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Pennsylvania-Wayne-435 Devon Park Drive Lease - Bebob Associates and Internet Capital Group Inc.

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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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                           BEBOB ASSOCIATES, LANDLORD


                      INTERNET CAPITAL GROUP, INC., TENANT



                       15,000 SQUARE FEET IN BUILDING 600

                 435 DEVON PARK DRIVE, WAYNE, PENNSYLVANIA 19087


                              FROM: JANUARY 1, 2000

                              TO: DECEMBER 31, 2004


          THIS IS A LEASE AGREEMENT ("Lease") dated January 1st 2000.

          The parties are BEBOB ASSOCIATES, 485 Devon Park Drive, Wayne,
Pennsylvania, 19087 ("Landlord") and INTERNET CAPITAL GROUP, INC. ("Tenant")

          The terms of this Lease are:

     1.   TERM: Landlord hereby leases to Tenant for use only as a lawful
office, the floor area ("Leased Space") shown in the attached Exhibit "A" in the
600 building ("Building") erected by Landlord at 435 Devon Park Drive, Wayne,
Pennsylvania. The term of this Lease is five (5) years and zero months to
commence on January 1, 2000.

          Provided that Tenant is not in default of any of the terms and
conditions of this Lease, Tenant, upon giving Landlord twelve (12) months prior
written notice, commencing January 1, 2002, and continuing throughout the lease
term, may terminate this Lease.

     2.   RENT: Total base rent for the term of this Lease is One Million Four
Hundred Sixty-two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) . The
monthly base rent ("Rent") is Twenty-four Thousand Three Hundred Seventy-five
and 00/100 Dollars ($24,375.00), prorated for any partial calendar month of
occupancy, payable in advance without prior notice or demand and without any
set-off or deduction on the first day of each calendar month at Landlord's
principal office, or at such other place as Landlord may direct. Monthly Rent
payment will commence on January 1, 2000.

          For purposes of all covenants and terms of this Lease, the Leased
Space consists of 15,000 rental square feet.


     4.   COMPLETION OF IMPROVEMENTS: Landlord will permit Tenant to prepare the
Leased Space for occupancy by Tenant.

          Tenant shall be responsible for the cost and procurement of all
required approvals and permits from all governing Local, State, and/or Federal
agencies necessary to proceed with the improvements in or outside of the Leased
Space. Tenant shall provide Landlord with a copy of all plans for Landlord's
approval prior to submitting plans for the above stated approvals and permits,
provided that Landlord's approval will not be unreasonably withheld. Landlord
shall also receive copies of all final and approved plans, approvals, and
permits from Tenant.

          Tenant shall be responsible for obtaining insurance certificates from
all contractors and/or subcontractors prior to commencement of work in or
outside of the Leased Space, in the amounts and with insurance companies which
meet Landlord's approval.


                  Tenant shall indemnify and hold Landlord harmless for any
mechanic's liens as a result of the improvements constructed in or outside of
the Leased Space, and Tenant shall be responsible for any damages within
Safeguard Corporate Campus which are caused by contractors and/or subcontractors
doing work for Tenant.

                  Tenant shall indemnify and hold Landlord harmless from and
against any losses, costs, damages of claims or whatever nature which may arise
out of or in connection with the compliance requirements set forth in the
Americans with Disabilities Act of 1990, as amended, relating to the design,
renovation, alteration and/or construction in or about the Leased Space,
performed or conducted by Tenant and/or at the request or direction of Tenant.
This paragraph shall apply to Tenant's Improvements, if any, as set forth in
Exhibit "B" hereto, and to any subsequent modification or alteration of the
Leased Space pursuant to subparagraph 9(c) of this Lease. This indemnification
and hold harmless shall not apply to losses, costs, damages or claims arising
from the condition of the Leased Space as the same existed prior to the date of
this Lease.

          5.      COVENANTS OF LANDLORD: Landlord will:

                  (a)   Supply for normal office use, janitor and cleaning
services, common area electricity and hot and cold water, all in amounts and at
times consistent with similar services provided in first class office buildings
in the Suburban Philadelphia area, but Landlord will not be liable for failure
to supply such services for any cause beyond its control. The Leased Space shall
be each individually metered and directly billed for electricity. If Tenant's
use of water in Landlord's judgment, reasonable exercised, exceeds a normal
office use level, Landlord may at Tenant's expense, install a meter to measure
the water consumed in the Leased Space and bill Tenant for any cost thereof
above normal office use levels;

                  (b)   Intentionally left blank.

                  (c)   Supply and maintain parking facilities adjacent to the
Building for the use of all tenants, their guests and invitees;

                  (d)   Maintain the Leased Space (including all standard
plumbing and other fixtures, standard light bulbs, etc., except for damage
caused by Tenant' s negligence), and the Building, including all common areas,
systems, fixtures, etc., in good repair and condition at all times consistent
with first class office buildings in the Suburban Philadelphia area;

                  (e)   Provide landscaping, snow and ice removal and
appropriate maintenance of the grounds, walkways and driveways and parking areas
in Safeguard Corporate Campus;

                  (f)   Supply and maintain heating, air conditioning and
utility equipment to the Leased Space; and

                  (g)   Cause the Building and Land to comply with all laws,
including zoning and environmental laws and regulations.


     6.   ADDITIONAL RENT: Tenant will pay as additional rent ("Additional
Rent") at the times herein stated in this Lease (if no times are stated, then on
the first day of the month after Landlord notifies Tenant of the amount of such
Additional Rent):

          (a)  Increases in the monthly Rent that result from application of the
rent adjustment provisions set forth in the attached Exhibit "C", subject to the
following: In determining Operating Expenses, as defined in the attached Exhibit
"C", for any calendar year or portion thereof during which less than ninety-five
percent (95%) of the area of the Building shall have been occupied by tenants
for more than thirty (30) days during such year, Operating Expenses shall be
deemed for such year to be an amount equal to the like expenses which would
normally be expected to be incurred had such occupancy of the Building been
ninety-five percent (95%) throughout such year, as reasonably determined by

          (b)  All amounts that may become due from Tenant as a result of
Tenant's use, as determined by landlord, of more than its current use on a
square footage basis, or otherwise more a reasonable amount of the items
referred to in Section 5 (a); and

          (c)  All amounts that may become due from Tenant pursuant to any
provision of this Lease, whether as a result of Tenant's failure to perform by
an covenant on its part contained in this Lease or otherwise.

     7.   COVENANTS OF TENANT: Tenant will:

          (a)  Pay to Landlord all amounts due as Rent and Additional Rent;

          (b)  Keep the Leased Space in good order and repair, reasonable wear
and tear excepted;

          (c)  Surrender the Leased Space at the end of the term of this Lease
in the same condition in which Tenant has agreed to keep it during the term

          (d)  Be responsible for the cost of maintenance of all plumbing and
other fixtures, equipment and systems over and above Building Standard in the
Leased Space, whether installed by Landlord or by Tenant, except for Building
lavatories, heating and air conditioning equipment installed by Landlord in
meeting Landlord's obligations as specified in Article 5 (a) herein, which will
be maintained by Landlord;

          (e)  Be responsible (except to the extent provided in Section 11) for
repairs and replacements to the interior of the Leased Space made necessary by
reason of damage thereto caused by Tenant or its agents, servants, invitees or

          (f)  Comply with all laws and enactments and regulations of any
governmental authority relating or applicable to Tenant's occupancy of the
Leased Space, and hold Landlord harmless from all consequences for failure to do


          (g)  After Tenant actually becomes aware of it, promptly notify
Landlord of any damage to or defects in the Leased Space, and of any injuries to
persons or property that occur therein;

          (h)  Pay for any alterations, improvements or additions to the Leased
Space, other than those referred to in Section 4, made by or for Tenant, and not
allow any lien to attach to the Building or Tenant's estate in the Leased Space;

          (i)  Provided they are uniformly and consistently applied to all
Tenants of the buildings, comply with the rules and regulations hereinafter
contained and with all reasonable changes in and additions to them notice of
which is given by Landlord to Tenant (such rules and regulations are and all
such changes and additions will be part of this Lease);

          (j)  Comply with all reasonable requirements and recommendations of
Landlord's and Tenant's respective insurance carriers relating to layout, use
and maintenance of the Leased Space; and

          (k)  Certify, without charge, at any time and from time to time
hereafter, within ten (10) days after request by Landlord or any Mortgagee, by a
written instrument duly executed and acknowledged: (a) ratifying this Lease; (b)
confirming the commencement and expiration dates of the term of this Lease; (c)
certifying that Tenant is in occupancy of the Leased Space, and that this Lease
is in full force and effect and has not been modified, assigned, supplemented or
amended except by such writings as shall be stated; (d) certifying that to
Tenant's knowledge, all conditions and agreements under this Lease to be
satisfied or performed by landlord have been satisfied and performed except as
shall be stated; (e) certifying that to Tenant's knowledge Landlord is not in
default under this Lease and there are no defenses or offsets against the
enforcement of this Lease by landlord, or stating the defaults and/or defenses
claimed by Tenant; (f) reciting the amount of advance Rent, if any, paid by
Tenant and the date to which such Rent has been paid; (g) reciting the amount of
security deposited with Landlord, if any; and (h) any other information which
Landlord or the mortgagee shall reasonably require.

     8.   NEGATIVE COVENANTS OF TENANT: Tenant will not:

          (a)  Damage the Leased Space or any other part of the Building, or use
any part of the Building not designated for use by Tenant except as such right
is given in a writing other than this Lease;

          (b)  Bring into or permit to be kept in the Leased Space any
dangerous, explosive or obnoxious substances;

          (c)  Have property of substantial size or quantity delivered to or
removed from the Leased Space without first making arrangements reasonably
satisfactory to Landlord;

          (d)  Bring into the Leased Space or use any furniture or equipment
that might be harmful thereto or harmful or annoying to others in the Building;


          (e)  Conduct itself or permit its agents, servants, employees or
invitees to conduct themselves in a manner that in Landlord's judgement
reasonably exercised is improper or unsafe;

          (f)  Manufacture any commodity, prepare or dispense any foods or
beverages, other than catered foods or beverages, in the Leased Space;


          Without the prior written consent of Landlord, whose consent will not
be unreasonably withheld or delayed, Tenant will not:

          (a)  Make any use of the Leased Space other than that described in
Section 1;

          (b)  Voluntarily or involuntarily assign, mortgage or pledge this
Lease or the estate created by this Lease or sublet or otherwise permit use or
occupancy by anyone other than Tenant of all or any part of the Leased Space,
including any change in the control of Tenant by transfer of any partnership
interest, if a partnership, or of a majority of shares, if a corporation;

          (c)  Alter, improve or add to the Leased Space (all alterations,
improvements, additions and fixtures will belong to Landlord and remain in the
Leased Space at the end of this Lease except that if Landlord asks that any of
them be removed, Tenant, prior to termination of this Lease, will do so and will
restore or repair any damage to the Leased Space caused by such installation or
removal, all at Tenant's expense);

          (d)  Do anything that would result in the cancellation, suspension or
increase in the premium of any fire or other insurance policy carried by

          (e)  Remove any of Tenant's property from the Leased Space other than
in the ordinary course of Tenant's business conducted in the Leased Space; or

          (f)  Bring any property subject to a security interest into the Leased
Space without the written consent of Landlord, subject to the waiver attached to
this Lease as Exhibit "D".

          (g)  Notwithstanding paragraph (b), Tenant is permitted to operate a
business incubator within the Leased Space, and to sublet all or any part of the
Leased Space to any entity in which Safeguard Scientifics, Inc. or its
associated venture capital funds have an investment. Tenant will give Landlord
written notice of any such sublet.

     10.  ADDITIONAL RIGHTS OF LANDLORD: Landlord may at reasonable times
inspect the Leased Space, show it to prospective tenants during the last year of
the original or any extended term, and alter, improve, repair or add to it to
the extent that Landlord determines to be necessary for the protection and
maintenance of the Leased Space or other parts of the


Building and shall have access to the Leased Space for all such purposes and to
exercise any other rights or obligations hereunder.

     11.  LOSS, DAMAGE OR INJURY: Tenant will be responsible for and hereby
relieves Landlord from and indemnifies Landlord against all liability by reason
of any injury, damage or loss to any person or property that occurs in the
Leased Space, or in any other part of the Building caused by the Tenant, it's
agents or employees, except for injury, damage or loss which results from the
negligence of Landlord, its agents or employees. Tenant further releases
Landlord from all liability for damage to or loss of any property of Tenant or
any third party that may result from the leakage of water into the Leased Space,
or from any other cause unless and except to the extent resulting from the
negligence of Landlord, its agents or employees. Tenant will maintain in force,
and at Landlord's request will produce evidence of general public liability
insurance with limits that in Landlord's judgment reasonably exercised
constitute adequate protection in light of Tenant's particular circumstances and
then existing practices with respect to such insurance carried by tenants
occupying office space in similar buildings in the Suburban Philadelphia area.

          Notwithstanding any other provision herein, Landlord and Tenant hereby
release each other, to the extent of the releasing party's insurance coverage,
from liability for loss or damage to the property of the party granting such
release, even if the loss or damage occurred through the negligence of such
other party or its agents, servants, invitees or employees, provided that this
release shall be effective only with respect to loss or damage occurring during
such time as the relevant insurance policy of the party granting such release
contains a clause to the effect that this release does not affect such policy or
the right of the insured to recover thereunder. Each party will use its best
efforts to cause its policies of insurance to contain such a clause, but if an
additional premium is charged for such waiver, the party benefiting therefrom,
if it desires to have the waiver, will pay to the other the amount of such
additional premium promptly upon being billed therefor.

     12.  RESTORATION OF DAMAGE: If the Leased Space is damaged by fire or other

          (a)  Landlord will restore the Leased Space (but not Tenant's property
located therein) with reasonable promptness at Landlord's expense, except that
Tenant may be liable for restoration costs under Section 6 (e) unless:

          (b)  The damage to the Building is so extensive that Landlord, in its
sole discretion, determines not to restore it, or Landlord decides not to
restore because the costs of restoration exceed the amount of insurance proceeds
recovered by Landlord and not otherwise required to be applied by Landlord's
mortgagee, in either of which events Landlord will so notify Tenant within sixty
(60) days after the occurrence of such casualty and upon such notice this Lease
will terminate; or

          (c)  If Landlord estimates that restoration will take more than One
Hundred Fifty (150) days from the date of occurrence of damage, or if
restoration does in fact take more


than One Hundred Fifty (150) days, Tenant may, by written notice to Landlord,
terminate this Lease.

          Landlord will not be liable to Tenant for any interruption in use of
the Leased Space that results from damage to any part of the Building, but Rent
and Additional Rent will be proportionately suspended during any period of time
when any substantial part (or all) of the Leased Space is untenantable.

     13.  CONDITION OF LEASED SPACE: Landlord leases the Leased Space in its
condition when the term of this Lease begins and without any representation with
respect to it or any duty to repair or alter it, except that Landlord represents
that the major mechanical and structural systems are in good repair and working
order upon occupancy.

     14.  DEFAULT BY TENANT: If Tenant does one or more of the following:

          (a)  Fails to pay within five (5) days when due all amounts due

          (b)  Takes any action prohibited hereunder, or takes any action
requiring prior written notice by Tenant without giving Landlord such notice;

          (c)  Fails to perform any of its other obligations hereunder within
thirty (30) days after written notice of any such failure has been given by
Landlord or such longer period as may be required by Tenant to cure the same,
provided Tenant proceeds with due diligence and good faith, or;

          (d)  Becomes insolvent, makes an assignment for the benefit of
creditors, files or has filed against it which is not removed by Tenant within
ninety (90) days after filing a petition in bankruptcy, bill in equity, or other
proceeding for the appointment of a receiver or trustee for its property, or if
proceedings for reorganization or composition with creditors under any law is
instituted by or against Tenant;

          Then Landlord will have the right to do once or more often any one or
more of the following:

          (a)  Declare due and payable and sue to recover all unpaid Rent and
Additional Rent and all Rent for the unexpired term of this Lease and all costs,
commissions, and damage provided or permitted by law;

          (b)  Declare this Lease ended;

          (c)  By any means, enter and dispossess Tenant of the Leased Space,
and remove, distrain upon and/or sell any property in it, subject to any prior
liens pursuant to the attached Exhibit "D";


          (d)  Lease all or any part of the Leased Space to any other person
with or without first altering the same;

          (e) Enter an amicable action and judgment in ejectment against
Tenant, using this Lease or a copy as authority and causing a writ of possession
to be issued. Tenant hereby empowers any attorney of any court of record to
appear for it one or more times and to take on its behalf any or all of the
actions described in subsections (e) and (f) of this Section 14 including the
entry of judgment by confession, agreement or otherwise;

          (f)  All of the remedies hereinbefore given to Landlord and all rights
and remedies given to it by law and equity shall be cumulative and concurrent.
No determination of this Lease or the taking or recovering of the Leased Space
shall deprive Landlord of any of its remedies or action against Tenant for Rent
or Additional Rent due at the time or which, under the terms hereof, would in
the future become due as if there has been no determination, or for sums due at
the time or which, under the terms hereof, would in the future become due as if
there has been no determination, nor shall the bringing of any action for Rent
or Additional Rent or breach of covenant, or the resort to any other remedy
herein provided for the recovery of Rent or Additional Rent be construed as a
waiver of the right to obtain possession of the Leased Space. In any action
commenced by Landlord in exercise of any remedies provided hereunder Landlord
shall be entitled to recover its actual attorneys fees expended in such action
or such specific attorneys commission as is otherwise specified herein.

     15.  CONDEMNATION: If any part of the Leased Space shall be taken or
condemned for a public or quasi-public use, and a part thereof remains which is
susceptible of occupation hereunder, this Lease shall, as to the part so taken,
terminate as of the date title shall vest in the condemnor, and the Rent and
Additional Rent payable hereunder shall be adjusted so that Tenant shall be
required to pay for the remainder of the Lease term only such portion os such
Rent and Additional Rent as the number of square feet in the part remaining
after the condemnation bears to the number of square feet in the entire Leased
Space at the date of condemnation; but in such event Landlord shall have the
option to terminate this Lease as of the date when title to the part so
condemned vests in the condemnor. If all the Leased Space of such part thereof,
be taken or condemned so that there does not remain a portion susceptible for
occupation hereunder, this Lease shall thereupon terminate. If a part or all of
the Leased Space be taken or condemned, all compensation awarded upon such
condemnation or taking shall go to the Landlord and Tenant shall have no claim
thereto, and Tenant hereby expressly waives, relinquishes and releases to
Landlord any claim for damages or other compensation to which Tenant might
otherwise be entitled because of any such taking or limitation of the leasehold
estate hereby created and irrevocable assigns and transfers to the Landlord any
right to compensation or damages to which Tenant may be entitled by reason of
the condemnation of all or a part of the Leased Space or the leasehold estate.

     16.  SUBORDINATION: This Lease shall be subject and subordinate at all
times to all ground and underlying leases which now exist or may hereafter be
executed affecting the Building or the land upon which the Building is situated
or both, and to the lien of any mortgages


in any amount or amounts whatsoever now or hereafter placed on or against the
land and Building or either thereof, or on Landlord's interest or estate
therein, or portion thereof, or on or against any ground or underlying lease,
without the necessity of the execution and delivery of any further instruments
on the part of Tenant to effectuate such subordination; provided, however, that
so long as Tenant is not in default, the terms of this Lease shall not be
affected by termination proceedings in respect to such ground or underlying
lease or foreclosure or other proceedings under such mortgages, Tenant hereby
agreeing, at the written request of Landlord under such ground or underlying
lease or mortgage or purchaser of the mortgaged premises in such foreclosure or
other proceedings, to attorn to such landlord or to such mortgagee or purchaser
or, at such landlord's, mortgagee's or purchaser's option, to enter into a new
lease for the balance of the Lease term upon the same terms and provisions as
are contained in this Lease. Notwithstanding and foregoing, Tenant shall execute
and deliver upon demand, such further instrument or instruments evidencing such
subordination of this Lease to the lien of any such mortgage or mortgages as may
be required by Landlord.

     17.  EXTENSION OF TERM; WAIVER: This Lease will end at the conclusion of
the term stated in Section 1 unless it is continued by written agreement of both
parties, or in the manner provided in the following subsections (a), (b) and

          (a)  Either party may, at least ninety (90) days before the end of
such term notify the other that it wishes to renew this Lease for an additional
period of time stated in such notice (the "Renewal Term"), and such a notice
from Landlord of its intent to renew may specify new terms and conditions for
the Renewal Term.

          (b)  If Landlord has given a timely notice of intention to renew
pursuant to subsection (a), then Tenant shall have the period of forty-five (45)
days within which to notify Landlord that it elects to continue this Lease for
the Renewal Term, but absent such timely responsive notice from Tenant to
Landlord, this Lease will not be continued and will terminate.

          (c)  If, pursuant to subsection (a) Tenant has provided a notice to
Landlord of its intent to continue this Lease for a Renewal Term, then Landlord
shall have forty-five (45) days from the date of Tenant's notice in which to
notify Tenant, in writing, either that Landlord elects not to continue this
Lease or the Renewal Term, or, that this Lease shall be renewed but upon such
new terms and conditions as may be specified in such notice from Landlord. In
the absence of such responsive notice from Landlord, this Lease will be
continued for the Renewal Term upon the original terms and conditions stated
herein. If Landlord has given a timely responsive notice containing modified
terms and conditions, then Tenant shall have a period of fifteen (15) days from
the date of landlord's notice within which to notify Landlord that it elects not
to renew on the modified terms, but absent any such timely notice of non-renewal
by Tenant, this Lease will be continued as provided in Exhibit "E".

          Tenant waives, to the extent permissible under law, all rights to
receive any notice to quit the Leased Space at termination of this Lease,
whether on conclusion of the original term or any renewal thereof or on earlier
termination following a default by Tenant.


          18.  NOTICES: All notices hereunder to be effective must be in writing
and delivered at or sent registered or certified mail to Landlord at its
principal office, Lieberman, Inc. Agent for Bebob Associates, Suite 100, 485
Devon Park Drive, Wayne, PA 19087 and to Tenant at the address stated after its
name above, with a copy to General Counsel, Safeguard Scientifics, Inc. at 800
The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087 or at such other
address as either party may hereafter give the other for such purpose. Notices
will be deemed to have been given when so delivered or mailed.

          19.  DELAYS IN EXERCISING RIGHTS: No delay or omission by Landlord or
Tenant in exercising any right upon any default by the other will impair any
such right or be construed as a waiver of any such default or an acquiescence in
it. No waiver of any default will affect any later default or impair any partial
or full exercise of any right by Landlord or Tenant will preclude other or
further exercise thereof.

          20.  PARTIES BOUND, ETC.: This Lease will bind and inure to the
benefit of (a) Landlord, its successors and assigns, and (b) Tenant and such of
its successors and assigns as are approved by Landlord pursuant to Section 7


               (a)  Tenant shall not use in any way, or permit or suffer the use
of the Leased Space or any part thereof, to either directly or indirectly
prepare, produce, generate, manufacture, refine, treat, transport, store,
maintain, handle, dispose of, transfer or process any Hazardous Substance as
defined herein, unless (i) it has received the prior written consent of
Landlord, which may be withheld only for good reason, or (ii) used for cleaning
or is kept in quantities and concentrations permitted by law. Such written
consent, if granted by Landlord, shall be a modification of this Lease. Tenant
agrees to reimburse Landlord for Landlord's actual, reasonable attorneys fees
and/or environmental consulting fees and costs incurred in reviewing,
negotiating and drafting any modification to this Lease as provided by this
paragraph. Any substance which Landlord permits Tenant to treat, store, transfer
or dispose of must be done in strict compliance with any and all federal, state,
county or municipal statutes or laws now or at any time hereafter in effect,
including but not limited to, The Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 1801 et seq.), The Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), The Federal
Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act
(42 U.S.C. Section 7401 et seq.), The Toxic Substances Control Act, as amended
(15 U.S.C. Section 2601 et seq.), and The Occupational Safety and Health Act (29
U.S.C. Section 651 et seq.), as these laws have been amended or supplemented.

If any Hazardous Substance is used, stored, generated or disposed of on, in or
about the Leased Space by Tenant, except pursuant to Landlord's written consent,
or if any part of the Leased Space becomes contaminated in any manner for which
Tenant is legally liable, then Tenant shall indemnify and hold Landlord harmless
from any and all claims, damages, fines, judgements, penalties, costs,
liabilities and/or losses (including, without limitation, a decrease in value of
the Leased Space, damages caused by loss or restriction of rentable or useable
space, damages


caused by adverse impact on marketing of space, and any and all sums paid for
settlement of claims, reasonable attorneys fees and expert fees) arising during
or after the Lease Term and arising in connection with such Hazardous Substance
or contamination. This indemnification includes, without limitation, any and all
costs incurred because of any investigation of the site or any cleanup, removal
or restoration mandated or conducted by or on behalf of any federal, state or
local agency or political subdivision. Without limitation of the foregoing, it
Tenant causes or permits the presence of any Hazardous Substance in the Leased
Space and that results in contamination, Tenant shall promptly, at its sole
expense, take any and all necessary or appropriate actions to return the Leased
Space to the condition existing prior to the presence of any such Hazardous
Substance. Tenant shall first obtain Landlord's written approval for any such
remedial action.

          (b)  "Hazardous Substance" means any pollutant, contaminant, toxic or
hazardous waste, dangerous substance, potentially dangerous substance, noxious
substance, toxic substance, flammable, explosive, radioactive material,
asbestos, PCBS or any other substances the removal of which is required, or the
manufacture, preparation, production, generation, use, maintenance, treatment,
storage, transfer, handling or ownership of which is restricted, prohibited,
regulated or penalized by any and all federal, state, county or municipal
statutes or laws now or at any time hereafter in effect, including but not
limited to, The Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. Section 9601 et seq.), The Hazardous Liability Act (42 U.S.C.
Section 9601 et seq.), The Hazardous Materials Transportation Act (49 U.S.C.
Section 1801 et seq.), The Resource Conservation and Recovery Act (42 U.S.C.
Section 6901 et seq.), The Federal Water Pollution Control Act (33 U.S.C.
Section 1251 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), The
Toxic Substances Control Act, as amended (15 U.S.C. Section 2601 et seq.), and
The Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.), as these
laws have been amended or supplemented.

          (c)  Landlord represents and warrants to Tenant that, to the best of
Landlord's knowledge, information and belief, as of the date of execution of
this Lease and date of occupancy, the following:

               (i)  The Building and the Leased Space are in compliance with
          applicable federal, state and local laws, regulations or ordinances
          regarding Hazardous Substances and other forms or pollution, as
          defined in federal, state, or local laws;

               (ii) There are no current, threatened or pending claims,
          administrative proceedings, judgements, declarations or orders
          relating to the presence of Hazardous Substances or other forms of
          pollution on, in or under the Building and/or Leased Space;

               (iii) No Hazardous Substances nor other forms of pollution have
          been released, introduced, spilled, dumped, buried, discharged or
          disposed of on, in or under the property, nor are any such materials
          presently in storage in or on the Building and/or Leased Space.


     22.  MISCELLANEOUS: "Landlord" means the Landlord named herein irrespective
of the pronoun used with respect to the term, and all persons acting for it.
"Tenant" means all names which appear before the term at the beginning hereof,
irrespective of the pronoun used with respect to the term. This Lease contains
the entire agreement of Landlord and Tenant except for any changes and additions
to rules and regulations pursuant to Section 7 (i), and is subject to change
only by a writing referring to this Lease and executed by both parties.

     23.  RIGHT OF FIRST REFUSAL: In the event other space in the building is
vacated or otherwise leasable during the initial lease term, Landlord shall
notify Tenant and Tenant shall have fifteen (15) days to elect to add such space
to the Leased Space, effective forty-five (45) days after its election, or upon
its occupancy of the space, if sooner; and such additional space shall be leased
under the term and provisions of this Lease, with rent at fair market value for
the remaining terms of the base Lease.

          IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord
and Tenant, each by their duly authorized officers or representatives, have
executed this Agreement on the day and year first above written.

TENANT:                                      LANDLORD

BY : /s/ Henry N. Nassau                    BY:  /s/ Gerry Wilk
    ---------------------------------           -------------------------------
              Henry N. Nassau                           Gerry Wilk

ATTEST:                                      ATTEST:
       ------------------------------               ---------------------------

Lieberman, Inc. hereby executes this Lease as Agent for Landlord. All rental
payments shall be paid to Landlord's Agent at 485 Devon Park Drive, Suite 100,
Wayne, Pennsylvania 19087 or at such other address as Landlord may direct.

                                             LIEBERMAN, INC.





                        OF LEASED SPACE UNDER THIS LEASE

         (Constituting a part of this Lease as stated in Section 7(i) )

1.       The Building entries or sidewalks shall not be obstructed by any of the
         tenants, or used by them for any other purpose than for ingress and
         egress from and to their respective offices. The Building entries and
         roof are not for the use of the general public, and Landlord shall in
         all cases retain the right to control and prevent access thereto of all
         persons whose presence in the judgement of Landlord, its agents or
         employees, shall be prejudicial to the safety, character, reputation,
         and interests of the Building and its tenants.

2.       The floors, windows, doors and transoms that reflect or admit light in
         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,
         and other water apparatus shall not be used for any purpose other than
         those for which they were constructed, and no sweepings, rubbish, rags,
         ashes, chemicals, or the refuse from electric batteries, or other
         injurious substances, shall be thrown therein. Any damage resulting
         from such misuse or abuse shall be borne and immediately paid by the
         tenant by whom or by whose employees it shall have been caused.

3.       Nothings shall be placed by the tenants, or their employees, on the
         outside of the Building or on the windows, window sills or projections.

4.       Landlord, at Landlord's cost and expense, will place a building
         standard plaque bearing Tenant's name or logo on the door leading to
         the Leased Space. No sign, advertisement, or notice shall be inscribed,
         painted, or affixed on any part of the outside or inside of said
         Building, unless first designated by Landlord and endorsed hereon.

5.       No additional locks shall be placed upon any doors of the leased spaces
         and tenants shall not permit any duplicate keys to be made, but if more
         than two keys for any door or lock shall be desired, the additional
         number must be paid for by the tenant. Each tenant must, upon the
         termination of its lease, leave the windows and doors in the leased
         space in like condition as of the date of said lease, and must then
         surrender all keys of the leased space.

6.       No tenant shall do or permit anything to be done in said leased space,
         or bring or keep anything therein, which will in any way increase the
         rate of fire insurance on said Building, or on property kept therein,
         or obstruct or interfere with the rights of other tenants, or in any
         other way injure or annoy them, or conflict with the laws relating to
         fires, or with the regulations of the Fire Department or with any
         insurance policy upon said leased space.


7.       In order that the leased space may be kept in good state of
         preservation and cleanliness, each tenant shall, during the continuance
         of its lease, permit Landlord's employees to take charge of and clean
         said leased space.

8.       No tenant shall employ any person or persons, other than Landlord's
         employees for the purpose of such cleaning, or taking charge of said
         leased space. Tenants will see each day that the doors are securely
         locked before leaving the Building.

9.       Landlord, its agents or employees shall have the right to enter any
         leased space at any time to examine the same, or to run communications
         or other electric wires, or to make such repairs, additions and
         alterations as it shall deem necessary for the safety, improvements,
         preservation, and restoration of said Building, or for the safety or
         convenience of the occupants thereof.

10.      Tenants, their employees or others shall not make or commit any
         improper noises or disturbances of any kind in the Building, or mark or
         defile the water-closets, or toilet-rooms, or the walls, windows,
         doors, or any other tenants or those having business with them. Tenants
         shall be liable for any damage to the Building done by their employees.

11.      No carpet, rug, or other article shall be hung or shaken out of any
         doors, and nothing shall be thrown or allowed to drop by the tenants,
         their clerks, or employees out, of the doors, and no tenant shall sweep
         or throw, or permit to be swept or thrown from the leased space, any
         dirt or other substances into the Building entries or upon any
         adjoining building or roof.

12.      No animals or birds shall be kept in or about the leased space or
         permitted therein.

13.      If a tenant desires to introduce signalling, 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
         directions no placing, boring or cutting will be permitted. Landlord
         shall in all cases retain 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 to
         require the hanging of wires and of their placing and arrangement as
         Landlord may deem necessary, 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 and in the event of
         noncompliance with the requirements and rules Landlord may establish
         relating thereto and in the event of noncompliance with the
         requirements and rules Landlord shall have the right to immediately
         cut and prevent the use of such wires. 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.

14.       Tenants shall not use nor keep nor permit to be used or kept in the
          Building any articles having an offensive odor, nor any explosives,
          kerosene, gasoline, benzine, camphere, burning fluid or other
          illuminating material.

15.       No tenant and no employees of any tenant shall go upon the roofs of
          said Building, or any adjoining building, without the written consent
          of Landlord or of the agent of Landlord.

16.       No furniture, packages or merchandise will be received in the
          Building, except between such hours as shall be designated by
          Landlord. Landlord in all cases shall prescribe the method and manner
          in which any merchandise, heavy furniture or safes shall be brought in
          or taken out of the Building, and also the hours at which such moving
          shall be done. Landlord shall in all cases retain the right to
          prescribe the weight and proper position of such heavy furniture and
          safes and all damages done to the Building by taking in or out of such
          merchandise, heavy furniture or safes or any damage done to the
          Building while said property shall be therein, shall be made good and
          paid for by the tenant by, through or under whom the said damage may
          have been done.

17.       No article shall be fastened to or holes drilled or nails or screws
          driven into walls or partitions, nor shall the walls or partitions be
          painted, papered or otherwise covered or in any way marked or broken,
          nor shall any attachment be made to the electric lighting wires of the
          Building for storing of electricity, or for the running of electric
          fans or motors or other purposes nor will machinery of any kind by
          allowed to be operated in the leased space, nor shall any tenant use
          any other method of heating than that provided by Landlord, without
          the written consent of Landlord. Tenants desiring to put in telephones
          or call boxes will notify Landlord, who will designate where the same
          shall be placed. No mechanics shall be allowed in or about the
          Building other than those employed by the Building Management without
          the written consent of Landlord first having been obtained.

18.       Tenants shall be so requested to give no fees to the employees of the
          Building. Tenants are also requested to give immediate notice to the
          office of any canvassers, newsboys, peddlers or beggars plying their
          trade in the Building with view to the prevention of same.

19.       Landlord reserves the right to rescind any of these rules and to make
          such other and further rules and regulations as in Landlord's
          judgment, may from time to time be needful for the safety, care,
          maintenance, operation and cleanliness of the Building, and for the
          preservation of good order therein, which when so made, and notice
          thereof given to tenants, shall have the same force and effect as if
          originally made a part of the foregoing lease.

20.       The use of rooms as drinking, eating and sleeping apartment is


21.       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 Landlord.


                                    EXHIBIT A


                                    EXHIBIT C

               To Lease Dated _____________________________________________

               Tenant shall pay as Additional Rent its proportionate share of
any increase in Operating Expenses incurred by Landlord during the term of this
Lease in operating the land and buildings in Safeguard Corporate Campus ("the
Land and Buildings") of which the Leased Space is a part.

               The amount of Additional Rent, if any, due hereunder shall be
determined in the following manner:

               During each calendar year thereof (pro-rated for any period less
than one year), Tenant shall pay to Landlord as Additional Rent, promptly upon
being billed therefor, a sum equal to (1) the excess of the Operating Expense
for such calendar year over $223,300.00 (or 40,600 square feet multiplied by
$5.50 per square foot) multiplied by (2) that percentage which is derived by
dividing the number of square feet leased by Tenant (15,000) by the total amount
of square feet of rentable space (40,600) within that phase of Safeguard
Corporate Campus of which the Leased Space is a part. That percentage is (36.9).
"Operating Expenses" as used herein means expenses, costs and charges incurred
for the operation, maintenance, repair, capital investments and improvements of
the Land and Buildings; modification of the Land and Buildings as and when
required to bring the same into compliance with any local, state or federal
rule, regulation or law, whether presently in effect or enacted in the future,
within that phase of Safeguard Corporate Campus of which the Leased Space is a
part, and shall include, but not be limited to:

               (a)  wages and salaries, and taxes imposed upon employers with
                    respect thereto (including social security, old age,
                    unemployment insurance, and disability insurance), fringe
                    benefits (including without limitation vacation, holiday and
                    other proper allowances);

               (b)  costs of utilities, services and supplies by whomever
                    performed or furnished;

               (c)  cost of electricity consumed by lighting fixtures and power
                    appliances and equipment used for lighting of common and
                    service areas and operation of equipment, services and
                    facilities supplied by Landlord;

               (d)  real estate taxes, assessments, and other governmental and
                    public assessments assessed upon the Land and Buildings, or
                    arising in connection with the use, occupancy or possession
                    thereof, or any interest therein, including but not limited
                    to real property taxes, municipal authority assessments, and
                    highway improvement assessments, if any.


               (e)  water rents and sewer rents;

               (f)  cost of all insurance. No charge for insurance shall be
                    included that reflects an increase in premiums due to an act
                    or omission of any of the tenants of the Buildings for which
                    Landlord is reimbursed by such tenants;

               (g)  accounting, bookkeeping, legal and management fees.

               All expenses to be taken into account pursuant to this Section
shall be "net" only and for such purpose shall be deemed reduced by the amounts
of any insurance or other reimbursement, recoupment, payment discount, credit
reduction or allowance received by Landlord in connection with such expenses.

               On account of the Additional Rent payable, Tenant shall pay to
Landlord on the first day of each month during the term hereof in advance
one-twelfth (1/12) of the amount Landlord estimates will be due hereunder for
the current year. After the end of such year, Landlord shall render a bill to
Tenant for the actual amount of the Additional Rent, and, within twenty (20)
days thereafter, Tenant will pay any additional amount shown to be due by said
statement, or Landlord will credit any overpayment by Tenant against payments
thereafter to become due by Tenant pursuant to this Section and the other terms
of this Lease.

               All sums payable hereunder by Tenant, or which are at the expense
of Tenant, are deemed and considered to be Rent, and, if not paid, Landlord
shall have with respect thereto all the rights and remedies provided for herein
and by law for the nonpayment of Rent.

               Tenant's obligation to pay its proportionate share of any
increases in Operating Expenses for the calendar year in which this Lease
terminates shall survive termination of this Lease.


                                   EXHIBIT "E"

                  Tenant, provided is not in default hereunder, shall have the
option to renew this Lease upon the same terms and conditions, except for the
rent as hereinafter set forth, for an additional term of five (5) years,
commencing the first day of the month next following the last day of the
original term hereof, upon giving one hundred twenty (120) days prior written
notice hereof to Landlord.

                  The annual base rental payable by Tenant during the renewal
term as aforesaid shall be increased to the prevailing market rental rate
existing one hundred twenty (120) days prior to the end of the initial term as
determined by Tenant and Landlord.

                  Wherever in this Lease Agreement the term "term of the Lease",
or words of similar import are used, they shall mean the initial term and any
renewal term which has become effective.


                                LANDLORD'S WAIVER

                  For value receive, and intending to be legally bound, the
Undersigned, owner of the entire fee of certain premises situated at 435 Devon
Park Drive, Suite 600, Wayne, PA 19087 (the "Premises") now under lease to
______________________________ ("Borrower"), pursuant to the terms of that
certain lease dated ______________ (the "Lease"), does hereby agree to
subordinate in favor of ___________________________ (hereinafter referred to as
"Bank"), its successors and assigns, all right, title and interest which
Undersigned may have in and to the personal property of the Borrower located
within the Premises (the "Personal Property") in which Bank now or hereafter has
a security interest pursuant to a Loan and Security Agreement or other documents
between Borrower and Bank, and pursuant to any modification, extension or
amendment involving the indebtedness owed by Borrower to Bank and secured by
such personal property.

                  Undersigned consents to the location of the personal property
of the Premises and hereby authorizes and empowers Bank, its lawful attorneys,
agents and employees, to enter upon the Premises and remove the personal
Property at any time. Undersigned agrees that notwithstanding any terms of the
Lease or of any amendments, modifications, extensions or renewals thereof, or
any contrary intent that may be expresses by the Borrower, or that may otherwise
be implied by law, the Personal Property is not and shall not be deemed to be
part of the real estate but shall at all times be considered personalty unless
permanently affixed to the real estate. Undersigned further agrees that the
Personal Property shall not be subject to levy and sale on distress for
nonpayment of any rent now due or which may hereafter become due Undersigned,
and hereby releases all right, title and interest which Undersigned may have in
and to said personal property.

                  The Undersigned represents and warrants, which representation
and warranty is being relied upon by Bank in making certain loans to Borrower,
that the Undersigned is authorized to make and deliver this Subordination and
further, to the best of Undersigned's knowledge Borrower is not in default under
the Lease and that the Lease is in full force and effect.

                  This instrument shall bind Undersigned's personal
representatives, successors and assigns, and shall inure to the benefit of Bank,
its successors and assigns.

Witness the due execution this ______ day of _________________, 2000.