised Premises to prospective mortgagees and purchasers, and,
during the six (6) month period prior to expiration of the term hereof, to
prospective tenants. Except in the case of emergency, any such repairs,
additions and alterations made by Landlord in the Demised Premises shall be made
during non-business hours or in such manner as not to unreasonably interfere
with the conduct of Tenant's business, unless required by virtue of Tenant's
negligence or fault. Any showing of the Demised Premises to prospective
mortgagees, tenants, or purchasers shall be done so as not to unreasonably
interfere with Tenant's business.
           (c)  Condition. Tenant shall keep the Demised Premises in safe, good
order and condition generally and replace all glass broken by Tenant, its
agents, employees or invitees, with glass of the same quality as that broken
(except for glass broken by fire and extended coverage type risks), and shall
commit no waste on the Demised Premises. In addition Tenant shall keep the
ventilating and air conditioning system in the Demised Premises in good order
and repair and with respect to the ventilating and air conditioning system shall
have regular maintenance performed



on such system. It is understood that Tenant is responsible for keeping in
repair the portion of such systems which serve the Demised Premises and are
located in the common areas and on the rooftop of the Building. All
manufacturers and suppliers warranties for the aforementioned systems shall
extend to Tenant during the term of this Lease. Also, Tenant shall maintain the
Demised Premises in a sufficiently sanitary condition so that vermin are not
attracted to the Demised Premises. Tenant agrees that it will only use
mini-blinds as a window covering and not any other type of window treatment.
           (d)  Surrender. Upon the termination of this Lease for any cause
whatsoever, Tenant shall remove Tenant's goods and effects and those of any
other person claiming under Tenant, and quit and deliver up the Demised Premises
to Landlord peaceably and quietly in as good order and condition as at the
inception of the term of this Lease (or in such condition as the same hereafter
may be improved by Landlord or Tenant), reasonable wear and tear, damage by fire
or other casualty and repairs which are Landlord's obligation excepted. Goods
and effects not removed by Tenant at the termination of this Lease shall be
considered abandoned and Landlord may, upon ten (10) days' notice to Tenant,
dispose of and/or store the same as it deems expedient, the cost thereof to be
charged to Tenant.
           (e)  Signs. Tenant may place no sign on the exterior of the Building
or the Demised Premises or that is visible from outside the Demised Premises.
           (f)  Care; Insurance. Tenant shall not overload, damage or deface the
Demised Premises or do any act which might make void or voidable any insurance
on the Demised Premises or the Building or which may render an increased or
extra premium payable for insurance (and without prejudice to any right or
remedy of Landlord regarding this subparagraph, Landlord shall have the right to
collect from Tenant, upon demand, any such increase or extra premium).
           (g)  Alterations; Additions. Tenant shall not make any alterations of
or additions to the Demised Premises without the prior written approval of
Landlord (except for work of a decorative nature). Said approval shall not be
unreasonably withheld, conditioned or delayed for nonstructural interior
alterations, provided reasonably detailed plans and specifications for the work
are furnished to Landlord. All such



alterations and additions, as well as all fixtures, equipment, improvements and
appurtenances installed in the Demised Premises at the inception of the term of
this Lease (but excluding Tenant's trade fixtures) shall, upon installation,
become and remain the property of Landlord and shall be maintained by Tenant
during the term hereof, and any renewals and extensions thereof, in the same
good order and repair in which the Demised Premises are generally required to be
maintained. Tenant shall, at the expiration of the term hereof, remove Tenant's
trade fixtures and other personal property which can be removed without damage
to the Demised Premises and shall likewise remove such other items as Landlord
shall, as a condition to giving its consent for installation, designate for
removal by Tenant upon expiration of the term hereof (and in such case Tenant
shall be obligated to restore any damage caused thereby). All alterations and
additions by Tenant shall be performed in accordance with the plans and
specifications therefor submitted to Landlord, in a good and workmanlike manner
and in conformity of all laws, regulations, rules, ordinances and other
requirements of any governmental or quasigovernmental authorities having
           (h)  Rules and Regulations. Tenant shall observe the rules and
regulations annexed hereto as Exhibit "C", as the same may from time to time be
amended by Landlord for the general safety, comfort and convenience of occupants
and tenants of the Building, provided that such rules and regulations are not
contrary to the terms and conditions of this Lease.
           (i)  System Changes. Tenant shall not exceed the capacity of any of
the electrical conductors and equipment in the Demised Premises or Building and
shall not install any equipment of any kind or nature whatsoever which would or
might necessitate any changes, replacements or additions to (or which might
cause damage to) the plumbing system, heating system, air-conditioning system or
the electrical system servicing the Demised Premises or any other portion of the
Building without prior written consent of the Landlord, which consent shall not
be unreasonably withheld, and in the event such consent is granted, all costs in
connection with such replacements, changes, or additions shall be paid for by
Tenant in advance. Landlord represents and warrants that the systems in the
Demised Premises are sufficient to accommodate Tenant's business operation as
currently outfitted.



           (j)  Pets. Tenant shall be permitted to bring two dogs into the
Demised Premises. The dogs may not enter the Building through the lobby or
passenger elevators but must enter the Demised Premises through the fire tower
stairs which are accessed from outside the Building and not through the lobby.
Should any other tenants make legitimate complaints about the behavior of the
dogs, Tenant will no longer be permitted to bring them in to Building. The dogs
will not be walked on the Land (except for ingress and egress to the Demised
Premises) and Tenant shall make sure that the dogs cause no inconvenience or
annoyance to other tenants of the building and their invitees.

     9.   Subletting and Assigning; Mortgaging

           (a)  General Restrictions. Tenant shall not assign this Lease. Tenant
may sublet all (but not part) of the Demised Premises after first obtaining
Landlord's prior written consent thereto, which consent will be based on the
standards set forth in Section 9(c) hereof and, if given, will not release
Tenant from its obligations hereunder and will not be deemed a consent to any
further subletting. If Landlord consents to any such subletting it shall
nevertheless be a condition to the effectiveness thereof that a fully executed
copy of the sublease, in form and substance approved by Landlord, be furnished
to Landlord. Tenant shall not mortgage or encumber this Lease. Tenant may, upon
written notice to Landlord, and without the consent of Landlord sublet the
Demised Premises to its parent, subsidiaries or affiliates. Notwithstanding
anything in this Lease to the contrary, Tenant may assign this Lease without
Landlord's consent (a) to any entity resulting from a consolidation, merger or
reorganization by or with Tenant; (b) to any parent, subsidiary or affiliate of
Tenant; or (c) to any purchaser of all or substantially all of the assets of

           (b)  Every such sublease shall recite that it is subject and
subordinate to the provisions of this Lease and the termination or cancellation
of this Lease shall constitute a termination or cancellation of every such
sublease. In the event Tenant receives from a subtenant a total minimum rent in
excess of that payable by Tenant pursuant to Section 3 hereof, or additional
rent in excess of that payable pursuant to this Lease, Tenant shall be permitted
to deduct from such excess or additional rent its costs for legal fees,
brokerage commissions



and tenant improvements incident to completing any such sublease. Tenant shall
pay all such excess minimum rent and additional rent to Landlord at the times
when such sums are paid to Tenant. In the event of an assignment, if Tenant
receives a payment for the assignment, which is in excess of the minimum and
additional rent hereunder, such payment shall be paid to Landlord.

           (c)  Landlord shall not withhold its consent to a subletting of all
or a portion of the Demised Premises, for general office purposes only, provided

               (i)     the subleasing shall not conflict with a commitment made
          by Landlord to another tenant of the Building restricting the uses
          permitted therein (provided, however, that Landlord shall, within
          fifteen (15) days after request by Tenant, from time to time furnish
          to Tenant a list of such commitments designating the tenants
          benefiting therefrom, and Tenant may, at any time within thirty (30)
          days after the furnishing of said list, enter into a sublease
          otherwise permitted hereunder without regard to a commitment made by
          Landlord not reflected in such list);

               (ii)    the proposed subtenant shall not then be occupying other
          space in the Building (unless the proposed user requires additional
          space which Landlord shall be unable to provide, in which case the
          subletting may be made as to the additional space only, unless Tenant
          assumes such user's existing lease);

               (iii)   the proposed user shall not be a governmental or
          quasi-governmental agency (or non-profit or charitable agency) or any
          other similar use which is visited by the general public for the
          purpose of using such agency's service; and

               (iv)    the proposed user shall be of a character, and shall be
          engaged in a business, in keeping with the high commercial standards
          applied by Landlord to the Building.

               (v)     the proposed user shall demonstrate adequate financial
          strength to perform its obligations under the sublease.



     10.  Fire or Other Casualty. In the event of damage to the Demised Premises
or those portions of the Building providing access or essential services
thereto, by fire or other casualty, Landlord shall at its expense cause the
damage to be repaired to a condition as nearly as practicable to that existing
prior to the damage, with reasonable speed and diligence. Landlord shall not,
however, be obligated to restore or rebuild the Demised Premises to a condition
in excess of its condition prior to the installation of the work provided for in
Section 5 hereof, provided however, Landlord shall contribute to any such
restoration a sum equal to its contribution for improvements set forth in
Section 5(c) to the extent actually paid by Landlord. To the extent and for the
time that the Demised Premises are thereby rendered untenantable, the rent
(including any additional rent) shall proportionately abate. In the event the
damage shall involve the Building generally and shall be so extensive that
Landlord shall decide not to repair or rebuild the Building, or if any mortgagee
of the Building shall not permit the application of adequate insurance proceeds
for repair or restoration, or if the casualty shall not be of a type insured
against under standard fire policies with extended type coverage, this Lease
shall, at the option of Landlord, exercisable by written notice to Tenant given
within thirty (30) days after Landlord is notified of the casualty and of the
extent thereof, be terminated as of a date specified in such notice (which shall
not be more than thirty (30) days thereafter), and the rent (taking into account
any abatement as aforesaid) shall be adjusted to the termination date and Tenant
shall thereupon promptly vacate the Demised Premises.

     11.  Liability.
           (a)  Damage in General. Each party hereto agrees that neither Tenant
nor Landlord, its building manager, and their respective directors, officers,
employees and agents, shall be liable to each other, and each party hereby
releases the other, for any personal injury or damage to or loss of personal
property in or about the Demised Premises or Building from any cause whatsoever
unless such damage, loss or injury results from the negligence or wrongful act
of this other party, its building manager, or their directors, officers,
employees or agent. Neither Tenant nor Landlord and its building manager, and



respective directors, officers, employees and agents shall be liable to each
other for any such damage or loss whether or not such damage or loss results
from negligence, to the extent the damaged party is compensated therefor by
           (b)  Indemnity. Each party hereto shall defend, indemnify and save
harmless the other party and its agents and employees against and from all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including reasonable attorneys' fees, which may be imposed upon or
incurred by or asserted against the other party and/or its agents by reason of
any of the following which shall occur during the term of this Lease, or during
any period of time prior to the Commencement Date hereof when Tenant may have
been given access to or possession of all or any part of the Demised Premises:
          (1)   any work or act done negligently or wrongfully in, on or about
     the Demised Premises or any part thereof at the direction of a party, its
     agents, contractors, subcontractors, servants, employees, licensees or
          (2)   any negligence or other wrongful act or omission, in or about
     the Building or any part thereof, on the part of either party or any of its
     agents, contractors, subcontractors, servants, employees, subtenants,
     licensees or invitees;
          (3)   any accident, injury or damage to any person or property
     occurring in, on or about the Demised Premises or any part thereof, unless
     caused by the negligence of the other party, its employees or agents; and
          (4)   any failure on the part of either party to perform or comply
     with any of the covenants, agreements, terms, provisions, conditions or
     limitations contained in this Lease on its part to be performed or complied

     12.  Eminent Domain. If any part of the Building shall be taken or
condemned for a public or quasi-public use under any statute or by right of
eminent domain or private purchase in lieu thereof by any competent authority,
Tenant shall have no claim against Landlord and shall not have any claim or
right to any portion of the amount that may be awarded as damages or paid as a
result of any such condemnation or purchase; and all right of the Tenant to
damages therefor are hereby assigned by Tenant to Landlord. The foregoing shall
not, however, deprive Tenant of



any separate award for moving expenses, business dislocation damages or for any
other award which would not reduce the award payable to Landlord. Upon the date
the right to possession of the Demised Premises shall vest in the condemning
authority, this Lease shall cease and terminate with rent adjusted to such date
and Tenant shall have no claim against Landlord for the value of any unexpired
term of this Lease.

     13.  Insolvency. (i) The appointment of a receive or trustee to take
possession of all or a substantial portion of the assets of Tenant, or (ii) an
assignment by Tenant for the benefit of creditors, or (iii) the institution by
or against Tenant of any proceedings for bankruptcy or reorganization under any
state or federal law (unless, in the case of involuntary proceedings, the same
shall be dismissed within sixty (60) days after institution), or (iv) any
execution issued against a significant portion of the assets of Tenant or
against Tenant's leasehold interest hereunder which is not stayed or discharged
at least twenty (20) days prior to a scheduled execution sale, shall constitute
a breach of this Lease by Tenant. Landlord, in the event of such a breach, shall
have, without need of further notice, the rights enumerated in Section 14

     14.  Default.
          (a) Events of Default. If Tenant shall fail to pay rent or any other
sum payable to Landlord hereunder when due, and such default shall continue
uncured for more than ten (10) days after receipt of written notice thereof, or
if Tenant shall fail to perform or observe any of the other covenants, terms or
conditions contained in this Lease within thirty (30) days (or such longer
period as is reasonably required to correct any such default, provided Tenant
promptly commences and diligently continues to effectuate a cure) after written
notice thereof by Landlord, or if any of the events specified in Paragraph 13
hereof occur, or if Tenant vacates or abandons the Demised Premised during the
term hereof or removes or manifests an intention to remove any substantial
portion of Tenant's goods or property therefrom other than in the ordinary and
usual course of Tenant's business, then, and in any of said cases
(notwithstanding any former breach of covenant or waiver thereof in a former
instance), Landlord, in addition to all other rights



and remedies available to it by law or equity or by any other provisions hereof,
may at any time thereafter:
          (1)  upon ten (10) days' notice to Tenant, declare to be immediately
     due and payable, on account of the rent and other charges herein reserved
     for the balance of the term of this Lease (taken without regard to any
     early termination of said term on account of default), a sum equal to the
     Accelerated Rent Component (as hereinafter defined), and Tenant shall
     remain liable to Landlord as hereinafter provided, and/or
          (2)  whether or not Landlord has elected to recover the Accelerated
     Rent Component, terminate this Lease on at least thirty (30) days' notice
     to Tenant, and, on the date specified in said notice, this Lease and the
     term hereby demised and all rights of Tenant hereunder shall expire and
     terminate and Tenant shall thereupon quit and surrender possession of the
     Demised Premises to Landlord in the condition elsewhere herein required and
     Tenant shall remain liable to Landlord as hereinafter provided.
          (b)  Accelerated Rent Component. For purposes hereof, the Accelerated
Rent Component shall mean the aggregate of:
          (1)  all rent and other charges, payments, costs and expenses due from
     Tenant to Landlord and in arrears at the time of the election of Landlord
     to recover the Accelerated Rent Component;
          (2)  the minimum rent reserved for the then entire unexpired balance
     of the term of this Lease (taken without regard to any early termination of
     the term by virtue of any default), plus all other charges, payments, costs
     and expenses herein agreed to be paid by Tenant up to the end of said term
     which shall be capable of precise determination at the time of Landlord's
     election to recover the Accelerated Rent Component, discounted to present
     value at the then existing prime rate of CoreStates Bank, N.A.,
     Philadelphia; and
          (3)  Landlord's good faith estimate of all charges, payments, costs
     and expenses herein agreed to be paid by Tenant up to the end of said term
     which shall not be capable of precise determination as aforesaid (and for
     such purposes no estimate of any component of additional rent to accrue
     pursuant to the provisions of Section 4 hereof shall be less



     than the amount which would be due of each such component continued at the
     highest monthly rate or amount in effect during the twelve (12) months
     immediately preceding the default) discounted to present value at the then
     existing prime rate of CoreStates Bank, N.A. Philadelphia.
          (c)  Additional Remedies. Landlord shall have the following additional
remedy in the event of default:
          (1)  Re-entry. In any case in which this Lease shall have been
     terminated, or in any case in which Landlord shall have elected to recover
     the Accelerated Rent Component and any portion of such sum shall remain
     unpaid, Landlord may, without further notice, enter upon and repossess the
     Demised Premises, by summary proceedings, ejectment or otherwise, and may
     dispossess Tenant and remove Tenant and all other persons and property from
     the Demised Premises and may have, hold and enjoy the Demised Premises and
     the rents and profits therefrom. Landlord may, in its own name, as agent
     for Tenant, if this Lease has not been terminated, or in its own behalf, if
     this Lease has been terminated, relet the Demised Premises or any part
     thereof for such term or terms (which may be greater or less than the
     period which would otherwise have constituted the balance of the term of
     this Lease) and on such conditions and provisions (which may include
     concessions or free rent) as Landlord in its sole discretion may determine.
     Landlord may, in connection with any such reletting, cause the Demised
     Premises to be redecorated, altered, divided, consolidated with other space
     or otherwise changed or prepared for reletting. No reletting shall be
     deemed a surrender and acceptance of the Demised Premises.

          (d)  Continuing Liability. Tenant shall, with respect to all periods
of time up to and including the expiration of the term of this Lease (or what
would have been the expiration date in the absence of default or breach) remain
liable to Landlord a follows:

          (1)  In the event of termination of this Lease on account of Tenant's
     default or breach, Tenant shall remain liable to Landlord for damages equal
     to the rent and other charges payable under this Lease by Tenant as if this
     Lease were still in effect, less the net proceeds of any reletting after
     deducting all costs incident thereto (including



     without limitation all repossession costs, brokerage and management
     commissions, operating and reasonable legal expenses and fees, alteration
     costs and expenses of preparation for reletting) and to the extent such
     damages shall not have been recovered by Landlord by virtue of payment by
     Tenant of the Accelerated Rent Component (but without prejudice to the
     right of Landlord to demand and receive the Accelerated Rent Component),
     such damages shall be payable to Landlord monthly upon presentation to
     Tenant of a bill for the amount due.
          (2)  In the event and so long as this Lease shall not have been
     terminated after default or breach by Tenant, the rent and all other
     charges payable under this Lease shall be reduced by the net proceeds of
     any reletting by Landlord (after deducting all costs incident thereto as
     above set forth) and by any portion of the Accelerated Rent Component paid
     by Tenant to Landlord, and any amount due to Landlord shall be payable
     monthly upon presentation to Tenant of a bill for the amount due.
          (e)  Limitation on Accelerated Rent Component. If Landlord declares
the Accelerated Rent Component to be due as herein provided and Landlord relets
the Demised Premises, said Accelerated Rent Component shall be reduced by the
net proceeds of such reletting actually collected by Landlord, either by rebate
to Tenant (if the Accelerated Rent Component has been paid) or, if the
Accelerated Rent Component has not been paid, by credit in any proceedings
pending against Tenant for the recovery of the Accelerated Rent Component.
          (f)  No Duty to Relet. Landlord shall in no event be responsible or
liable for any failure to relet the Demised Premises or any part thereof, or for
any failure to Collect any rent due upon a reletting.
          (g)  Additional Rights. As an alternative remedy of Landlord in the
event of termination of this Lease by Landlord following any breach or default
by Tenant, Landlord, at its option, shall be entitled to recover damages for
such breach in an amount equal to the Accelerated Rent Component (determined
from and after the date of Landlord's election under this subsection (g)) less
the fair rental value of the Demised Premises for the remainder of the term of
this Lease (taken without regard to the early termination), and such damages



be payable by Tenant upon demand.

          (h)  Bankruptcy. Nothing contained in this Lease shall limit or
prejudice the right of Landlord to prove for and obtain as damages incident to a
termination of this Lease, in any bankruptcy, reorganization or other court
proceedings, the maximum amount allowed by any statute or rule of law in effect
when such damages are to be proved.
          (i)  Waiver of Defects. Tenant waives the rights to any notices to
quit as may be specified in the Landlord and Tenant Act of Pennsylvania, Act of
April 6, 1951, as amended, and agrees that ten (10) days' notice shall be
sufficient in any case where a longer period may be statutorily specified.
          (j)  Overdue Payments. If rent or any other sum due from Tenant to
Landlord shall be overdue for more than fifteen (15) days after notice from
Landlord, it shall thereafter bear interest at the rate of fifteen percent (15%)
per annum, (or, if lower, the highest legal rate), until paid.
          (k)  If Landlord shall default on any obligation, condition, or other
term of this lease and such default shall continue uncured for more than ten
(10) days after written notice thereof or such longer period as is reasonably
necessary to cure such default (provided such care is diligently commenced and
prosecuted), Tenant may cure the default and deduct the cost thereof against
rent subsequently accruing under this Lease.






     17.  Subordination.

          (a)  General. This Lease is and shall be subject and subordinate to
all ground or underlying leases of the entire Building and to all mortgages
which may now or hereafter be secured upon the Building and/or Land, and to all
renewals, modifications, consolidations, replacements and extensions thereof.
Notwithstanding the foregoing, the party holding the instrument to which this
Lease is subordinate shall have the right to recognize and preserve this Lease
in the event of any



foreclosure sale or possessory action, and in such case this Lease shall
continue in full force and effect at the option of the party holding the
superior lien and Tenant shall attorn to such party and shall execute,
acknowledge and deliver any instrument that has for its purpose and effect
confirmation of such attornment. If Landlord shall so request, Tenant shall send
to any mortgagee or ground lessor of the Building designated by Landlord, a copy
of any notice given by Tenant to Landlord alleging a material breach by Landlord
in its obligations under this Lease. Landlord agrees to use its best efforts to
obtain from its current and future mortgage lenders a standard form of a
Subordination, Non-Disturbance and Attornment Agreement in favor of Tenant.
          (b)  Rights of Mortgagee. In the event of any act or omission of
Landlord which would give Tenant the right, immediately or after lapse of a
period of time, to cancel or terminate this Lease, or to claim a partial or
total eviction, Tenant shall not exercise such right (i) until it has given
written notice of such act or omission to the holder or each such mortgage and
ground lease whose name and address shall previously have been furnished to
Tenant in writing, and (ii) until a reasonable period for remedying such act or
omission shall have elapsed following the giving of such notice (which
reasonable period shall in no event be less than the period (the Landlord's Cure
period") to which Landlord would be entitled, under this Lease or otherwise,
after similar notice, to effect such remedy).

     18.  Reservations in Favor of Landlord. All walls, windows and doors
bounding the Demised Premises (including exterior Building walls, core corridor
walls and doors and any core corridor entrance), except the inside surfaces
thereof, any terraces or roofs adjacent to the Demised Premises, and any space
in or adjacent to the Demised Premises used for shafts, pipes, conduits, fan
rooms, ducts, electric or other utilities, sinks or other Building facilities,
and the use thereof, as well as reasonable access thereto through the Demised
Premises for the purposes of operation, maintenance, decoration and repair, are
reserved to Landlord.

     19.  Notices. All bills, statements, notices or other communications
given hereunder shall be deemed sufficiently given



or rendered only if in writing and sent by registered or certified mail, postage
prepaid, as follows:

         If to Tenant:
         i-frontier corp.
         417 North Eighth Street
         Philadelphia, PA 19123
         Attn:  President

         With a copy to:
         Robert J. Borghese
         Borghese Law Firm
         1515 Market Street, 9th Floor
         Philadelphia, PA 19102

         If to Landlord:
         417 North Eighth Street Associates
         642 N. Broad Street
         Philadelphia, PA 19130

or to such other person or place as a party may designate by notice as
aforesaid. Notice by mail shall be deemed given on the third business day
following deposit in the mail. Notices requesting after-hours Building services
may be given, in writing, by Tenant to the Building superintendent designated by
Landlord for such purposes.

     20.  Holding Over. Should Tenant wrongfully continue to occupy the Demised
Premises after expiration of the term of this Lease or any renewal or renewals
thereof, or after a forfeiture incurred, such tenancy shall (without limitation
on any of Landlord's rights or remedies therefor) be one at sufferance from
month to month at a minimum monthly rent equal to one and one half times the
total rent and additional rent payable for the last month of the term of this
Lease prior to the holdover. The foregoing right to recover one and one half
times the rent shall not apply if Tenant shall experience any unavoidable delay
in moving due to strikes, accidents or acts of God.



     21.  Waiver of Subrogation. Each party hereto waives any and every claim
which arises or which may arise in its favor and against the other party hereto
during the term of this Lease or any extension or renewal thereof for any and
all loss of, or damage to any of its property located within or upon or
constituting a part of the Building, to the extent that such loss or damage is
recovered under an insurance policy or policies and to the extent that such
policy or policies contain provisions permitting such waiver of claims, or to
the extent such loss or damage is customarily insured against by prudent
landlords or tenants of similar buildings and is available at regular rates
under policies permitting such waiver of claims. Each party agrees to request
its insurers to issue policies containing such provisions and if any extra
premium is payable therefor, the party which would benefit from the provision
shall have the option to pay such additional premium in order to obtain such

     22.  Rent or Lease Tax. If, during the term of this Lease or any renewal or
extension thereof, any tax is imposed upon the privilege of renting or occupying
the Demised Premises (including Philadelphia Business Use and Occupancy Tax) or
upon the amount of rentals collected therefore (including any gross receipts
taxes), Tenant will pay each month, as additional rent, a sum equal to such tax
or charge that is imposed for such month, but nothing herein shall be taken to
require Tenant to pay any income, estate, inheritance or franchise tax imposed
upon Landlord.

     23.  Prior Agreements, Amendments. This Lease constitutes the entire
agreement between the parties relating to the subject matter contained herein.
Neither party hereto has made any representations or promises except as
contained herein or in some further writing signed by the party making such
representation or promise which, by its express terms, is intended to supplement
the terms hereof. This Lease supersedes all prior negotiations, agreements,
informational brochures, letters, promotional information and other statements
and materials made or furnished by Landlord or its agents. No agreement
hereinafter made shall be effective to change, modify discharge or effect an
abandonment of this Lease, in whole or in part, unless such agreement is in



writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.

     24.  Captions. The captions of the paragraphs in this Lease are inserted
and included solely for convenience and shall not be considered or given any
effect in construing the provisions hereof.

     25.  Mechanic's Liens. Tenant shall, within twenty (20) days after notice
from Landlord, discharge or provide statutorily required bonding of any
mechanic's lien for material or labor claimed to have been furnished to the
Demised Premises on Tenant's behalf (except for work contracted for by Landlord)
and shall indemnify, defend and hold harmless Landlord from any loss incurred in
connection therewith.

     26.  Landlord's Right to Cure. Landlord may (but shall not be obligated),
on fifteen (15) days' notice to Tenant (except that no notice need be given in
case of emergency) cure on behalf of Tenant any default (after Tenant's right to
cure has lapsed and Tenant has failed to effect a cure) hereunder by Tenant, and
the cost of such cure (including any attorney's fees incurred) shall be deemed
additional rent payable upon demand.

     27.  Public Liability Insurance. Tenant shall at all times during the
period in which it has any occupancy rights in the Demised Premises, maintain in
full force and effect comprehensive public liability insurance, naming Landlord
and its managing agent as additional insured (but only to the extent Landlord is
indemnified pursuant to Paragraph 11 hereof), covering injury to persons in
amounts at least equal to $1,000,000 per accident, and damage to property of at
least $500,000, occurring in or about the Demised Premises. Tenant shall lodge
with Landlord duplicate originals or certificates of such insurance at or prior
to the date Tenant shall make any entry into the Demised Premises, together with
evidence of paid up premiums, and shall lodge with Landlord renewals thereof at
least fifteen (15) days prior to expiration. Tenant agrees to notify Landlord
within five (5) days of receipt from its insurers under such policies of notice
that any policy will be canceled or amended.



     28.  Estoppel Statement. Tenant or Landlord shall from time to time, within
ten (10) days after request by the other, execute, acknowledge and deliver to
the other a statement, which may be relied upon by the other or any proposed
assignee or subtenant of the other's interest in this Lease or any existing or
proposed mortgagee or ground lessor, certifying that this Lease in unmodified
and in full force and effect (or that the same is in full force and effect as
modified, listing the instruments of modification), the dates to which rent and
other charges have been paid, and whether or not, to the best of the certifying
party's knowledge, the other is in default hereunder or whether the certifying
party has any claims or demands against the other (and, if so, the default,
claim and/or demand shall be specified).

     29.  Brokers. Tenant and Landlord represent and warrant to each other that
they have not dealt with any broker or agent in the negotiation for or the
obtaining of this Lease other than The Flynn Company and M.S. Fox Real Estate
Group, Inc. for whose commissions Landlord shall be solely responsible, and each
agrees to indemnify and hold harmless the other from any and all cost or
liability for compensation claimed by any broker or agent employed by it or
claiming to have been engaged by it in connection with this Lease.

     30.  Certain Meanings; Limitation of Liability.

          (a)  Tenant. The word "Tenant" as used in this Lease shall be
construed to mean tenants in all cases where there is more than one tenant (and
in such case the liability of such tenants shall be join and several), and the
necessary grammatical changes required to make the provisions hereof apply to
corporations, partnerships or individuals, men or women, shall in all cases be
assumed as though in each case fully expressed. Each provision hereof shall
extend to and shall, as the case may require, bind and inure to the benefit of
Tenant and its successors and assigns, provided that this Lease shall not inure
to the benefit of any assignee or successor of Tenant except upon the terms set
forth in Section 9 of this Lease.

          (b)  Landlord; Mortgagees. The term "Landlord" as used in the Lease
means the fee owner of the Building or, if different, the party holding and
exercising the right, as against



all others (except space tenants of the Building) to possession of the entire
Building. Landlord above-named represents that it is the holder of such rights
as of the date hereof. In the event of the voluntary or involuntary transfer of
such ownership or right to a successor-in-interest of Landlord, Landlord shall
be freed and relieved of all liability and obligation hereunder which shall
thereafter accrue and Tenant shall look solely to such successor in interest for
the performance of the covenants and obligations of the Landlord hereunder which
shall thereafter accrue. The liability of Landlord and its successors in
interest, under or with respect to this Lease, shall be strictly limited to and
enforceable only out of its or their interest in the Building and Land, and
shall not be enforceable out of any other assets. No mortgagee or ground lessor
which shall succeed to the interest of Landlord hereunder (either in terms of
ownership or possessory rights) shall: (i) be liable for any previous act or
omission of a prior Landlord, (ii) be subject to any rental offsets or defenses
against a prior Landlord, (iii) be bound by any amendment of this Lease made
subsequent to the date of such mortgage or ground lease without its written
consent, or by payment by Tenant of rent in advance in excess of one (1) month's
rent, (iv) be liable for any security not actually received by it, or (v) be
liable for any initial construction of the improvements to be made to the
Demised Premises. Subject to the foregoing, the provisions hereof shall be
binding upon and inure to the benefit of the successors and assigns of Landlord.

     31.  Miscellaneous.

          (a)   Non-Waiver. The failure of either party to insist in any one or
more instances upon the strict performance of any one or more of the agreements,
terms, covenants, conditions, or obligations of this Lease, or to exercise any
right, remedy or obligations of this Lease, or to exercise any right, remedy or
election herein contained, shall not be construed as a waiver or relinquishment
in the future of such performance or exercise, but the same shall continue and
remain in full force and effect with respect to any subsequent breach, act or

          (b)   Partial Payment. No payment by Tenant or receipt by Landlord of
a lesser amount than the correct minimum rent or additional rent due hereunder
shall be deemed to be other than a payment on account, nor shall any endorsement
or statement on any



check or letter accompanying any check or payment be deemed to effect or
evidence an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance or pursue
any other remedy in this Lease or at law provided.

          (c)   Partial Invalidity. If any of the provisions of this Lease, or
the application thereof to any person or circumstances, shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision or provisions to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

          (d)   Common Facilities. Tenant and its agents, employees and
invitees, shall have the right to use, in common with all others granted such
rights by Landlord, in a proper and lawful manner, the common walkways and
sidewalks on the Land, the common entranceways and lobbies furnishing access to
the Demised Premises. Such use shall be subject to such reasonable rules,
regulations and requirements as Landlord may from time to time prescribe with
respect thereto.

          (e)   Construction. This Lease shall be governed in all respects by
the laws of the Commonwealth of Pennsylvania.

          (f)   Memorandum. Tenant may, at its expense, record a memorandum of
this Lease in form and substance reasonably satisfactory to counsel for Landlord
and Tenant.

     32.  Quiet Enjoyment. Tenant, upon payment of the rent and performance of
all obligations imposed under this Lease, shall have the peaceful and quiet
enjoyment of the Demised Premises without hindrance or disturbance by Landlord
or those claiming by, through, or under Landlord, subject however to the terms
of the Lease and to any mortgage or ground lease which is superior to this
Lease. Landlord agrees that it will secure a permanent certificate of occupancy
prior to the expiration of any temporary certificate of occupancy secured for
the Demised Premises, unless the inability to secure such permanent certificate
is due to act or neglect of Tenant.

     33.  Security Deposit. Upon the execution of this Lease, Tenant agrees to
deposit with Landlord a Security Deposit in the



amount of $34,571.17.

     Landlord shall hold the Security Deposit for the faithful performance of
all the terms and conditions of this Lease, it being understood that Tenant
shall in no event be entitled to any interest accrued or accruing thereon.
Should the Tenant default under any of the terms and conditions of this Lease,
Landlord shall have the right, at Landlord's option at any time and from time to
time, to apply the Security Deposit or any part thereof, for the purpose of
curing any such default or for the purpose of reimbursing Landlord for any
damage or costs occasioned by such default, without affecting any other rights
or remedies reserved by Landlord under the terms of this Lease.

     If the Security Deposit, or any part thereof, is so applied by Landlord,
Tenant shall, within five (5) days after demand by Landlord, deposit additional
funds with Landlord to restore Security Deposit to its original amount, and
failure to do so shall constitute a default under this Lease.

     If the Tenant shall have faithfully lived up to all of the terms and
conditions of this Lease, the Security Deposit shall be refunded to Tenant at
the expiration or sooner determination of this Lease; provided, however, that
Tenant first shall have vacated the Premises and surrendered possession thereof
to Landlord by delivery of keys, in accordance with this Lease.

     Nothing herein contained shall require Landlord to hold the Security
Deposit as a trust fund, nor establish any relationship between Landlord and
Tenant other than that of debtor and creditor with respect to the Security

     If Landlord shall assign or otherwise transfer its interest in this Lease,
Landlord shall have the right, at any time and without notice to Tenant, to
transfer the Security Deposit to the assignee or other transferee of such
interest (with like the right of transfer to any assignee or other transferee)
and upon such transfer, Landlord shall be released and relieved from all
liability and/or responsibility with respect thereto.

     34.  Environmental Matters.

          (a)   Tenant shall not transport, use, store, maintain, generate,
manufacture, handle, dispose, release or discharge any "Hazardous Material" (as
defined below) upon or about the Building or permit Tenant's employees, agents,
contractors or other occupants of the Demised Premises to engage in such



activities upon or about the Building. However, the foregoing provisions shall
not prohibit the transportation to and from, and use, storage, maintenance and
handling within, the Demised Premises of substances customarily used in offices
(or such other business or activity expressly permitted to be undertaken in the
Demised Premises under the permitted uses set forth in Section 1, provided: (i)
such substances shall be used and maintained only in such quantities as are
reasonably necessary for such Permitted Use of the Demised Premises, strictly in
accordance with Governmental Regulations as hereinafter defined, and the
manufacturer's instructions therefor, (ii) such substances shall not be disposed
of, released or discharged on the Building, and shall be transported to any from
the Demised Premises in compliance with all Governmental Regulations and as
Landlord shall reasonably require, (iii) if any Governmental Regulations or
Landlord's trash removal contractor require that any such substances be disposed
of separately from ordinary trash, Tenant shall make arrangements at Tenant's
expense for such disposal directly with a qualified and licensed disposal
company at a lawful disposal site (subject to scheduling and approval by
Landlord), and shall ensure that disposal concurs frequently enough to prevent
unnecessary storage of such substances in the Demised Premises, and (iv) any
remaining such substances shall be completely, properly and lawfully removed
from the Building upon expiration or earlier termination of this Lease.

          (b)   Tenant shall promptly notify Landlord of (i) any enforcement,
cleanup or other regulatory action taken or threatened by any governmental or
regulatory authority with respect to the presence of any Hazardous Material on
the Demised Premises or the migration thereof from or to other property, (ii)
any demands or claims made or threatened by any party against Tenant or the
Demised Premises relating to any loss or injury resulting from any Hazardous
Material, (iii) any release, discharge or nonroutine, improper or unlawful
disposal or transportation of any Hazardous Material on or from the Demised
Premises, and (iv) any matters where Tenant is required by Governmental
Regulations to give notice to any governmental or regulatory authority
respecting any Hazardous Material on the Demised Premises. Landlord shall have
the right (but not the obligation) to join and participate as a party in any



proceedings or actions affecting the Demised Premises initiated in connection
with any environmental, health or safety Governmental Regulations. At such time
as Landlord may reasonably request, Tenant shall provide Landlord with a written
list identifying any Hazardous Material then used, stored, or maintained upon
the Demised Premises, the use and approximate quantity of each such material, a
copy of any material safety data sheet ("MSDS") issued by the manufacturer
therefor, written information concerning the removal, transportation and
disposal of the same, and such other information as Landlord may reasonably
require or as may be required by Governmental Regulations. The term "Hazardous
Material" for purposes hereof shall mean any chemical, substances, material or
waste or component thereof which is now or hereafter listed, defined or
regulated as a hazardous or toxic chemical, substance, material or waste or
component thereof by any federal, state, or local governing or regulatory body
having jurisdiction, or which would trigger any employee or community
"right-to-know" requirements adopted by any such body, or for which any such
body has adopted any requirements for the preparation or distribution of an

          (c)   If any Hazardous Material is released, discharged or disposed of
by Tenant or any other occupant of the Demised Premises, or their employees,
agents or contractors, on or about the Building in violation of the foregoing
provisions, Tenant shall immediately, properly and in compliance with
Governmental Regulations clean up and remove the Hazardous Material from the
affected personal property (whether or not owned by Landlord), at Tenant's
expense. Such clean up and removal work shall be subject to Landlord's prior
written approval (except in emergencies), and shall include, without limitation,
any testing, investigation, and the preparation and implementation of any
remedial action plan required by any governmental body having jurisdiction or
reasonably required by Landlord. Notwithstanding any other provisions of this
Lease, if Tenant shall fail to comply with the provisions of this Article within
five (5) days after written notice by Landlord, or such shorter time as may be
required by Governmental Regulations or in order to minimize any hazard to
persons or property, may (but shall not be obligated to) arrange for such
compliance directly or as Tenant's agent through contractors or other parties
selected by Landlord, at



Tenant's expense (without limiting Landlord's other remedies under this Lease or
applicable law). If any Hazardous Material is released, discharged or disposed
of on or about the Building and such release, discharge or disposal is not
caused by Tenant or other occupants of the Demised Premises, or their employees,
agents or contractors, such release, discharge or disposal shall be deemed
casualty damage under Section 10 to the extent that the Demised Premises or
common areas serving the Demised Premises are affected thereby, in such case,
Landlord and Tenant shall have the obligations and rights respecting such
casualty damage provided under Section 10.

          (d)   Landlord represents and warrants that all Hazardous Materials
that could be identified by environmental experts have been removed from the
Building, except for lead based paint. Landlord has no knowledge of any
Hazardous Material in the Building other than those identified by environmental

     35.  Parking. Tenant shall have the right to lease nineteen parking spaces
to be located in Landlord's lot adjacent to the Building. The rate for each such
space is currently $55.00 per space per month. The rate on such spaces will
increase based on the increase in maintenance and operating costs and taxes
attributable to the parking area. All the conditions of this Lease applicable to
the Demised Premises shall also apply to the parking spaces. In the course of
operating the parking lot, Landlord does not take car keys of Tenants, its
employees and invitees, and does not accept possession or control of the
automobiles of Tenant, its employees and invitees. Landlord is not responsible
for any loss or damage to the automobiles of Tenant, its employees and invitees,
or their contents.

     36.  Right of First Offer.

          (a)   In the event that, from time to time after Tenant has occupied
the entire Demised Premises, Landlord shall propose to offer any of the space in
the Building to a prospective tenant (which shall not include any existing
tenant which is occupying the space to be offered), then Landlord shall first
give notice (the "Offer Notice") to Tenant notifying Tenant of such intention,
designating the portion of the Building which Landlord intends to so offer and
specifying the terms upon which Landlord



intends to offer the space. Upon the giving of an Offer Notice by Landlord,
Tenant shall thereupon have an option (a "Right of First Offer"), exercisable by
written notice (an "Acceptance Notice") given to Landlord not later than ten
(10) days after the receipt of the Offer Notice, to lease all (but not less than
all) of the designated First Offer Space on the terms and conditions specified
in the Offer Notice and as hereinafter provided.

          (b)   If Tenant elects to lease the First Offer Space:

               (i)  All of the terms and conditions of this Lease shall apply to
          the First Offer Space, except to the extent that such terms are
          inconsistent with the terms set forth in the Offer Notice, and as
          otherwise provided herein, so that the First Offer Space shall become
          part of the Demised Premises.

               (ii) The date for the commencement of the term as to such First
          Offer Space will be (A) with respect to First Offer Space which has
          been previously leased to others, the day immediately following the
          expiration of the previous lease, or (B) with respect to space which
          is not leased to others, five (5) days after the Acceptance Notice is
          given to Landlord;

          (c)   In the event that Tenant does not exercise its Right of First
Offer for any designated First Offer Space, then Tenant shall have no further
rights or claims as to such First Offer Space and Landlord shall be free to
offer the First Offer Space to any third party upon terms which are not
substantially different from those specified in the Offer Notice.

Notwithstanding the foregoing, Tenant's Right of First Offer shall be reinstated
in the event that Landlord has not entered into a lease therefore with another
Tenant by a date five (5) months after the date of Landlord's Offer Notice.

Tenant's failure or refusal to exercise a Right of First Offer shall not affect
Landlord's obligation or Tenant's ability to exercise its Right of First Offer
on any other space in the Building.

          (d)   Upon the occurrence of an event of default under this Lease,
Tenant's Right of First Offer shall terminate, and thereafter Landlord shall
have no further obligation to offer the First Offer Space to Tenant until such
event of default has been cured.



     37.  Landlord's Warranties and Covenants. Landlord represents and warrants
to Tenant that it is the sole owner in fee simple of the Building of which the
Demised Premises is a part, in its entirety, other than sidewalks and driveways
that are public property; that no mortgages, deeds of trust, or liens or
encumbrances of any nature presently encumber Landlord's title to the Premises
except as set forth in Exhibit "D" attached hereto and incorporated herein by
reference; that none of said encumbrances shall prohibit or impede the use of
the Demised Premises as contemplated herein or create any financial obligation
on the part of Tenant except as expressly set forth herein; that Landlord has
the full right, power and authority to enter into this Lease and make the
agreements contained herein on its part to be performed; that the execution,
delivery and performance of this Lease has been duly authorized by Landlord;
that the Lease constitutes the valid and binding obligation of Landlord,
enforceable in accordance with its terms; that the making of this Lease and the
performance thereof will not violate any present zoning laws or ordinances or
the terms or provisions of any mortgage, lease or other agreement to which
Landlord is a party or under which Landlord is otherwise bound, or which
restricts Landlord in any way with respect to the use or disposition of the
Demised Premises; that the Demised Premises are presently in material compliance
with any and all applicable laws, including without limitation, any laws
pertaining to hazardous materials or environmental matters and material
provisions of the Americans with Disabilities Act of 1990 and similar state
laws; that the Demised Premises are presently zoned for general office use seven
days per week, 24 hours a day, as contemplated in the Lease; and that the
Demised Premises presently include full, legal access to one or more dedicated
public rights-of-way. In no event shall Landlord construct any new improvement,
alter any existing improvement on the Demised Premises or take any other action
or allow any similar action to be taken on the Demised Premises or on adjacent
property owned, leased or controlled by Landlord, which materially interferes
with (a) access to the Demised Premises; (b) the conduct of Tenant's business on
the Demised Premises; or (c) the number of parking spaces available to Tenant.



     38.  Option to Renew.

          (a)  Tenant is granted the right and option to extend the Term of this
Lease for one (1) additional period of three (3) years, with such extended
period of the term to commence upon the expiration of the previously effective
period of the term provided that:
          (i)  Such option must be exercised, if at all, by notice from Tenant
     to Landlord given at least 180 days prior to the expiration of the initial
     term of this Lease; and
          (ii) At the time of exercise of option, this Lease shall be in full
     force and effect and there shall exist no default by Tenant which remains
     uncured beyond any applicable period of grace.
          (b)  In the event the foregoing option is effectively exercised, all
     the terms, provisions and conditions contained in this Lease shall continue
     to apply except that:
          (i)  There shall be no further right of renewal beyond the renewal
     option hereinabove specified; and
          (ii) During the extended period of the Term the minimum rent for the
     additional three (3) years shall be at the annual rate of $12.00 per
     rentable square foot in the Demised Premises. Accordingly, the Minimum
     Annual Rent in the extended period shall be $228,000.

     IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and
year first mentioned above written.


(Corporate Seal)                 i-frontier corp.

                                 BY: /s/ Bradley Aronson

                                 ATTEST: /s/ Bradley Aronson


                                 417 NORTH EIGHTH STREET ASSOCIATES
                                 by P&A Associates its sole general partner

                                 BY: /s/ Peter Shaw
                                        GENERAL PARTNER



                                  EXHIBIT "A"


                                   EXHIBIT "B"

                          LEGAL DESCRIPTION OF PROPERTY

ALL THAT CERTAIN lot or piece of ground with the buildings and improvements
thereon erected, SITUATE in the 5th Ward of the City of Philadelphia, described
according to a Plan of Property made for Brown and Bailey Company, a
Pennsylvania Corporation by Ben H. Joseph, Surveyor and Regulator of the 3rd
District, dated December 5, 1956, and further described as follows, to wit:

BEGINNING at the intersection of the Northerly side of Willow Street (30 feet
wide) with the Westerly side of Franklin Street (50 Feet wide); thence extending
North 86 degrees 20 minutes 28 seconds West along the Northerly side of Willow
Street 109 feet 11 inches to a point; thence extending North 6 degrees, 4
minutes, 43 seconds East 86 feet 7-3/4 inches to a point; thence extending North
85 degrees 49 minutes 41 seconds West 128 feet 1/8 of an inch to a point on the
Easterly side of 8th Street (43 feet wide), which at that point is a distance of
88 feet 3-3/8 inches measuring Northwardly along the said side of 8th Street
from the Northerly side of Willow Street; thence extending North 4 degrees 10
minutes 19 seconds East along the Easterly side of 8th Street 150 feet to a
point on the Southerly side of an alley 2 feet 6 inches wide; thence extending
South 85 degrees 49 minutes 41 seconds East partly along the Southerly side of
the said 2 feet 6 inches wide alley 133 feet 1/8 of an inch to a point; thence
extending South 6 degrees 4 minutes 43 seconds West 67 feet 10-5/8 inches to a
point; thence extending South 85 degrees 3 minutes 17 seconds East partly
through a wall 104 feet 3-5/8 inches to a point along the Westerly side of
Franklin Street; thence extending South 4 degrees 10 minutes 19 seconds West
along the Westerly side of Franklin Street 166 feet 4-1/4 inches to the first
mentioned intersection and place of beginning.

ALSO ALL THAT CERTAIN lot or piece of ground, SITUATE in the 5th Ward of the
City of Philadelphia described as follows, to wit:

BEGINNING at a point on the Westerly side of Willow Street (30 feet wide) which
point is measured Southwestwardly along the said Northeasterly side of Willow
Street the distance of 138 feet 6-



1/2 inches more or less from a point of intersection formed by the said
Northeasterly side of Willow Street and the Northwesterly side of 7th Street (50
feet wide) thence extending from said point of beginning Southwestwardly along
the said Northeasterly side of Willow Street the distance of 24 feet 10-5/8
inches more or less to a point; thence Northeastwardly 166 feet 4 inches more or
less to a point; thence Northwestwardly 105 feet more or less to a point; thence
Northeastwardly 67 feet 10-5/8 inches more or less to a point on the
Southwesterly end of a Three feet wide alley which leads Northeastwardly; thence
Southeastwardly crossing the said Southwesterly end of the 3 feet wide alley 127
feet 0-1/4 inches more or less to a point; thence Southwestwardly 233 feet 2-7/8
inches more or less to a point on the said Northeasterly side of Willow Street,
being the first mentioned point and place of beginning.

ALL THAT CERTAIN lot or piece of ground, SITUATE in the 5th Ward of the City of
Philadelphia, described according to a Survey and Plan of Properties made for
Phillips and Jacobs, Inc., and Somerset Knitting Mills by Harry E. O'Keefe, Sr.,
Acting Surveyor and Regulator of the 3rd District, dated November 26, 1974, to

BEGINNING at a point on the Northerly side of Willow Street (30 feet wide)
measured South 88 degrees 45 minutes 31 seconds West along the said Northerly
side of Willow Street the distance of 9 feet 1/2 inch from an angle point which
angle point is measured South 88 degrees 55 minutes 41 seconds West along the
said Northerly side of Willow Street the distance of 113 feet 5-1/4 inches from
the Westerly side of 7th Street (50 feet wide); thence extending South 88
degrees 45 minutes 31 seconds West along the said Northerly side of Willow
Street the distance of 16 feet 7/8 inches to a point; thence North 4 degrees 10
minutes 32 seconds East 233 feet 2-7/8 inches to a point; thence South 85
degrees 49 minutes 28 seconds East 16 feet 0 inches to a point; thence South 4
degrees 10 minutes 32 seconds West 231 feet 8-5/8 inches to a point on the said
Northeasterly side of Willow Street being the first mentioned point and place of

BEING the same premises which Philadelphia Industrial Development Corporation, a
Pennsylvania Corporation and Phillips and Jacobs



Incorporated, a Pennsylvania Corporation, by Deed dated April 20, 1979 and
recorded in the Office for the Recording of Deeds in and for the City and County
of Philadelphia, Commonwealth of Pennsylvania in Deed Book DCC 1931 page 197,
granted and convey unto Philadelphia Authority form Industrial Development, its
successors and assigns, in fee.



                                   EXHIBIT "C"

                               RULES & REGULATIONS

Referred to in the Foregoing Lease, and Forming a Part Thereof

     1.   The sidewalks, halls, passages, elevators and stairways outside of the
Demised Premises shall not be obstructed by any of the tenants, nor used by them
for any other purpose than for ingress and egress to and from their respective
offices, nor shall they be used as a waiting or lounging place for tenants,
tenants' employees or those having business with tenants. The halls, passages,
elevators, stairways and roofs are not for the use of the general public, and
Landlord retains in all cases the right to control and prevent access to any
part of said building, or of any adjoining building, of all persons whose
presence, in the judgment of Landlord or Landlord's employees, will be
prejudicial to the safety, character, reputation or interests of the building
and its Tenants. In case of invasion, mob, riot, public excitement or other
commotion, Landlord reserves the right to prevent access to the building during
the continuance of the same by closing the doors or otherwise for the safety of
tenants and the protection of property in said building.

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

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

     4.   Each tenant must upon surrendering possession at the



termination of the foregoing lease deliver to Landlord all keys of said demised
premises, and of water-closets and toilet-rooms appurtenant thereto, and leave
the windows and doors in the demised premises in like condition as at the date
of said lease.

     5.   Landlord retains in all cases the right to prescribe the method and
manner in which any merchandise, furniture, iron safe or heavy or bulky object
shall be brought in or taken out of the said building, and hours at which the
same shall be done, and further retains the right to limit and prescribe the
weight, size and proper position thereof, and all damage done to the building by
the bringing in or taking out thereof, or by reason of the presence thereof in
the building, shall be made good and immediately paid by the tenant by, through
or under whom the said damage may have been done. No ironsafe or other heavy or
bulky object shall be brought into the building or removed therefrom, except by
experienced safe men, movers or riggers, authorized in writing by Landlord.
Tenants shall notify the Superintendent of the weight or size of the safe, or
other such heavy or bulky object, and arrange with him as to time, method and
manner for receiving or delivering the same.

     6.   Shades, blinds and curtains installed by any tenant shall be of the
material, style, form and color adopted by Landlord for the building, and no
tenant shall put up any that do not conform to such standard. Tenants shall have
the right to remove such shades, blinds and curtains at the expiration of the

     7.   Landlord shall have the right, in person or by agent or agents, to
enter any premises at reasonable hours in the day or night on reasonable
advanced written notice, to examine the same, or to run telegraph or other
electric wires, steam plumbing or other pipes or (without being under any
obligation so to do) to make such repairs, additions and alterations as Landlord
shall deem necessary for the safety, improvement, preservation or restoration of
the said building, or for the safety or convenience of the present or future
occupants thereof, and to suspend the supply of light, heat and water during the
making of such repairs, additions and alterations, and also to enter and exhibit
any premises to be let. In the exercise of any of the



above rights Landlord will not unreasonably interfere with Tenant's occupancy
and will use its best efforts to minimize any suspension of services above

     8.   Landlord reserves the right to require that any office shall not be
used by tenants or others for an employment agency, or for securing employees
other than those to be employed on the demised premises, or for the payment of
salaries or wages to employees or persons who are not actually employed in the

     9.   Tenants, their employees, or others, shall not make or commit any
improper noises or disturbances of any kind in the building, smoke in the
elevators, mark or defile the elevators, water-closets, toilet-rooms, or the
walls, windows, doors or any other part of the building, nor interfere in any
way with other tenants or those having business in the building. Subject to the
provisions of Section 11(a) and 19 hereof, Tenants shall be liable for all
damage to the building done by their employees.

     10.  No carpet, rug or other article shall be hung or shaken out of the
building, and nothing shall be thrown by the tenants or tenants' employees nor
be allowed by them to drop, out of the windows or doors, or down the passages or
wells or ventilators of the building; and no tenant shall sweep or throw, or
permit to be swept or thrown from the leased premises, any dirt or other
substance into any of the corridors or halls, elevators or stairways of said
building, or into any of the light-shafts or ventilators thereof, or upon any
adjoining building or roof.

     11.  Except as provided in the Office Lease, animals shall be kept in or
about the premises.

     12.  If tenants desire to introduce signaling, telegraphic, telephonic or
other wires and instruments, Landlord will direct the electricians as to where
and how the same are to be placed, and without such direction, no placing,
boring or cutting of wires will be permitted. Landlord retains in all cases the
right to require the placing and using of such electrical protecting devices to
prevent the transmission of excessive currents of electricity into or through
the building, and require the



changing of wires and of their placing and arrangements under ground or
otherwise as Landlord may direct, and further, to require compliance on the part
of all using or seeking access to such wires with such rules as Landlord may
establish relating thereto. Notice requiring such changing of wires and their
replacing and rearrangement given by Landlord to any company or individual
furnishing service by means of such wires to any tenant, shall be regarded as
notice to such tenant and shall take effect immediately. All wires used by
tenants must be clearly tagged at the distributing boards and junction-boxes and
elsewhere in the building, with the number of the office to which said wires
lead, and the purpose for which said wires respectively are used, together with
the name of the company operating same.

     13.  A directory in a conspicuous place on the first floor, with the names
of tenants, will be provided by Landlord.

     14.  Tenants shall not keep or use or allow to be used on the demised
premises any article having an offensive odor, nor any ether, naphtha,
phosphorus, benzol, gasoline, benzine, petroleum or any product thereof, crude
or refined earth or coal oils, flashlight powder, or other explosive, kerosene,
camphene, burning fluid or other illuminating material, except gas, electric
light or candles.

     15.  Subject to the provisions of Section 33 of the Lease, no tenant and no
employees of any tenant shall go upon the roofs of said building or any
adjoining buildings, without the written consent of Landlord.

     16.  The delivery of towels, ice water, newspapers and other supplies to
tenants in the building, will be permitted only under the direction, control and
supervision of the Landlord.

     17.  The use of any space in the building as sleeping apartments is



                                   EXHIBIT "D"

     Mortgage dated April 8, 1999 in the principal amount of $1,200,000 given by
417 North Eighth Street Associates to Bank Philadelphia.