WITNESSETH:

Exhibit 10.22

LEASE AGREEMENT
---------------

THIS AGREEMENT, made this 24th day of January, 2001, by and between DAUPHIN
ASSOCIATES, INC., a Pennsylvania corporation maintaining offices at 0000 X. 00xx
Xxxxxx, Xxxxxxxxxx, Xxxxxxx xxxxxx, Xxxxxxxxxxxx (hereinafter referred to as
"Lessor") and QTL Corporation, a California corporation maintaining offices at
0000 Xxxxxx Xx., Xxxxxxx, Xx 00000 (hereinafter referred to as "Lessee").

WITNESSETH:

WHEREAS, Lessor is the owner of certain premises in the nature of a
warehouse facility located at 0000 X. 00xx Xxxxxx (Xxxx), Xxxxxxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxxxxxxx; and

WHEREAS, Lessor desires to demise and let unto Lessee and Lessee desires to
enter into a lease agreement with Lessor for a portion of the aforesaid
warehouse facility as more specifically defined hereinafter;

NOW, therefore, the parties hereto, intending to be legally bound hereby,
for and in consideration of the mutual promises and covenants hereinafter set
forth, and for other good and valuable consideration, receipt whereof is hereby
acknowledged, do hereby covenant and agree by and between themselves as follows:

1. Premises and Basic Terms.
------------------------

Lessor does hereby demise and let unto Lessee 15,000 square feet of
warehouse space located at 0000 Xxxxx 00xx Xxxxxx (Xxxx), Xxxxxxxxxx, Xxxxxxx
Xxxxxx, Pennsylvania, as designated on the schematic drawing attached hereto and
made a part hereof as Exhibit "A" (all of which area is hereinafter referred to
as the "Premises") for the term of five (5) years and two (2) months commencing
on March 1, 1997, and ending on April 30, 2002, for the rental consideration
more specifically set forth hereinafter in paragraph 2 of this Lease Agreement.
Possession of the premises shall begin on March 1, 1997, which shall be the
effective date of the Lease. However, the rental consideration provided for
hereunder shall be payable from May 1, 1997.

2. Rental Consideration.
---------------------

Lessee agrees to pay the Lessor rental consideration at the following
annual rates per year:

lst Year (May 1, 1997 through April 30, 1998).. $68,250
2nd Year (May 1, 1998 through April 30, 1999).. $68,250
3rd Year (May 1, 1999 through April 30, 2000).. $68,250
4th Year (May 1, 2000 through April 30, 2001).. $72,000
5th Year (May 1, 2001 through April 30, 2002).. $72,000

The above rates include a common area maintenance charge for the following:
heat, water, air conditioning, real estate taxes, fire insurance on the
structure, structural repairs over $100, HVAC repairs over $100, snow removal
and lawn maintenance. Rent shall be due and payable on the first day of each
month of the Lease term at the principal offices of Lessor at 0000 X. 00xx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, in lawful money of the United States of
America, in the amount of one-twelfth (1/12) of the yearly rental obligation.

3. Electricity: Additional Rent.
----------------------------

Lessee agrees to pay as additional rent, in addition to the other
rentals set forth hereinabove, all bills submitted by Lessor for electrical
service or use to the premises including bills for connection or disconnection,
and any and all other sums which may become due by reason of the failure of
Lessee to comply with all of the covenants of this Lease and any and all
damages, costs and expenses which the Lessor may suffer or incur by reason of
any default of the Lessee or failure on its part to comply with the covenants of
this Lease, and each of them, and also any and all damages to the demised
premises caused by any act or neglect of Lessee.

4. Options to Renew.
----------------

Lessee shall have five (5) one-year options to renew this Lease, each
of which is exercisable only if Lessee has complied with all the covenants of
this Lease and only if Lessor consents to the renewal. Lessee must give Lessor
60 days notice prior to the expiration of the then current lease year of its
intent to exercise each renewal option. Lessee agrees to pay the Lessor rental
consideration at the following annual rates per year.

lst Renewal Year (May 1, 2002 through April 30, 2003).. $77,250
2nd Renewal Year (May 1, 2003 through April 30, 2004).. $81,000
3rd Renewal Year (May 1, 2004 through April 30, 2005).. $81,000
4th Renewal Year (May 1, 2005 through April 30, 2006).. $84,750
5th Renewal Year (May 1, 2006 through April 30, 2007).. $84,750

Rent shall be due and payable on the first day of each month of each renewal
term at the principal offices of Lessor at 0000 X. 00xx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx, in lawful money of the United States of America, in the amount of
one-twelfth (1/12) of the yearly rental obligation.

5. Affirmative Covenants of the Lessee.
-----------------------------------

Lessee covenants and agrees that it will without demand

(a) Payment of Rent.
---------------

Pay the rent and all other charges herein reserved as rent on the days
and times and at the place that the same are made payable, without fail, and if
Lessor shall at any time or times accept said rent or rent charges after the
same shall have become due and payable, such acceptance shall not excuse delay
upon subsequent occasions, or constitute or be construed as a waiver of any of
Lessor's rights.

-2-

(b) Cleaning, Repairing, Etc..
-------------------------

Pay for trash removal and janitorial service and otherwise keep the
demised premises clean and free from all ashes, dirt and other refuse matter;
replace all glass windows, doors, etc., broken by Lessee and be responsible for
repairs of $100 or less and minor interior repairs; keep all waste and drain
pipes open; keep the premises in good order and repair as they now are,
reasonable wear and tear and damage by accidental fire or other casualty not
occurring through negligence of Lessee or those employed by or acting for Lessee
excepted. The Lessee agrees to surrender the demised premises in the same
condition in which Lessee has herein agreed to keep the same during the
continuance of this Lease.

Comply with any requirements of any of the constituted public
authorities, and with the terms of any State or Federal statute or local
ordinance or regulation applicable to Lessee or its use of the demised premises,
and save Lessor harmless from penalties, fines, costs or damages resulting from
failure so to do.

(d) Fire.
----

Use every reasonable precaution against fire.

(e) Surrender of Possession.
-----------------------

Peaceably deliver up and surrender possession of the demised premises
to the Lessor at the expiration or sooner termination of this Lease, promptly
delivering to Lessor at its office all keys for the demised premises.

(f) Notice of Fire, Etc..
--------------------

Give to Lessor prompt written notice of any accident, fire or damage
occurring on or to the demised premises.

5. Negative Covenants of Lessee.
----------------------------

Lessee covenants and agrees that it will do none of the following
things without the consent in writing of Lessor first had and obtained, such
consent to not be unreasonably withheld by Lessor.

(a) Use of Premises.
---------------

Occupy the demised premises in any manner or for any purpose other
than for the storage of school supplies.

(b) Assignment and Subletting.
-------------------------

-3-

Assign, mortgage or pledge this Lease or under-let or sublease the
demised premises, or any part thereof, or permit any other person, firm or
corporation to occupy the demised premises, or any part thereof; nor shall any
assignee or sublessee assign, mortgage or pledge this Lease or such sublease,
without an additional written consent by the Lessor and without such consent, no
such assignment, mortgage or pledge shall be valid. If the Lessee becomes
insolvent, or makes an assignment for the benefit of creditors, or if a petition
in bankruptcy is filed by or against the Lessee or a xxxx in equity or other
proceeding for the appointment of a receiver for the Lessee is filed, or if the
real or personal property of the Lessee shall be sold or levied upon by any
Sheriff, Marshal or Constable, the same shall be a violation of this covenant.

Place or allow to be placed any stand, booth, sign or show case upon
the doorsteps, vestibules or outside walls or pavements of said premises, or
paint, place, erect or cause to be painted, placed or erected any sign,
projection or devise on or in any part of the premises. Lessee shall remove any
sign, projection or devised painted, placed or erected, if permission has been
granted, and restore the walls, etc. to their former conditions, at or prior to
the expiration of this Lease. In case of the breach of this covenant (in
addition to all other remedies given to Lessor in case of the breach of any
conditions or covenants of this Lease) Lessor shall have the privilege of
removing said stand, booth, sign, showcase, projection or device, and restoring
said walls, etc., to their former condition, and Lessee, at Lessor's option,
shall be liable to Lessor for any and all expenses so incurred by Lessor.

(d) Alterations, Improvements.
-------------------------

Make any alterations or improvements to the demised premises. In the
event such alterations and improvements are made with Lessor's consent, all such
alterations and improvements shall remain the property of Lessor on the date of
termination of this Lease or, at the option of Lessor, shall be removed by
Lessee at Lessee's expense.

(e) Machinery.
---------

Use or operate any machinery that is harmful to the building or
Lessor's employees.

(f) Weights.
-------

Place any weights in any portion of the demised premises beyond the
safe carrying capacity of the structure.

(g) Fire Insurance.
--------------

-4-

premises may be a part, shall become void or suspended, or whereby the same
shall be rated as a more hazardous risk than at the date of execution of this
Lease, or employ any person or persons objectionable to the fire insurance
companies or carry explosive matter of any kind in and about the demised
premises.

(h) Removal of Goods.
----------------

Remove, attempt to remove or manifest an intention to remove Lessee's
goods or property from or out of the demised premises otherwise than in the
ordinary and usual course of business, without having first provided notice to
Lessor.

(i) Vacate Premises.
---------------

Without providing Lessor prior written notice, vacate or desert said
premises during the term of this Lease, or permit the same to be empty and
unoccupied.

6. Lessor's Rights.
---------------

Lessee covenants and agrees that Lessor shall have the right to do the
following things and matters in and about the demised premises.

(a) Inspection of Premises.
----------------------

At all reasonable times by itself or its duly authorized agents to go
upon and inspect the demised premises and every part thereof, and/or at its
option to make repairs, alterations and additions to the demised premises or the
building of which the demised premises is a part.

(b) Sale or Rent Sign - Prospective Purchases or Tenants.
----------------------------------------------------

To display a "For Sale' sign at any time, and also, after notice from
either party of intention to determine this Lease, or at any time within three
months prior to the expiration of this Lease, a "For Rent" sign, or both "For
Rent" and "For Sale" signs; and all of said signs shall be placed upon such part
of the premises as Lessor shall require. Prospective purchasers or tenants
authorized by Lessor may inspect the premises at reasonable hours.

7. Insurance.
---------

Lessee shall, at Lessee's expense, obtain and keep in force during the
term of this Lease a policy of Combined Single Limit, Bodily Injury and Property
Damage insurance insuring Lessor and Lessee against any liability arising out of
Lessee's use or occupancy of the premises and all areas appurtenant thereto.
Such insurance shall be a combined single limit policy in an amount not less
than One Million ($1,000,000) Dollars. The policy shall contain cross liability
endorsements and shall insure performance by Lessee of the indemnity provisions
of Paragraph 8. The limits of said insurance shall not, however, limit the
liability of Lessee hereunder. In the event that the premises constitute a part
of a larger property said insurance

-5-

shall have a Lessor's Protective Liability endorsement attached thereto. If
Lessee shall fail to procure and maintain said insurance Lessor may, but shall
not be required to, procure and maintain the same, but at the expense of Lessee.

8. Further Insurance.
-----------------

(a) Property Insurance.
------------------

Lessor shall obtain and keep in force during the term of this Lease a
policy or policies of insurance covering loss or damage to the premises, but not
Lessee's fixtures, equipment, tenant improvements or tenant inventories, in the
amount of the full replacement value thereof, providing protection against all
perils included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk) but not plate glass
insurance. In the event that the premises contains sprinklers then the
insurance coverage shall include sprinkler leakage insurance.

(b) Insurance Policies
------------------

Insurance required hereunder shall be in companies holding a "General
Policyholders Rating"" of B plus or better as set forth in the most current
issue of "Best Insurance Guide". Lessee shall deliver to Lessor certificates
evidencing the existence and amounts of such insurance. No such policy shall be
cancelable except after ten (10) days prior written notice to Lessor and Lessee.
Neither Lessor nor Lessee shall do or permit to be done anything which shall
invalidate the required insurance policies.

Lessee shall indemnify and hold harmless Lessor from and against any
and all claims arising from Lessee's use of the premises, or from the conduct of
Lessee's business or from any activity, work or things done, permitted or
suffered by Lessee in or about the premises or elsewhere and shall further
indemnify and hold harmless Lessor from and against any and all claims arising
from any breach or default in the performance of any obligation on Lessee's part
to be performed under the terms of this Lease, or arising from any negligence of
the Lessee, or any of Lessee's agents, contractors, or employees, and from and
against all costs, attorney's fees, expenses and liabilities incurred in the
defense of any such claim or any action or proceeding brought thereon; and in
case any action or proceeding be brought against Lessor by reason of any such
claim, Lessee upon notice from Lessor shall defend the same at Lessee's expense.

9. Responsibility of Lessor.
------------------------

(a) Total Destruction of Premises.
-----------------------------

In the event that the demised premises is totally destroyed or so
damaged by fire or other casualty not occurring through fault or negligence of
the Lessee or those employed by or acting for Lessee, that the same cannot be
repaired or restored within a reasonable time, this Lease shall absolutely cease
and terminate, and the rent shall xxxxx for the balance of the term.

-6-

(b) Partial Destruction of Premises.
-------------------------------

If the damage caused as above be only partial and such that the
premises can be restored to their then condition within a reasonable time, the
Lessor may, at its option, restore the same with reasonable promptness,
reserving the right to enter upon the demised premises for that purpose. The
Lessor also reserves the right to enter upon the demised premises whenever
necessary to repair damage caused by fire or other casualty to the building of
which the demised premises is a part, even though the effect of such entry be to
render the demised premises or a part thereof untenantable. In either event the
rent shall be apportioned and suspended during the time the Lessor is in
possession taking into account the proportion of the demised premises rendered
untenantable and the duration of the Lessor's possession.

Lessor shall make such election to repair the premises or terminate
this lease by giving notice thereof to Lessee at the leased premises within
thirty (30) days from the day Lessor received notice that the demised premises
had been destroyed or damaged by fire or other casualty.

(d) Damage for Interruption of Use.
------------------------------

Lessor shall not be liable for any damage, compensation or claim by
reason of inconvenience or annoyance arising from the necessity of repairing any
portion of the building, the interruption in the use of the premises, or the
termination of this lease by reason of the destruction of the premises.

(e) Representation of Condition of Premises.
---------------------------------------

The Lessor has let the demised premises in their present condition and
without any representations on the part of the Lessor, its officers, employees,
servants and/or agents.

10. Structural Maintenance: Heat.
----------------------------

Lessor shall be responsible for all structural maintenance of the
demised premises as well as maintenance of the heating, ventilation and air
conditioning equipment. Lessor shall supply heat for the demised premises as
currently provided at no charge to Lessee.

11. Truck Access.
------------

Lessee shall have access to the rear of the demised premises for
delivery and pickup truck traffic. Under no circumstances shall Lessee in any
way disrupt parking facilities provided for Lessor's employees.

12. Remedies of Lessor.
------------------

-7-

If the Lessee

(a) Does not pay in full when due any and all installments of rent and/or
any other charge or payment herein reserved, included, or agreed to be treated
or collected, as rent and/or any other charge, expense, or cost herein agreed to
be paid by the Lessee; or

(b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or

(d) Becomes insolvent, or makes an assignment for the benefit of
creditors, or if a petition in bankruptcy is filed by or against the Lessee or a
xxxx in equity or other proceeding for the appointment of a receiver for the
Lessee is filed, or if proceedings for reorganization or for composition with
creditors under any State or Federal law is instituted by or against Lessee, or
if the real or personal property of the Lessee shall be sold or levied upon by
any Sheriff, Marshal or Constable;

Then and in such an event if the default or failure to perform by Lessee
shall continue for more than two (2) working days following Lessee's receipt of
a written notice of default from Lessor, the:

(1) The rent for the entire unexpired balance of the term of this
Lease, as well as all other charges, payments, costs and expenses herein agreed
to be paid by the Lessee, or at the option of Lessor any part thereof, and also
all costs shall, in addition to any and all installments of rent already due and
payable and in arrears and/or any other charge or payment herein reserved,
included or agreed to be treated or collected as rent, and/or any other charge,
expense or cost herein agreed to be paid by the Lessee which may be due and
payable and in arrears, become due and payable and in arrears as if by the terms
and provisions of this Lease, the whole balance of unpaid rent and other
charges, payments, taxes, costs and expenses were on the date payable in
advance; and if this Lease or any part thereof is assigned, or if the premises
or any part thereof is sub-let, Lessee hereby irrevocably constitutes and
appoints Lessor as Lessee's agent to collect the rents due by such assignee or
sub-lessee and apply the same to the rent due hereunder without in any way
affecting Lessee's obligation to pay any unpaid balance of rent due hereunder;
or in the event of any of the foregoing at any time at the option of Lessor;

(2) This Lease and the terms hereby created shall terminate and
become absolutely void without any right on the part of the Lessee to save the
forfeiture by payment of any sum due or by other performance of any condition,
term or covenant broken; whereupon, Lessor shall be entitled to recover damages
for such breach in an amount equal to the amount of rent reserved for the
balance of the term of this Lease less the fair rental value actually received
by Owner of the said demised premises, for the residue of said term.

-8-

13. Ejectment.
---------

When this Lease shall be determined by condition broken, either during
the original term of this Lease or any renewal or extension thereof, and also
when and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Lessee to file an
agreement for entering in any competent Court an amicable action and judgment in
ejectment against Lessee and all persons claiming under Lessee for the recovery
by Lessor of possession of the herein demised premises, for which this Lease
shall be his sufficient warrant, whereupon, if Lessor so desires, a writ of
possession may issue forthwith, without any prior proceedings whatsoever, and
provided that if for any reason after such action shall have been commenced the
same shall be terminated and the possession of the premises hereby demised
remain in or be restored to Lessee, Lessor shall have the right upon any
subsequent default or defaults, or upon the termination of this Lease as
hereinbefore set forth, to bring one or more amicable action or actions as
hereinbefore set forth to recover possession of the said premises.

14. Remedies Cumulative.
-------------------

All of the remedies herein before given to Lessor and all rights and
remedies given to it by law and equity shall be cumulative and concurrent. No
termination of this Lease or the taking or recovering of the premises shall
deprive Lessor of any of its remedies or actions against the Lessee for rent due
at the time or which, under the terms hereof, would in the future become due as
if there has been no termination, 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
termination, nor shall the bringing of any action for rent or breach of
covenant, or the resort to any other remedy herein provided for the recovery of
rent be construed as a waiver of the right to obtain possession of the premises.

15. Condemnation.
------------

In the event that the premises demised or any part thereof is taken or
condemned for a public or quasi-public use, this Lease shall, as to the part so
taken, terminate as of the date title shall vest in the condemn or, and rent
shall xxxxx in proportion to the square feet of leased space taken or condemned
or shall case if the entire premises be so taken. In either event the Lessee
waives all claims against the Lessor by reason of the complete or partial taking
of the demised premises.

16. Vacating Premises.
-----------------

The Lessee agrees to promptly vacate the premises at the termination
of the Lease term hereunder and any renewal thereof.

17. Security Deposit.
----------------

The Lessee agrees to provide to the Lessor a security deposit in the
amount of $5,687.50 at or prior to the commencement date of this Lease.

-9-

18. Notices.
-------

All notices required hereunder shall be by registered mail addressed
to the parties as follows:

If to Lessor:

Dauphin Associates, Inc.
0000 X. 00xx Xxxxxx
P.O. Box 2206
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: President

If to Lessee:

QTL Corp.
0000 Xxxxxx Xx.
Xxxxxxx, XX 00000
Attn: President

19. Lease Contains All Agreements.
-----------------------------

It is expressly understood and agreed by and between the parties
hereto that this Lease sets forth all the promises, agreements, conditions and
understandings between Lessor and Lessee relative to the demised premises, and
that there are no promises, agreements, conditions or understandings, either
oral or written, between them other than are herein set forth. It is further
understood and agreed that, except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this lease shall be binding upon
Lessor or Lessee unless reduced to writing and signed by them.

20. Successors and Assignees.
------------------------

All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several and respective
successors and assigns of said parties. No rights, however, shall inure to the
benefit of any assignee of Lessee unless the assignment to such assignee has
been approved by Lessor in writing as aforesaid.

21. Headings No Part of Lease.
-------------------------

Any headings preceding the text of the several paragraphs and
subparagraphs hereof are inserted solely for convenience of reference and shall
not constitute a part of this lease nor shall they affect its meaning,
construction, or effect.

-10-

22. Interpretation.
---------------

This Lease shall be interpreted in accord with the laws of the
Commonwealth of Pennsylvania.

-11-

IN WITNESS WHEREOF, the parties have hereto caused their authorized
officers to set their hands and the respective corporate seals the day and year
first above written.

ATTEST: DAUPHIN ASSOCIATES, INC.

/s/ illegible By: /s/ illegible
---------------------- ----------------------------

Title: Executive Vice President
-------------------------

ATTEST:

----------------------------

/s/ illegible By: /s/ X.X. Xxxxxx
---------------------- ----------------------------

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

-12-

2. Rental Consideration.
--------------------

Lessee agrees to pay the Lessor rental consideration at the following
annual rates per year:

1st Year (May 1, 1997 through April 30, 1998).. $68,250
2nd Year (May 1, 1998 through April 30, 1999).. $68,250
3rd Year (May 1, 1999 through April 30, 2000).. $68,250
4th Year (May 1, 2000 through April 30, 2001).. $72,000
5th Year (May 1, 2001 through April 30, 2002).. $72,000

Rent shall be due and payable on the first day of each month of the Lease term
at the principal offices of Lessor at 0000 X. 00xx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx, in lawful money of the United States of America, in the amount of
one-twelfth (1/12) of the yearly rental obligation.

3. Electricity; Additional Rent.
----------------------------

Lessee agrees to pay as additional rent, in addition to the other
rentals set forth hereinabove, all bills submitted by Lessor for electrical
service or use including bills for connection or disconnection, and any and all
other sums which may become due by reason of the failure of Lessee to comply
with all of the covenants of this Lease and any and all damages, costs and
expenses which the Lessor may suffer or incur by reason of any default of the
Lessee or failure on its part to comply with the covenants of this Lease, and
each of them, and also any and all damages to the demised premises caused by any
act or neglect of Lessee.

4. Options to Renew.
----------------

1st Renewal Year (May 1, 2002 through April 30, 2003).. $77,250
2nd Renewal Year (May 1, 2003 through April 30, 2004).. $81,000
3rd Renewal Year (May 1, 2004 through April 30, 2005).. $81,000
4th Renewal Year (May 1, 2005 through April 30, 2006).. $84,750
5th Renewal Year (May 1, 2006 through April 30, 2007).. $84,750

Rent shall be due and payable on the first day of each month of each renewal
term at the principal offices of Lessor at 0000 X. 00xx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx, in lawful money.

-13-

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (this "Lease" or "Sublease") is made this 14th day
of August 1999, by and between Xxxxxxxxxxxxxx.xxx LLC, a California limited
liability company maintaining offices at 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as "Sub-Lessor") and US
Office Products, Central Pennsylvania District, Inc., a Pennsylvania corporation
maintaining offices 000 Xxxxxx Xxxx. XX Xxx 0000, Xxxxxxxxxx, XX 00000-0000
(hereinafter referred to as "Sub-Lessee.') and consented to by DAUPHIN
ASSOCIATES, INC., a Pennsylvania corporation maintaining offices at 0000 Xxxxx
00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx (hereinafter referred to
as "Owner").

WITNESSETH:
-----------

WHEREAS, Sub-Lessor is the Lessee of certain premises in the nature of a
warehouse facility located at 0000 X 00xx Xxxxxx (Xxxx), Xxxxxxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxxxxxxx pursuant to the terms of that certain Lease Agreement dated
January 24, 1997 between Owner and Sub-Lessor, as successor-in-interest to QTL
Corporation ("Prime Lease"); and

WHEREAS, Sub-Lessor desires to demise and let unto Sub-Lessee and Sub-
Lessee desires to enter into a lease agreement with Sub-Lessor for all of the
aforesaid warehouse facility leased by Sub-Lessor as more specifically defined
hereinafter;

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
for and in consideration of the mutual promises and covenants hereinafter set
forth, and for other good and valuable consideration, receipt whereof is hereby
acknowledged, do hereby covenant and agree by and between themselves as follows:

1. Premises and Basic Terms.
------------------------

Sub-Lessor does hereby demise and let unto Sub-Lessee 15,000 square feet of
warehouse space located at 0000 Xxxxx 00xx Xxxxxx (Xxxx), Xxxxxxxxxx, Xxxxxxx
Xxxxxx, Pennsylvania, as designated on the schematic drawing attached hereto and
made a part hereof as Exhibit "A" (all of which area is hereinafter referred to
as the "Premises" or "demised premises") for the term of approximately two (2)
years and nine (9) months commencing on Aug. 14, 1999, and ending on April
30, 2002, for the rental consideration more specifically set forth hereinafter
in paragraph 2 of this. Possession of the Premises shall begin on Aug. 14,
1999, which shall be the effective date of this Sublease. Sub-Lessor agrees to
perform all of its obligations and duties as tenant under the Prime Lease in a
timely manner and to take no action or omission to terminate the Prime Lease
prior to its expiration. Sub-Lessee shall have the right (but not the
obligation) to cure any default by Sub-Lessor under the Prime Lease and to
deduct from the rent due under this Sublease any and all amounts incurred by
Sub-Lessee in curing such default.

-14-

2. Rental Consideration.
---------------------

Sub-Lessee agrees to pay the Sub-Lessor rental consideration at the
following annual rates per year:

1st year Effective Date through September 30, 2000)..................... $66,000 ($5500/month)
2nd Year (August 1, 2000 through September 30, 2001).................... $67,350 ($5612.50/month)
3rd Year (August 1, 2001 through April 30, 2002)........................ $51,637.50 ($5737.50/month)

The above rates include a common area maintenance charge for the following:
heat, water, air conditioning, real estate taxes, fire insurance on the
structure, structural repairs over $100, HVAC repairs over $100, snow removal
and lawn maintenance. Rent shall be due and payable on the first day of each
month of this Lease term at the principal offices of Sub-Lessor at 0 Xxxxx
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, in lawful money of the United
States of America, in the amount of one-twelfth (1/12) of the yearly rental
obligation. All rent shall be prorated for any partial month.

3. Electricity; Additional Rent.
----------------------------

Sub-Lessee agrees to pay as additional rent, in addition to the other
rentals set forth hereinabove, all bills submitted by Sub-Lessor for electrical
service or use to the Premises (which is separately metered) including bills for
connection or disconnection, and any and all other sums which may become due by
reason of the failure of Sub-Lessee to comply with all of the covenants of this
Lease and any and all damages, costs and expenses which the Sub-Lessor may
suffer or incur by reason of any default of the Sub-Lessee or failure on its
part to comply with the covenants of this Lease, and each of them, in each
instance after Sub-Lessee's failure to cure such default, and also any and all
damages to the demised premises caused by any act or neglect of Sub-Lessee.

4. Options to Renew.
----------------

With respect to the Premises, Sub-Lessee shall have the same rights and
privileges under this Sublease as Sub-Lessor has under the Prime Lease. Where
the exercise or existence of such rights under the Prime Lease are conditioned
upon the giving of notice to Owner, Sub-Lessee shall exercise such rights under
the Sublease by giving Sub-Lessor written notice of such exercise at least five
(5) days prior to the time specified thereto in the Prime Lease. Sub-Lessor
will take all necessary or reasonable actions requested by Sub-Lessee to effect
the exercise of any such rights under the Prime Lease.

5. Affirmative Covenants of the Sub-Lessee.
---------------------------------------

Sub-Lessee covenants and agrees that it will without demand:

-15-

(a) Payment of Rent.
---------------

Pay the rent and all other charges herein reserved as rent on the days and
times and at the place that the same are made payable, without fail, and if Sub-
Lessor shall at any time or times accept said rent or rent charges after the
same shall have become due and payable, such acceptance shall not excuse delay
upon subsequent occasions, or constitute or be construed as a waiver of any of
Sub-Lessor's rights.

(b) Cleaning, Repairing, Etc.
------------------------

Pay for trash removal and janitorial service and otherwise keep the demised
premises clean and free from all ashes, dirt and other refuse matter; replace
all glass windows or doors broken by Sub-Lessee and be responsible for repairs
of $100 or less and minor interior repairs; keep all waste and drain pipes
within the demised premises open; keep the Premises in good order and repair as
they now are, reasonable wear and tear and damage by accidental fire or other
casualty (i) not occurring through the negligence of Sub-Lessee or its employees
or agents or (ii) occurring through the negligence of Sub-Lessee or its
employees or agents but covered by Sub-Lessor's insurance excepted. The Sub-
Lessee agrees to surrender the demised premises in the same condition in which
Sub-Lessee has herein agreed to keep the same during the continuance of this
Lease, reasonable wear and tear and damage by fire or other casualty excepted.

Comply with any requirements of any of the constituted public authorities,
and with the terms of any State or Federal statute or local ordinance or
regulation applicable to Sub-Lessee's use of the demised premises, and save Sub-
Lessor harmless from penalties, fines, costs or damages resulting from failure
so to do.

(d) Fire.
----

Use reasonable precaution against fire.

(e) Surrender of Possession.
-----------------------

Peaceably deliver up and surrender possession of the demised premises to
the Sub-Lessor at the expiration or sooner termination of this Lease promptly
delivering to Sub-Lessor at its office all keys for the demised premises.

(f) Notice of Fire Etc.
------------------

Give to Sub-Lessor prompt written notice of any accident, fire or damage
occurring on or to the demised premises.

-16-

6. Negative Covenants of Sub-Lessee.
--------------------------------

Sub-Lessee covenants and agrees that it will do none of the following
things without the consent in writing of Sub-Lessor first had and obtained, such
consent to not be unreasonably withheld by Sub-Lessor:

(a) Use of Premises.
---------------

Occupy the demised premises in any manner or for any purpose other than for
the storage and distribution of office supplies and related products.

(b) Assignment and Subletting.
-------------------------

Assign, mortgage or pledge this Sublease or under-let or sublease the
demised premises, or any part thereof, or permit any other person, firm or
corporation to occupy the demised premises, or any part thereof; nor shall any
assignee or Sub-Lessee further assign, mortgage or pledge this Sublease or any
other such sublease, without an additional written consent by Sub-Lessor and the
Owner and without such consent, no such assignment mortgage or pledge shall be
valid. Sub-Lessor shall not unreasonably withhold its consent. If the Sub-
Lessee becomes insolvent, or makes an assignment for the benefit of creditors,
or if a petition in bankruptcy is filed by or against the Sub-Lessee, and such
petition is not dismissed within 60 days, or a xxxx in equity or other
proceeding for the appointment of a receiver for the Sub-Lessee is filed, or if
the real or personal property of the Sub-Lessee shall be sold or levied upon by
any Sheriff, Marshal or Constable, the same shall be a violation of this
covenant. Notwithstanding the foregoing, Sub-Lessee may assign this Sublease to
a wholly-owned subsidiary of U.S. Office Products Company without the consent of
Sub-Lessor or Owner so long as such assignee agrees to assume and be bound by
the terms of this Sublease and has the financial creditworthiness at least equal
to Sub-Lessee.

Place or allow to be placed any stand, booth, sign or show case upon the
doorsteps, vestibules or outside walls or pavements of said premises, or paint,
place, erect or cause to be painted, placed or erected any sign, projection or
devise on or in any part of the premises. Sub-Lessee shall remove any sign,
projection or devised painted, placed or erected, if permission has been
granted, and restore the walls, etc to their former conditions, at or prior to
the expiration of this Lease. In case of the breach of this covenant (in
addition to all other remedies given to Sub-Lessor in case of the breach of any
conditions or covenants of this Lease) Sub-Lessor shall have the privilege of
removing said stand, booth, sign, showcase, projection or device, and restoring
said walls, etc., to their former condition, and Sub-Lessee, at Sub-Lessor's
option, shall be liable to Sub-Lessor for any and all expenses so incurred by
Sub-Lessor. Notwithstanding the foregoing, Sub-Lessee shall have the right to
place a sign above the dock doors and on the man door from the docks, so long as
such signs are not illuminated and in compliance with all applicable laws and
regulations.

-17-

(d) Alterations, Improvements.
-------------------------

Make any alterations or improvements to the demised premises. In the event
such alterations and improvements are made with Sub-Lessor's consent, all such
alterations and improvements shall remain the property of Sub-Lessor on the date
of termination of this Lease or at the option of Sub-Lessor, determined at the
time consent is granted, shall be removed by Sub-Lessee at Sub-Lessee's expense
upon termination.

(e) Machinery.
---------

Use or operate any machinery that is harmful to the building or Owner's
employees.

(f) Weights.
-------

Place any weights in any portion of the demised premises beyond the safe
carrying capacity of the structure.

(g) Fire Insurance.
--------------

Do or suffer to be done, any act, matter or thing objectionable to the fire
insurance companies whereby the fire insurance or any other insurance now in
force or hereafter to be placed on the demised premises, or any part thereof, or
on the building of which the demised premises may be a part, shall become void
or suspended, or whereby the same shall be rated as a more hazardous risk than
at the date of execution of this Sublease, or employ any person or persons
objectionable to the fire insurance companies or carry explosive matter of any
kind (other than customary office and cleaning supplies in accordance with all
applicable environmental, health, and safety laws) in and about the demised
premises.

(h) Removal of Goods.
----------------

Remove, attempt to remove or manifest an intention to remove Sub-Lessee's
goods or property from or out of the demised premises otherwise than in the
ordinary and usual course of business, without having first provided notice to
Sub-Lessor.

(i) Vacate Premises.
---------------

Without providing Sub-Lessor prior written notice, vacate or desert said
premises during the term of this Lease, or permit the same to be empty and
unoccupied.

7. Sub-Lessor's Rights.
-------------------

Sub-Lessee covenants and agrees that Sub-Lessor shall have the right to do
the following things and matters in and about the demised premises:

-18-

(a) Inspection of Premises.
----------------------

At all reasonable times, upon reasonable notice, by itself or its duly
authorized agents to go upon and inspect the demised premises and every part
thereof, and/or at its option to make repairs, alterations and additions to the
demised premises or the building of which the demised premises is a part;
provided that Sub-Lessor agrees to use its reasonable best efforts to minimize
any disruption to Sub-Lessee's business operations.

(b) Sale or Rent Sign - Prospective Purchases or Tenants.
----------------------------------------------------

To display a "For Sale" sign at any time, and also, after notice from
either party of intention to terminate this Sublease, or at any time within
three months prior to the expiration of this Sublease, a "For Rent" sign, or
both "For Rent" and "For Sale" signs; and all of said signs shall be placed upon
such part of the Premises as Owner or Sub-Lessor shall require. Prospective
purchasers or tenants authorized by Owner or Sub-Lessor may inspect the Premises
at reasonable hours, upon reasonable notice.

8. Insurance.
---------

Sub-Lessee shall, at Sub-Lessee's expense, obtain and keep in force during
the term of this Sublease a policy of Combined Single Limit, Bodily Injury and
Property Damage insurance insuring Sub-Lessor and Sub-Lessee against any
liability arising out of Sub-Lessee's use or occupancy of the Premises and all
areas appurtenant thereto. Such insurance shall be a combined single limit
policy in an amount not less than One Million ($1,000,000) Dollars. The policy
shall contain cross liability endorsements and shall insure performance by Sub-
Lessee of the indemnity provisions of Paragraph 9(c). The limits of said
insurance shall not, however, limit the liability of Sub-Lessee hereunder. In
the event that the premises constitute a part of a larger property said
insurance shall have a Sub-Lessor's Protective Liability endorsement attached
thereto. If Sub-Lessee shall fail to procure and maintain said insurance Sub-
Lessor may, but shall not be required to, procure and maintain the same, but at
the expense of Sub-Lessee.

9. Further Insurance.
-----------------

(a) Property Insurance.
------------------

Sub-Lessor shall obtain and keep in force during the term of this Lessee a
policy or policies of insurance covering loss or damage to the premises, but not
Sub-Lessee's fixtures, equipment, tenant improvements or tenant inventories, in
the amount of the full replacement value thereof, providing protection against
all perils included within the classification of fire, extended coverage,
vandalism, malicious mischief special extended perils (all risk) but not plate
glass insurance. In the event that the Premises contains sprinklers then the
insurance coverage shall include sprinkler leakage insurance.

-19-

(b) Insurance Policies.
------------------

Insurance required hereunder shall be in companies holding a "General
Policyholders Rating" of B-plus or better as set forth in the most current issue
of "Best Insurance Guide". Sub-Lessee shall deliver to Sub-Lessor certificates
evidencing the existence and amounts of such insurance described in Paragraph 8.
No such policy shall be cancelable except after ten (10) days' prior written
notice to Sub-Lessor and Sub-Lessee. Neither Sub-Lessor nor Sub-Lessee shall do
or permit to be done anything that shall invalidate the required insurance
policies.

Sub-Lessee shall indemnify and hold harmless Sub-Lessor from and against
any and all claims arising from Sub-Lessee's use of the Premises, or from the
conduct of Sub-Lessee's business or from any activity, work or things done,
permitted or suffered by Sub-Lessee in or about the Premises and shall further
indemnify and hold harmless Sub-Lessor from and against any and all claims
arising from any breach or default in the performance of any obligation on Sub-
Lessee's part to be performed under the terms of this Lease, or arising from any
negligence of the Sub-Lessee, or any of Sub-Lessee's agents, contractors, or
employees, and from and against all costs, reasonable attorney's fees, expenses
and liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon; and in case any action or proceeding be brought
against Sub-Lessor by reason of any such claim Sub-Lessee, upon notice from Sub-
Lessor, shall defend the same at Sub-Lessee's expense.

(d) Release and Waiver of Subrogation.
---------------------------------

Sub-Lessor and Sub-Lessee each hereby release all causes of action and
rights of recovery against each other and their respective agents, officers, and
employees for any loss, regardless of cause or origin, to the extent of any
recovery to either party from any policy(s) of insurance carried or required to
be carried hereunder. Sub-Lessor and Sub-Lessee agree that any policies
presently existing or obtained on or after the date hereof (including renewals
of present policies) shall include a clause or endorsement to the effect that
any such release shall not adversely affect or impair said policies or prejudice
the right of the releasor to recover thereunder.

10. Responsibility of Sub-Lessor.
----------------------------

(a) Total Destruction of Premises.
-----------------------------

In the event that the demised premises is totally destroyed or so damaged
by fire or other casualty not occurring through the negligence of Sub-Lessee or
its employees or agents or (ii) occurring through the negligence of Sub-Lessee
or its agents or employees but covered by Sub-Lessor's insurance, that the same
cannot be repaired or restored within a reasonable time, this Sublease shall
absolutely cease and terminate, and the rent shall xxxxx for the balance of the
term and the security deposit and any prepaid rents shall be returned to Sub-
Lessee.

-20-

(b) Partial Destruction of Premises.
-------------------------------

If the damage caused as above be only partial and such that the Premises
can be restored to their then condition within a reasonable time, the Sub-Lessor
shall restore the same with reasonable promptness, reserving the right to enter
upon the demised premises for that purpose. The Sub-Lessor also reserves the
right to enter upon the demised premises whenever necessary to repair damage
caused by fire or other casualty to the building of which the demised premises
is a part, even though the effect of such entry be to render the demised
premises or a part thereof untenantable. In either event the rent shall be
apportioned and suspended during the time the Sub-Lessor is in possession raking
into account the proportion of the demised premises rendered untenantable and
the duration of the Sub-Lessor's possession. If the damage caused as above be
only partial, and such that the same cannot be repaired or restored within a
reasonable time, this Sublease shall absolutely cease and terminate, and the
rent shall xxxxx for the balance of the term and the security deposit and
prepaid rents shall be returned to Sub-Lessee.

Sub-Lessor shall repair the Premises or terminate this Lease by giving
notice thereof to Sub-Lessee within thirty (30) days from the day Sub-Lessor
received notice that the demised premises had been destroyed or damaged by fire
or other casualty and shall promptly and diligently pursue such repairs to
completion.

(d) Damage for Interruption of Use.
------------------------------

Sub-Lessor shall not be liable for any damage, compensation or claim by
reason of inconvenience or annoyance arising from the necessity of repairing any
portion of the building, the interruption in the use of the Premises, or the
termination of this Lease by reason of the destruction of the Premises.

(e) Representation of Condition of Premises.
---------------------------------------

The Sub-Lessor has let the demised premises in their present condition and
without any representations on the part of the Sub-Lessor, its officers,
employees, servants and/or agents; however, the Sub-Lessor represents that the
Premises and its systems comply with all applicable laws and are in good working
order and repair.

11. Structural Maintenance; Heat.
----------------------------

Owner shall be responsible for all structural maintenance of the demised
premises as well as maintenance of the heating, ventilation and air conditioning
equipment. Sub-Lessor shall supply heat for the demised premises as currently
provided at no charge to Sub-Lessee.

-21-

12. Truck Access.
------------

Sub-Lessee shall have access to the rear of the demised premises at two (2)
loading docks for delivery and pickup truck traffic. Under no circumstances
shall Sub-Lessee disrupt parking facilities provided for Owner's employees.

13. Remedies of Sub-Lessor.
----------------------

If the Sub-Lessee:

(a) Does not pay in full when due any and all installments of rent
and/or any other charge or payment herein reserved, included or agreed to be
treated or collected, as rent and/or any other charge, expense, or cost herein
agreed to be paid by the Sub-Lessee; or

(b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or

(d) Becomes insolvent, or makes an assignment for the benefit of
creditors, or if a petition in bankruptcy is filed by or against the Sub-Lessee,
and such petition is not dismissed within 60 days, or a xxxx in equity or other
proceeding for the appointment of a receiver for the Sub-Lessee is filed, or if
proceedings for reorganization or for composition with creditors under any State
or Federal law is instituted by or against Sub-Lessee, and such proceedings are
not dismissed within 60 days, or if the real or personal property of the Sub-
Lessee shall be sold or levied upon by any Sheriff, Marshal or Constable;

Then and in such an event if the default or failure to perform by Sub-
Lessee shall continue for more than two (2) working days (for a monetary
default) or thirty (30) calendar days (for a non-monetary default) following
Sub-Lessee's receipt of a written notice of default from Sub-Lessor:

(1) The rent for the entire unexpired balance of the term of
this Sublease, as well as all other charges, payments, costs and expenses
herein agreed to be paid by the Sub-Lessee, or at the option of Sub-Lessor
any part thereof and also all costs shall, in addition to any and all
installments of rent already due and payable and in arrears and/or any
other charge or payment herein reserved, included or agreed to be treated
or collected as rent, and/or any other charge, expense or cost herein
agreed to be paid by the Sub-Lessee which may be due and payable and in
arrears, become due and payable and in arrears as if by the terms and
provisions of this Sublease, the whole balance of unpaid rent and other
charges, payments, taxes, costs and expenses were on the date payable in
advance; and if this Sublease or any part thereof is assigned, or if the
premises or any part thereof is sublet Sub-Lessee hereby irrevocably
constitutes and appoints Sub-Lessor as Sub-Lessee's agent to collect the
rents due by such assignee or Sub-Lessee and apply the same to the rent due
hereunder without in any way affecting Sub-Lessee's obligation to

-22-

pay any unpaid balance of rent due hereunder; or in the event of any of the
foregoing at any time at the option of Sub-Lessor;

(2) This Sublease and the terms hereby created shall terminate
and become absolutely void without any right on the part of the Sub-Lessee
to save the forfeiture by payment of any sum due or by other performance of
any condition, term or covenant broken; whereupon, Sub-Lessor shall be
entitled to recover damages for such breach in an amount equal to the
amount of rent reserved for the balance of the term of this Lease less the
fair rental value actually received by Sub-Lessor for the residue of said
term.

14. Ejectment.
---------

When this Lease shall be determined by condition broken, either during the
original term of this Lease or any renewal or extension thereof and also when
and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Sub-Lessee to file
an agreement for entering in any competent court an amicable action and judgment
in ejectment against Sub-Lessee and all persons claiming under Sub-Lessee for
the recovery by Owner or Sub-Lessor of possession of the herein demised
premises, for which this Lease shall be his sufficient warrant, whereupon, if
Owner or Sub-Lessor so desires, a writ of possession may issue forthwith,
without any prior proceedings whatsoever, and provided that if for any reason
after such action shall have been commenced the same shall be terminated and the
possession of the Premises hereby demised remain in or be restored to Sub-
Lessee, Owner or Sub-Lessor shall have the right upon any subsequent default or
defaults, or upon the termination of this Lease as hereinbefore set forth, to
bring one or more amicable action or actions as hereinbefore set forth to
recover possession of the said Premises.

15. Remedies Cumulative.
-------------------

All of the remedies herein before given to Sub-Lessor and all rights and
remedies given to it by law and equity shall be cumulative and concurrent. No
termination of this Sublease or the taking or recovering of the Premises shall
deprive Sub-Lessor of any of its remedies or actions against the Sub-Lessee for
rent due at the time or which, under the terms hereof, would in the future
become due as if there has been no termination 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 termination nor shall the bringing of any action for rent or breach of
covenant, or the resort to any other remedy herein provided for the recovery of
rent be construed as a waiver of the right to obtain possession of the Premises.

16. Condemnation.
------------

In the event that the demised premises or any part thereof is taken or
condemned for a public or quasi-public use, this Lease shall, as to the part so
taken, terminate as of the date title shall vest in the condemnor, and rent
shall xxxxx in proportion to the square feet of leased space taken or condemned
or shall case if the entire Premises be so taken. In either event the Sub-
Lessee waives all claims against the Sub-Lessor by reason of the complete or
partial taking of the

-23-

demised premises relating to the leasehold, but not to Sub-Lessee's property or
improvements, moving or relocation costs.

17. Vacating Premises.
-----------------

The Sub-Lessee agrees to promptly vacate the Premises at the termination of
the Lease term hereunder and any renewal thereof.

18. Security Deposit.
----------------

The Sub-Lessee agrees to provide to the Sub-Lessor a security deposit in
the amount of $5,500.00 at or prior to the commencement date of this Lease.
Said sum shall be held by Sub-Lessor as security for the faithful performance by
Sub-Lessee of all the terms, covenants and conditions of this Sublease to be
kept and performed by Sub-Lessee and not as an advance rental deposit or as a
measure of Sub-Lessors damage in case of Sub-Lessee's default. If Sub-Lessee
defaults with respect to any provision of this Sublease, Sub-Lessor may use any
part of this security deposit for the payment of any rent or any other sum in
default, or to compensate Sub-Lessor for any other loss or damage which Sub-
Lessor may incur, spend or become obligated to spend by reason of Sub-Lessee's
default, or to compensate Sub-Lessor for any other loss or damage which Sub-
Lessor may suffer by reason of Sub-Lessee's default. If any portion is so used,
Sub-Lessee shall within five (5) days after written demand therefor, deposit
with Sub-Lessor an amount sufficient to restore the security deposit to its
original amount. Sub-Lessee's failure to do so shall be a material breach of
this Sublease. If Sub-Lessee shall fully and faithfully perform every provision
of this Sublease to be performed by it, the security deposit or any balance
thereof shall be returned after termination of this Sublease when Sub-Lessor
shall have reasonably determined that all of Sub-Lessee's obligations have been
fulfilled.

19. Notices.
-------

All notices required hereunder shall be by registered mail, return receipt
requested, addressed to the parties as follows:

If to Owner:

Dauphin Associates, Inc.
0000 X.00xx Xxxxxx
P.O. Box 2206
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: President

If to Sub-Lessee:

US Office Products, Central Pennsylvania District, Inc.
000 Xxxxxx Xxxx.
XX Xxx 0000 Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx

-24-

US Office Products Company
0000 Xxxxxx Xxxxxxxxx Xx. XX
Xxxxx 000 Xxxx
Xxxxxxxxxx, X.X. 00000
Attention: General Counsel

If to Sub-Lessor:

Xxxxxxxxxxxxxx.xxx LLC
0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx - President

Law Office of Xxxxxxx Xxxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

20. Lease Contains All Agreements.
-----------------------------

It is expressly understood and agreed by and between the parties hereto
that this Sublease sets forth all the promises, agreements, conditions and
understandings between Owner, Sub-Lessor and Sub-Lessee relative to the sublease
by Sub-Lessee of the demised premises, and that there are no promises,
agreements, conditions or understandings, either oral or written, between them
on such subject matter other than are herein set forth. It is further
understood and agreed that, except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this Sublease shall be binding upon
Sub-Lessor or Sub-Lessee unless reduced to writing and signed by them.

21. Successors and Assignees.
------------------------

All rights and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several and respective successors
and assigns of said parties. No rights, however, shall inure to the benefit of
any assignee of Sub-Lessee unless the assignment to such assignee has been
approved by Sub-Lessor and Owner in writing as aforesaid, or is otherwise
permitted under the terms of paragraph 6(b) hereof.

22. Headings No Part of Lease.
-------------------------

Any headings preceding the text of the several paragraphs and subparagraphs
hereof are inserted solely for convenience of reference and shall not constitute
a part of this Sublease nor shall they affect its meaning, construction, or
effect.

23. Interpretation.
--------------

-25-

This Lease shall be interpreted in accord with the laws of the Commonwealth
of Pennsylvania.

24. Quiet Enjoyment.
---------------

(a) Sub-Lessor covenants that it has the right to make this Sublease
for the term aforesaid, and that if Sub-Lessee shall pay the rent and perform
all of the covenants, terms, and conditions, and agreements of this Sublease to
be performed by Sub-Lessee, Sub-Lessee shall, during the term hereof, freely,
peaceably, and quietly occupy and enjoy the full possession of the demised
premises without molestation, hindrance, or ejection by Sub-Lessor.

(b) Sub-Lessor covenants not to take any action or fail to take any
action under the terms of the Prime Lease which would in any way preclude or
diminish the full enjoyment of any and all privileges of Sub-Lessee under the
terms of this Sublease. In furtherance of the foregoing, the Sub-Lessor hereby
appoints Sub-Lessee as its attorney-in-fact to exercise any options or rights
granted to Sub-Lessor under the terms of the Prime Lease. The foregoing
appointment of Sub-Lessee as Sub-Lessor's attorney-in-fact shall be deemed to be
a power coupled with an interest and irrevocable. Sub-Lessor shall not in any
way modify the provisions of the Prime Lease or exercise any of the rights or
privileges thereunder without Sub-Lessee's prior written consent.

IN WITNESS WHEREOF, the parties have hereto caused their authorized
officers to set their hands and the respective corporate seals the day and year
first above written.

WITNESS: XXXXXXXXXXXXXX.XXX LLC

/s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxx
------------------------- -------------------------
By: Xxxxxx Xxxxxxx
President

WITNESS: US OFFICE PRODUCTS, CENTRAL PENNSYLVANIA
DISTRICT, INC.

/s/ illegible
------------------------- By: /s/ illegible
----------------------------
Title: Vice President
-------------------------

-26-

EXHIBIT "A"
-----------

Premises
--------

-27-

[COMPANY LOGO APPEARS HERE]

August 17, 1999

QTL Corporation
Attn: President
0000 Xxxxxx Xx.
Xxxxxxx, XX 00000

Re: Lease of Warehouse Space
0000 X. 00/xx/ Xx., Xxxxxxxxxx, XX

Dear Sir:

Pursuant to the terms of our lease agreement dated January 24, 1997 for
subject property, in particular to paragraph 5.(b), we consent to your
subleasing the space to U.S. Office Products, Central Pennsylvania
District, Inc. on or about September 1, 1999. We request that you send us
a copy of the sublease agreement after it has been executed.

This consent does not change any terms of the lease agreement between QTL
and Dauphin Associates, nor does it relieve QTL of any obligations under
the lease. QTL will continue to make payments to Dauphin through the
balance of the lease term.

Sincerely,

/s/ Xxxxxx X. Xxxxxxxx
Executive Vice President

Cc: Xx. Xxxx Xxxxxxxx--CIR

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