AGREEMENT OF LEASE

AGREEMENT OF LEASE

BY AND BETWEEN:

826 NEWTOWN ASSOCIATES, L.P.

as “Landlord”

AND

BIO-IMAGING TECHNOLOGIES, INC.

as “Tenant”

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

RIDERS TO AGREEMENT OF LEASE

FLOOR PLAN RIDER

ANNUAL RENT RIDER

RULES AND REGULATIONS RIDER

EXTENSION OPTIONS RIDER

AGREEMENT OF LEASE

     FOR AND IN CONSIDERATION of the mutual covenants herein contained, as of December 1, 2008, the parties hereto do hereby agree as follows:

     1.  Incorporated Terms . The following terms are incorporated by reference into this Agreement:

     2.  Description of Premises . (a) Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises described in Section 1(c). Nothing contained herein shall give Tenant the right to use any storage space in the Buildings except for the storage space currently leased by Landlord to Tenant pursuant to that certain Amendment to Office Space Lease between Landlord and Tenant dated September 27, 2000 (the “Storage Space Agreement”). The terms and provisions of the Storage Space Agreement shall remain in full force and effect for and during the Term of this Lease except that the rent for the storage space shall increase to $9.00 per rentable square foot of such storage space (ie., $5,850.00 per annum/$487.50 per month) for and during the sixth (6 ^th ) lease year through and including the tenth (10 ^th ) lease year hereof. The rent for the storage space shall remain $7.50 per rentable square foot of such storage space (ie., $4,875.00 per

annum/$406.25 per month) for and during the first (1 ^st ) lease year through and including the fifth (5 ^th ) lease year hereof. In the event that Tenant validly exercises its option(s) to extend the Term of this Lease, the rent for such storage space for the Extension Term(s) (as defined in the Extension Options Rider attached hereto) shall be equal to the “Fair Market Rental Value” of such storage space for and during each Extension Term determined as set forth in said Extension Options Rider.

          (b) The parties acknowledge that there are multiple methods of computing rentable area and hereby agree for the purposes of this Lease that the rentable area of the Premises is the number of square feet set forth in Section 1(d), and the rentable area of the Buildings is the number of square feet set forth in Section 1(d).

          (c) Landlord shall have no obligation to do any work in and to the Premises or the Buildings to render them ready for Tenant’s occupancy. Tenant has inspected the Premises and agrees to take the Premises in “as is” condition, except as otherwise expressly provided herein.

          (d) During the Term, Tenant may perform, at Tenant’s sole cost and expense, certain work at the Premises (the “Refurbishment Work”). Such Refurbishment Work shall be performed in accordance with Section 14 of this Lease. Landlord shall contribute a sum of up to Two Hundred Ninety Three Thousand Four Hundred Five and 00/100 ($293,405.00) Dollars (or Five and 00/100 Dollars per rentable square foot of the Premises) to be applied to the cost of paint and carpet (the “Landlord’s Refurbishment Allowance”). If and to the extent that the total aggregate cost to perform the Refurbishment Work shall exceed the amount of Landlord’s Refurbishment Allowance, such excess amount shall be the sole responsibility of Tenant. Landlord shall pay Landlord’s Refurbishment Allowance to Tenant within thirty (30) days after the completion of the Refurbishment Work to Landlord’s reasonable satisfaction. Notwithstanding anything to the contrary contained herein, Landlord shall not be required to pay all or any portion of Landlord’s Refurbishment Allowance while there is a mechanic’s or other construction lien filed against the Property relating to any work being performed at the Premises by Tenant, and Landlord shall have the right to deduct from Landlord’s Refurbishment Allowance the actual costs incurred by it, including reasonable legal fees, in connection with the removal of any such mechanic’s or construction lien.

          (e) Landlord and Tenant are parties to a lease with respect to the Premises dated September, 1999, as subsequently amended by that certain Amendment to Office Space Lease dated September 27, 2000; First Modification of Office Space Lease dated January 11, 2002; the Letter Agreement dated June 5, 2002; the Second Modification of Office Space Lease dated January 11, 2003; the Third Modification of Office Space Lease dated March 11, 2004; and the Fourth Modification of Office Space Lease dated September, 2004 (collectively, the “Prior Lease”). Upon the Commencement Date of this Lease, the Prior Lease shall be automatically terminated and shall be void and of no further force or effect.

     3.  Term . (a) The term of this Lease (the “Term”) shall commence as of December 1, 2008 (the “Commencement Date”), and shall expire at 6:00 p.m. on the date which shall be ten (10) lease years after the Commencement Date (the “Expiration Date”).

          (b) The first lease year shall be the period commencing on the Commencement Date and ending or the last day of the twelfth (12 ^th ) full calendar month immediately following the

Commencement Date. Each succeeding twelve (12) calendar month period thereafter shall be a lease year.

     4.  Annual Rent; Additional Rent . (a) Tenant shall pay to Landlord at the address set forth in Section 1(a), or to such other person or at such other place as the Landlord may from time to time designate, without previous demand therefor and without counterclaim, deduction or set-off, the annual rent (“Annual Rent”) set forth on the Annual Rent Rider attached hereto. Annual Rent shall be payable in monthly installments as set forth on the Annual Rent Rider in advance on the first day of each month during the Term of the Lease. If the Commencement Date shall be other than the first day of a calendar month, Tenant shall pay Landlord on the Commencement Date the proportionate amount of Annual Rent for the balance of such month computed by dividing the monthly Annual Rent by thirty (30) and then multiplying the result by the number of days beginning with and including the Commencement Date and ending with and including the last day of the month in which the Commencement Date occurs.

          (b) All sums other than Annual Rent payable by Tenant under this Lease shall be deemed to be “Additional Rent” regardless of to whom such sums may be payable. Except as otherwise provided herein, Additional Rent shall be payable without counterclaim, deduction or set-off. In the event of Tenant’s failure to make timely payment of any item of Additional Rent after any applicable notice and cure period provided for herein, Landlord shall have available to it all rights and remedies provided by this Lease and by law as for non-payment of Annual Rent. The term “rent” in the Lease means Annual Rent and Additional Rent.

     5.  Operating Expenses . (a) Commencing on January 1, 2010 (the “Expense Rent Commencement Date”), Tenant shall pay as Additional Rent Tenant’s Share referred to in Section 1(h) of the Lease of the “expenses” (as hereinafter defined) of the Property for any calendar year which occurs wholly or partially during the Term of this Lease in excess of the expenses of the Property for the calendar year referred to in Section 1(i) of this Lease (the “Base Expense Year”) (such Additional Rent is hereinafter called the “Expense Rent”). Tenant’s Share reflects the ratio of the rentable area of the Premises to the rentable area of the Buildings and may be modified from time to time in the event of a change in the total rentable floor area of the Premises or the total rentable floor area of the Buildings; provided, however that the total rentable floor area of the Premises shall not be increased unless requested or agreed to by Tenant, and the rentable floor area of the Buildings shall not be decreased except in connection with a casualty or condemnation as set forth in Sections 21 and 22 hereinbelow. The term “expenses” shall mean any and all costs incurred by Landlord in connection with the ownership, operation, maintenance, care and repair of the Property, including, but not limited to, gardening and landscaping; snow removal; repairing, resurfacing or repaving the parking areas, roads or driveways on the Property; maintaining, repairing and replacing the roof and structural portions of the Property; maintaining, repairing and replacing the heating, ventilating and air conditioning system and other mechanical systems serving the Buildings; reasonable premiums for fire and other casualty insurance, rent insurance, liability insurance, workers compensation insurance and other insurance with respect to the Property; wages, medical insurance, pension payments and other fringe benefits of all employees servicing the Property consistent with practices in the locale of the Property; payroll taxes; labor and materials for repairs and replacements for the Buildings and its components and other improvements on the Property; trash removal; all common area cleaning; service contracts; electricity, gas, water, sewer and other utility charges and rents other than those directly metered or

submetered to the Premises; licenses and permits required for the ownership and operation of the Property; sales and use taxes payable in connection with tangible personal property and services purchased for the management, operation, maintenance, care and repair of the Property; fuel oil other than fuel oil directly metered or submetered to the Premises; painting; security; professional fees; administrative expenses; management fees (not to exceed 4% of the gross rent of the Property); and alterations and improvements made by reason of governmental requirements enacted after the date hereof.

     Anything in this Lease to the contrary notwithstanding, the term “expenses” shall not include any expenditure for any repair, replacement or improvement which is properly capitalized for federal income tax purposes, unless (i) said expenditure is made for the purpose of reducing energy or labor costs within the Building(s) or at the Property and in such instance only to the extent of the savings realized by the installation and operation of the improvement (the “Reduction In Costs CapEx”), or (ii) said expenditure is required under any governmental or quasi-governmental law, statute, ordinance, rule, order, requirement or regulation first enacted after the Commencement Date hereof (including an amendment to current law first enacted after the Commencement Date) (the “Compliance With Law CapEx”). Such capitalized expenses shall be amortized on a straight-line basis over the applicable recovery period as reasonably determined by Landlord for federal income tax purposes (using an interest rate of two percent (2%) above the prime rate as published from time to time in The Wall Street Journal), and Tenant shall reimburse Landlord only for the portion of such capitalized expenses which falls within the Term hereof. The foregoing notwithstanding, Tenant shall also pay Tenant’s Share, up to but not more than $10,000 per annum in the aggregate, of the annual amortization of other bona fide capital expense items expended by Landlord in the maintenance and upkeep of the Building(s) and/or the Property in accordance with prudent management practices (“Additional Permitted CapEx”), based upon the amortization of such capital expense items on a straight-line basis over the applicable recovery period as reasonably determined by Landlord for federal income tax purposes (using an interest rate of two percent (2%) above the prime rate as published from time to time in The Wall Street Journal), but Additional Permitted CapEx shall specifically exclude, any and all expenses relating to (i) the complete replacement of the roof of either Building, (ii) the complete or substantial replacement of the electrical system in either Building, (iii) the complete or substantial replacement of the plumbing system in either Building, (iv) the complete or substantial replacement of the parking areas, and/or (v) replacements of or improvements to the “Structural Elements” of either Building, all of which excluded expenses shall be the responsibility of Landlord. The term “Structural Elements” is defined to mean all footings, foundations, columns and building framing, exterior envelope systems and supports, roof support systems and decking, shear walls, balconies, floor joists/beams and supports, floor slabs, and load bearing walls and supports.

     Notwithstanding anything to the contrary contained herein, in the event that the Buildings are less than ninety five (95%) percent occupied during the Base Expense Year and/or any calendar year of the Term, the expenses of the Property for the Base Expense Year and/or such calendar year, as the case may be, shall be appropriately adjusted so that the expenses of the Property shall reflect such costs as would have been incurred if the Buildings were ninety five (95%) percent occupied during said year.

          (b) Notwithstanding any provision contained in this Lease to the contrary, the term “expenses” shall not include interest, points, fees or principal payments on mortgage debt or

ground rents incurred by Landlord as owner of the Property; capital expenses or improvements (except to the extent expressly permitted under Section 5(a), above), leasing commissions; accountants, consultants or attorneys fees, costs and disbursements and other expenses incurred in connection with leasing space (including any leasing office and concessions to such new tenants), lease negotiations or disputes with tenants, prospective tenants or third parties or associated with the enforcement of any leases or the defense of Landlord’s title to the Buildings or the Property; costs of construction of the Buildings and related facilities; costs of any items or services sold or provided to tenants (including Tenant) for which Landlord is to be reimbursed by such tenants (whether or not actually reimbursed) or which are not generally provided to all tenants of the Buildings; fees and higher interest charges caused by Landlord’s refinancing the Property; costs incurred due to a violation by Landlord or any tenant of the terms and conditions of any lease; overhead and profit increment paid to subsidiaries or affiliates of Landlord, or to any party as a result of a non competitive selection process, for management or other services on or to the Buildings or for supplies or other materials, to the extent that the costs of such services, supplies or materials exceed the costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a competitive basis; all items and services for which Tenant reimburses Landlord or pays third persons, or which Landlord provides selectively to one or more tenants or occupants of the Buildings (other than Tenant) without reimbursement (it being agreed that until Landlord and Tenant otherwise agree, Tenant shall provide janitorial services to the entire 826 Building and the remainder of the Premises at Tenant’s cost and expense and the cost of providing janitorial services to other tenants in the Buildings shall be excluded from Tenant’s Share of “expenses”); commissions, advertising, space planning, art and promotional expenditures; charitable and political contributions; financing costs and amortization of funds borrowed by Landlord, whether secured or unsecured; depreciation of the Buildings; completing, fixturing, improving, renovating, painting, redecorating or other work, which Landlord pays for or performs for other tenants within their premises, and costs of correcting defects in such work; salaries, wages, benefits and other compensation paid to officers and employees of Landlord who are not assigned in whole or in part to the operation, management, maintenance of repair of the Property; general organizational, administrative and overhead costs relating to creating or maintaining Landlord’s existence, either as a corporation, partnership, or other entity, including general corporate, legal and accounting expenses and all general corporate overhead and general administrative expenses not related to the operation of Buildings or the Property; costs incurred by Landlord due to the violation by Landlord, its employees, agents or contractors or any tenant of the terms and conditions of any lease of space in the Property or any law, order or regulation of governmental authority; costs incurred in the sale of the Buildings or Property; net income taxes of Landlord or the owner of any interest in the Property, real estate (except as provided in Section 6 below), ad valorem, franchise, transfer, capital stock, gift, estate or inheritance taxes or any federal, state or local documentary taxes imposed against the Property or any portion thereof or interest therein; any expenses otherwise includable within Operating Expenses to the extent actually reimbursed by persons other than tenants of the Property under leases for space in the Property; salaries and benefits and other compensation to executives, officers or partners of Landlord above the grade of building manager or to any other person above the grade of building manager; Landlord’s costs of electricity and other services sold or provided to tenants in the Building (including Tenant) for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rent or expenses payable under the lease with such tenant; costs incurred in connection with environmental clean-up, response action or

remediation on, in or under or about the Buildings or Property, except to the extent caused or contributed to by Tenant in which case Tenant shall be solely responsible for its share of the cost thereof; any increase in insurance premiums to the extent that such increase is caused or attributable to the use, occupancy or act of another tenant; the cost of consummating any ground lease; the cost of installing, operating and maintaining any commercial concessions operated by Landlord in the Buildings or of installing, operating and maintaining any specialty services such as a Building cafeteria or dining facility, or an athletic, luncheon or recreational club, or any theater or garage; the cost of providing any bookkeeping and accounting services customarily provided by a managing agent and the cost of which is included in management fees, except as otherwise provided in this Lease; expenses allocable directly and solely to the retail space in the Buildings, if any; the cost of Tenant’s Share of any deductible amount under Landlord’s insurance policies to the extent that Tenant’s Share exceeds deductibles which are customary for similar properties in the area of the Property; cost of any separate electrical meter Landlord may provide to any of the other tenants in the Buildings or Property; the cost of repairs or other work to the extent Landlord is actually reimbursed by insurance or condemnation proceeds; reserves for bad debts and rent loss reserves and reserves for future repairs and replacements; repair costs resulting from the negligence or willful misconduct of Landlord.

          (c) Commencing on the Expense Rent Commencement Date, Tenant shall pay its Expense Rent in monthly installments on the first day of each month on an estimated basis as determined by Landlord (which estimate shall not exceed the amount of the actual expenses for the prior year by ten (10%) percent). Landlord may adjust such estimate at any time and from time to time based upon Landlord’s experience and anticipation of costs. After the end of each calendar year during the Term, Landlord shall deliver to Tenant a statement (the “End of Year Expense Rent Statement”) setting forth the actual expenses of the Property for such calendar year, the amount paid by Tenant as Expense Rent on account thereof, Tenant’s Share of such expenses, and the amount due to or from Tenant. If Tenant has paid less than the actual amount due, Tenant shall pay the difference to Landlord within thirty (30) days after Landlord’s request therefor. Any amount paid by Tenant which exceeds the amount due shall be credited to the next succeeding payments due as Expense Rent hereunder, unless the Term has then expired in which event such excess amount shall be refunded to Tenant. If the Expense Rent Commencement Date is other than the first day of a calendar year, or the Expiration Date is prior to the last day of a calendar year, the Expense Rent shall be apportioned so that Tenant shall pay only such portion of the expenses of the Property attributable to the period of such calendar year occurring after the Expense Rent Commencement Date or prior to the Expiration Date, as the case may be.

          (d) Notwithstanding anything to the contrary contained herein, in the event that any tenant of the Buildings or the Property is separately billed for any item of expenses for which Tenant is responsible hereunder, the amount billed to such tenant shall not be included in the term expenses and the rentable floor area of such tenant’s leased premises shall be excluded for the purposes of determining Tenant’s Share of that specific expense.

          (e) Tenant shall have the right, at its cost and expense, to audit the Expense Rent for the immediately preceding calendar year only provided that (i) Tenant shall notify Landlord of its election to audit the Expense Rent within ninety (90) days following Tenant’s receipt of the End of Year Expense Rent Statement, (ii) such audit shall be conducted at the office where Landlord maintains its records and only after Tenant gives Landlord at least thirty (30) days’ prior written

notice,(iii) Tenant shall deliver to Landlord a copy of the results of such audit within one hundred twenty (120) days following Tenant’s receipt of the End of Year Expense Rent Statement; (iv) no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (v) Tenant shall keep the results of such audit strictly confidential and shall not disclose the same to any other party except on an as needed basis in the event of a dispute regarding the Expense Rent; (vi) no subtenant shall have any right to conduct an audit; (vii) no audit shall be conducted at any time that Tenant is in default of any of the terms of this Lease beyond the expiration of any applicable notice and grace period provided for herein; and (viii) such audit shall only be conducted by a certified public accountant not compensated on a contingent fee basis. Tenant may not remove any of Landlord’s expense records or other documents from the office where Landlord maintains the same. In the event that Tenant’s audit alleges that an error was made by Landlord, Landlord shall have ninety (90) days following receipt of the results of such audit to obtain an audit from an accountant of Landlord’s choice, at Landlord’s cost and expense, or Landlord shall be deemed to have accepted the results of Tenant’s audit. In the event that Landlord’s and Tenant’s accountants shall be unable to reconcile the results, both accountants shall mutually agree upon a third accountant whose determination shall be conclusive. The cost of any such third accountant shall be shared equally between Landlord and Tenant. If it is determined that Tenant has paid less than the actual amount due, Tenant shall pay the difference to Landlord within thirty (30) days after the date of such determination. If it is determined that Tenant has paid any amount in excess of the amount due, such excess amount shall be refunded to Tenant within thirty (30) days after the date of such determination. If it is determined that the expenses used to calculate the Expense Rent in any year during the Term hereof exceeded the actual expenses properly chargeable to Tenant in accordance with this Lease for said year by more than ten (10%) percent, then Landlord shall promptly reimburse Tenant for the actual, documented cost of the audit.

          (f) To the extent that any cost or expense is appropriately included in expenses pursuant hereto, it shall only be included in expenses once, notwithstanding that such cost or expense may fall under more than one category or be referenced in more than one Section of this Lease.

     6.  Real Estate Taxes . (a) Commencing on January 1, 2010 (the “Tax Rent Commencement Date”), Tenant shall pay as Additional Rent Tenant’s Share referred to in Section 1(h) of the Lease of all real estate taxes assessed against the Property for any tax fiscal year which occurs wholly or partially during the Term of this Lease in excess of the real estate taxes assessed against the Property for the tax fiscal year referred to in Section 1(j) (the “Base Tax Year”) (such Additional Rent is hereinafter called the “Tax Rent”). The term “real estate taxes” shall mean (i) any tax or assessment levied, assessed or imposed at any time by any governmental authority on or against the Property or any part thereof; (ii) any assessment for public betterments or improvements levied, assessed or imposed upon or against the Property; (iii) any reasonable legal fees and other costs incurred by Landlord in connection with evaluating and/or contesting the assessed valuation of the Property for real estate tax purposes; and (iv) any tax levied, assessed or imposed at any time upon or against the receipt of income or rents or any other tax upon Landlord as a substitute or supplement in whole or in part for a real estate tax or assessment. The term “real estate taxes” shall not include income taxes, estate taxes, inheritance taxes, franchise taxes, transfer taxes, capital stock taxes or any fines or penalties for the late payment of real estate taxes.

          (b) Commencing on the Tax Rent Commencement Date, Tenant shall pay its Tax Rent in monthly installments on the first day of each month on an estimated basis as determined by Landlord (which estimate shall not exceed the actual amount of real estate taxes for the prior year by ten (10%) percent.) Landlord may adjust such estimate at any time and from time to time based upon Landlord’s anticipation of the real estate taxes which may be assessed against the Property. At any time after the real estate taxes for any tax fiscal year shall be fixed by the appropriate governmental authorities, Landlord shall deliver to Tenant a statement (the “End of Year Tax Rent Statement”) setting forth the actual real estate taxes assessed against the Property for such tax fiscal year, the amount paid by Tenant as Tax Rent on account thereof, Tenant’s Share of such real estate taxes, and the amount due to or from Tenant. If Tenant has paid less than the actual amount due, Tenant shall pay the difference to Landlord within thirty (30) days after Landlord’s request therefor. Any amount paid by Tenant which exceeds the actual amount due shall be credited to the next succeeding payments due as Tax Rent hereunder, unless the Term has then expired in which event such excess amount shall be refunded to Tenant. Real estate taxes for any tax fiscal year beginning before the Tax Rent Commencement Date or terminating after the Expiration Date shall be apportioned so that Tenant shall pay only such portion of the increase in real estate taxes as shall be attributable to the period of such tax fiscal year occurring after the Tax Rent Commencement Date or prior to the Expiration Date, as the case may be.

          (c) Upon receipt of Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant may contest or appeal, at Tenant’s sole cost and expense, the amount or validity, in whole or in part, of any real estate taxes assessed against the Buildings or the Property, by appropriate proceedings diligently conducted by Tenant in good faith. Tenant shall provide to Landlord for its reasonable review and approval prior to filing any applications, affidavits and like supporting documentation required in connection with such effort. Landlord shall reasonably cooperate with Tenant subject to and in accordance with the conditions set forth in this paragraph. Tenant may take any such contest in its own name or, if it cannot contest in its own name, in the name of the Landlord. Tenant shall be responsible for any increase in any real estate taxes that is levied against the Property to the extent said increase is due to Tenant’s contest or appeal.

          (d) Tenant shall have the right, at its cost and expense, to audit the Tax Rent for the immediately preceding calendar year only provided that (i) Tenant shall notify Landlord of its election to audit the Tax Rent within ninety (90) days following Tenant’s receipt of the End of Year Tax Rent Statement, (ii) such audit shall be conducted at the office where Landlord maintains its records and only after Tenant gives Landlord at least thirty (30) days’ prior written notice,(iii) Tenant shall deliver to Landlord a copy of the results of such audit within one hundred twenty (120) days following Tenant’s receipt of the End of Year Tax Rent Statement; (iv) no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (v) Tenant shall keep the results of such audit strictly confidential and shall not disclose the same to any other party except on an as needed basis in the event of a dispute regarding the Tax Rent; (vi) no subtenant shall have any right to conduct an audit; (vii) no audit shall be conducted at any time that Tenant is in default of any of the terms of this Lease beyond the expiration of any applicable notice and grace period provided for herein; and (viii) such audit shall only be conducted by a certified public accountant not compensated on a contingent fee basis. Tenant may not remove any of Landlord’s expense records or other documents from the office where Landlord maintains the same. In the event that Tenant’s audit alleges that an error was made by Landlord, Landlord shall

have ninety (90) days following receipt of the results of such audit to obtain an audit from an account of Landlord’s choice, at Landlord’s cost and expense, or Landlord shall be deemed to have accepted the results of Tenant’s audit. In the event that Landlord’s and Tenant’s accountants shall be unable to reconcile the results, both accountants shall mutually agree upon a third accountant whose determination shall be conclusive. The cost of any such third accountant shall be shared equally between Landlord and Tenant. If it is determined that Tenant has paid less than the actual amount due, Tenant shall pay the difference to Landlord within thirty (30) days after the date of such determination. If it is determined that Tenant has paid any amount in excess of the amount due, such excess amount shall be refunded to Tenant within thirty (30) days after the date of such determination. If it is determined that the real estate taxes used to calculate the Tax Rent in any year during the Term hereof exceeded the actual real estate taxes properly chargeable to Tenant in accordance with this Lease for said year by more than ten (10%) percent, then Landlord shall promptly reimburse Tenant for the actual, documented cost of the audit.

     7.  Insurance . (a) Tenant shall provide, at its own expense, and keep in force during the Term:

               (1) General Liability Insurance, including contractual liability coverage, insuring against and saving harmless Landlord, any mortgagee now or hereafter encumbering the Property (“Landlord’s Mortgagee”) and Tenant against any liability which arises from any occurrence on or about the Premises, or which arises from any liability, claims or costs indicated in Section 16 against which Tenant is required to indemnify Landlord. The coverage limits of said general liability insurance policy shall be at least $3,000,000.00 in combined single limit with respect to personal injury, death or property damage arising out of any one occurrence. Such coverage may be combined as primary general liability and excess (umbrella) liability. Such amount shall be subject to periodic increase as reasonably required by Landlord.

               (2) Fire and casualty insurance with broad form extended coverage, including, but not limited to, coverage for vandalism and malicious mischief, in the amount of the full replacement cost, from time to time, of Tenant’s trade fixtures, equipment, inventory and other contents of the Premises.

               (3) Business interruption insurance in an amount at least sufficient to pay Tenant’s obligations as to payment of Annual Rent and Additional Rent under this Lease.

               (4) Workers’ Compensation insurance in accordance with the laws of the state in which the Premises are located.

               (5) Such other insurance as Landlord may from time to time reasonably require which is consistent with insurance carried by other similar properties in the area of the Property.

          (b) All such policies shall be issued by insurance companies of recognized responsibility, satisfactory to Landlord and duly licensed and authorized to transact business in the state in which the Premises are located. Tenant agrees to deliver to Landlord, prior to the commencement of the Term, and thereafter not later than thirty (30) days after request by Landlord, a copy of each such insurance policy or, if requested by Landlord, a certificate of insurance as to

any such policy of insurance, together with proof of the payment of the initial or renewal premiums therefor. Such insurance shall be non-cancelable without thirty (30) days’ prior written notice to Landlord and Landlord’s Mortgagee and any loss shall be payable notwithstanding any act or negligence of Tenant or Landlord or any agent or employee thereof.

          (c) Landlord and Tenant each hereby releases the other from any and all liability in the event of damage to or destruction of the Premises or the contents thereof whether or not caused by the negligence or other act, omission to act or fault of Tenant or Landlord or their respective agents, servants or employees to the extent that such liability is covered by any insurance required to be carried by either party hereunder or any other insurance actually carried by either party. It is the intent of Landlord and Tenant that the releasing party shall look to its own insurance policies for compensation in the event of any damage to or destruction of the Premises or the contents thereof. In the event that the insurance required to be maintained or actually maintained by the releasing party does not cover such damage or destruction, and if the other party’s insurance does cover such damage or destruction, the releasing party shall be entitled to seek compensation from the other party’s insurance policy for such damage or destruction. All insurance policies carried by Landlord and Tenant covering the Premises, or the contents thereof, or in any manner relating thereto, shall expressly provide that the foregoing release shall not affect or reduce the coverage or the insurer’s obligations thereunder and shall also expressly waive any right of subrogation on the part of the insurer against the other party.

          (d) Tenant shall comply with the requirements of any insurance policy carried by Landlord or Tenant covering the Property or the Premises, all requirements of the issuer of any such policy, and the applicable regulations and requirements of the National Board of Fire Underwriters, any applicable local board of fire underwriters, and any other body exercising a similar function. If the premiums for any insurance policy maintained by Landlord applicable to the Property exceed the rate that would have been applicable for the permitted use of Tenant as a result of the failure by Tenant to comply with such requirements, or as a result of or in connection with the use to which the Premises are put by Tenant, Tenant shall reimburse Landlord for such excess within thirty (30) days after Landlord’s request therefor.

     8.  Utilities and Services . (a) Subject to the provisions of Section 8(b) below, Landlord shall furnish the Premises with electricity, heating and air conditioning for the normal use and occupancy of the Premises as general offices only during “Work Hours”. “Work Hours” shall mean the period from 8:00 a.m. to 6:00 p.m. on Monday through Friday, excluding “Building Holidays”. Building Holidays are defined as New Year’s Day, Martin Luther King Day, President’s Day, Memorial Day, the Monday preceding or Friday following Independence Day if Independence Day falls on a Tuesday or Thursday respectively, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving and the day following, Christmas Eve day, Christmas, and New Year’s Eve day. Tenant may have access to and use the Premises other than during Work Hours, 24 hours per day, 7 days per week, provided Tenant complies with Landlord’s reasonable security procedures with respect to such access and use.

          (b) Tenant agrees to pay as Additional Rent all charges for electricity, light, heat or other utility used by Tenant at the Premises in accordance with separate submeters which are currently installed at the Premises. Tenant shall pay Landlord for the consumption of such utilities based upon its submetered usage within ten (10) days after receipt of an invoice therefor, at the

General Services (GS) electric rate of the utility company providing the electricity to the Premises, with no profit to Landlord. Any non-payment or late payment of such utility bills shall be deemed a default under the terms of this Lease. All charges for the repair of any submeters servicing the Premises shall be payable by Tenant as Additional Rent and shall be paid when the same shall become due. A separate electric meter or meters directly with the utility company may be installed by Landlord, at Tenant’s cost and expense, only if installing such separate direct meter or meters to measure Tenant’s electric consumption in the Premises is possible. If such direct meters are installed, Tenant shall arrange with the public utility companies servicing the Property for the provision of electricity and shall pay all charges therefor directly to the utility company. Thereafter, Landlord shall have no obligation to furnish electricity to the Premises served by such electric meter(s).

          (c) Within the Common Areas (as hereinafter defined in Section 10), Landlord shall furnish reasonably: (i) adequate electricity, (ii) hot and cold water, (iii) lavatory supplies, (iv) automatically operated elevator service, (v) normal and customary cleaning services (on a five-day a week basis) after business hours (for the 828 Building only), (vi) heat and air conditioning in season, (vii) landscaping, (viii) parking lot maintenance, (ix) common area maintenance and (x) snow and ice removal. Tenant shall be responsible for Tenant’s Share of the cost of such services in accordance with Section 5 hereof. Tenant shall provide, at Tenant’s cost and expense, daily janitorial service to the 826 Building and the remainder of the Premises.

          (d) Landlord shall not be liable for any damages to Tenant resulting from the quality, quantity, failure, unavailability or disruption of any services beyond the reasonable control of Landlord and except as hereinafter provided, the same shall not constitute a termination of this Lease or an actual or constructive eviction or entitle Tenant to an abatement of rent. Landlord shall not be responsible for providing any services not specifically provided for in this Lease. Landlord reserves the right to suspend any of the services agreed to be supplied by Landlord hereunder when necessary by reason of accident or for repairs, alterations, replacements or improvements necessary or desirable in the judgment of Landlord for as long as shall be required by reason thereof, and Landlord shall not be liable to Tenant and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof, provided that Landlord shall use commercially reasonable efforts to minimize the length of such suspension and provided that Landlord will use commercially reasonably efforts to minimize any disruption of or interference with Tenant’s possession. Notwithstanding anything herein to the contrary, if by reason of the failure or interruption in any building service or utility within Landlord’s reasonable control, the Premises are rendered untenantable in whole or in part for a period of seven (7) consecutive days or longer, and the failure or interruption shall not be the result of Tenant’s fault or neglect, then Tenant may terminate this Lease upon ten (10) days’ prior written notice to Landlord, which notice may be sent at any time subsequent to the aforesaid seven (7) consecutive day period and prior to the restoration of the interrupted services.

     9.  Permitted Uses . Tenant may use the Premises only for the uses set forth in Section 1(f) above. Notwithstanding the foregoing, Tenant shall not use or permit the Premises to be used for any unlawful purpose or in violation of any certificate of occupancy covering the Property or which may constitute a public or private nuisance or make voidable any insurance in force relating to the Property or which may interfere with the use and occupancy of the Buildings by other tenants; provided, however, Tenant may continue the use subject to contesting any alleged violation

or charge, provided that such contest and/or continued use shall not result in any liens, fines or penalties against the Property. Tenant shall indemnify and hold harmless Landlord and Landlord’s managing agent from and against all liability, claims or costs, including reasonable legal fees, arising from Tenant’s contest of such use.

     10.  Common Areas; Parking . (a) Tenant shall have the non-exclusive right, in common with others, to use any common entrances, lobbies, drives, elevators, stairs, and similar access and serviceways in and adjacent to the Buildings (hereinbefore and hereinafter sometimes referred to as “Common Areas”), subject to such reasonable rules and regulations as the Landlord may adopt.

          (b) Tenant and its employees and invitees shall have the right, in common with Landlord and other tenants of the Property and their employees and invitees, to use the parking areas provided by Landlord on the Property for the parking of passenger automobiles. Without limiting the foregoing, Landlord represents to Tenant that there currently is sufficient parking at the Property to provide Tenant with a minimum of four (4) parking spaces at the Property per 1,000 square feet of rentable area contained within the Premises (the “Parking Ratio”). Landlord agrees that Landlord will not reduce the Parking Ratio unless within ten (10) days of such reduction, substitute parking is made available to Tenant on the Property. Tenant agrees that use of the parking areas by Tenant, its employees, customers or invitees shall not exceed the Parking Ratio. Tenant’s parking shall be limited to vehicles no larger than standard sized automobiles or light pickup vehicles. Landlord and Tenant shall mutually agree on the location of fifteen (15) parking spaces which shall serve as reserved spaces for use by Tenant and Tenant’s visitors and which shall be counted in the Parking Ratio. The use of such reserved parking spaces is personal to the Tenant named herein and shall not be available to any assignee or subtenant of Landlord (other than an assignee or subtenant pursuant to a “Permitted Assignment or Sublease” (as hereinafter defined in Section 18(a) hereinbelow)), but Tenant’s Parking Ratio shall in no event be reduced, and in the event of any assignment or sublease hereof (other than a Permitted Assignment or Sublease) which results in a loss of reserved parking spaces, the number of unreserved parking spaces shall be increased accordingly so that Tenant’s Parking Ratio shall not be diminished. Tenant shall not cause large trucks or other large vehicles to be parked within the parking areas, except that temporary parking of larger delivery vehicles may be permitted in the area designated therefor by Landlord. Vehicles shall be parked only in striped parking spaces and not in driveways, access roads, loading areas or other locations not specifically designated for parking. Landlord shall have the right to assign parking spaces for the exclusive use of other tenants of the Property and/or Landlord and their employees and invitees, and Tenant and its employees and invitees shall not park their vehicles in parking spaces allocated to others by Landlord. Landlord shall not be required to keep parking spaces clear of unauthorized vehicles or to otherwise supervise the use of the parking areas. Landlord shall not be responsible for any damage to or theft of any vehicles in the parking areas. Landlord may issue parking permits, install a gate system or impose any other system as Landlord deems necessary for the use of the parking areas; provided, however, that upon notice from Tenant regarding suspected unauthorized use of the parking areas, Landlord shall use reasonable efforts to cause unauthorized vehicles to be removed. Landlord reserves the right from time to time to make any alterations or repairs that it deems necessary to the parking areas, roads or driveways, and to temporarily revoke or temporarily modify the parking rights granted to Tenant for such repairs or maintenance for as short a time period as reasonably practicable, without any abatement or reduction of rent by reason thereof; provided, however, that Landlord shall give

Tenant as much advance notice as is reasonably practical under the circumstances (in no event less than seven (7) days, except in the instance of a bona fide emergency) in anticipation of repairs or improvements to the parking areas, and all such projects (if any) shall be undertaken in a manner designed to be as least disruptive to Tenant as is reasonably practical under the circumstances. Landlord may require Tenant to furnish it with the automobile license numbers assigned to vehicles of Tenant and its employees and invitees and to notify Landlord of any changes thereof. Landlord may limit parking in the front yard of the Property to visitors.

     11.  No Representations . Tenant acknowledges that Landlord has not made any representation with respect to any matter or thing affecting or related to the Premises, other than expressly provided herein.

     12.  Compliance with Law . (a) As of the Commencement Date, Landlord represents to the best of its knowledge that the Property is in compliance with all laws, orders and regulations of any governmental authority and that Landlord has obtained all required certificates of occupancy applicable to the Premises. If the Property is not in compliance with such laws, orders and regulations as of the Commencement Date, Landlord, at its sole cost and expense, shall be responsible for bringing the Property into compliance with all such laws, orders and regulations unless Tenant is obligated to comply with all such laws, orders and regulations under the terms of the Prior Lease, or unless Tenant has caused the Property not to be in compliance with such laws, orders and regulations.

          (b) From and after the Commencement Date, Tenant shall take all necessary action to conform to and comply with all laws, orders and regulations of any governmental authority or Landlord’s or Tenant’s insurers, or any Landlord’s Mortgagee, now or hereafter applicable to the Premises or Tenant’s use or occupancy, including the Americans with Disability Act of 1990 (as amended) and the Federal Occupational Safety and Health Act of 1970 (as amended), except that Tenant shall not be required to perform any structural repairs or alterations to the Premises unless such structural repairs or alterations are required (i) as a result of Tenant’s particular ma