EXHIBIT 10.34 LEASE AGREEMENT --------------- THIS AGREEMENT, made the 5th day of May two thousand (2000), by and between PAINTERS' CROSSING ONE ASSOCIATES, L.P., (hereinafter called "Landlord"), of the one part, and ENDO PHARMACEUTICALS INC.,...

EXHIBIT 10.34

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

THIS AGREEMENT, made the 5th day of May two thousand (2000), by and between
PAINTERS' CROSSING ONE ASSOCIATES, L.P., (hereinafter called "Landlord"), of the
one part, and ENDO PHARMACEUTICALS INC., (hereinafter called "Tenant"), a
Corporation, (incorporated in Delaware), of the other part.

1. DEMISED PREMISES.

Landlord does hereby demise and let unto Tenant Lot # 2,containing
approximately four (4) acres,in the Painters' Crossing Office Campus including a
building to be constructed thereon to be known as Painter's Crossing One
Building ("Building") consisting of approximately 47,756 square feet as shown on
Exhibit "A" attached hereto and made a part hereof (hereinafter called Demised
Premises) in the Township of Chadds Ford, the County of Delaware, in the
Commonwealth of Pennsylvania, to be used and occupied as office space and for no
other purpose.

2. TERM.

a. Term. The Lease shall be for a term of ten (10) years (hereinafter
called "Demised Term") beginning on the "Commencement Date", as hereinafter
defined, unless terminated earlier as set forth herein, and ending on the last
day of the 120th full month following the Commencement Date ("Expiration Date"),
at the rent as hereinafter set forth.

b. Commencement Date. The Commencement Date shall be the date
Landlord delivers possession of the Demised Premises to Tenant but no sooner
than April 1, 2001.

If the Commencement Date would be on a Saturday, Sunday or a holiday,
the Commencement Date shall be the first business day following such Saturday,
Sunday or holiday. Within thirty (30) days after the Commencement Date, the
parties shall confirm in writing the Commencement Date and the Expiration Date.

c. Substantial Completion. "Substantially Complete" shall mean (but
be no sooner than April 1, 2001): (I) the completion of improvements to the
Demised Premises in accordance with the Plans ("Improvements") (a) so that
Tenant can use the Demised Premises for its intended purposes, and (b) the

incomplete items shall be minor (for example, touch up plastering and painting
of walls and ceilings, missing, chipped or broken fixtures, carpet repair or
cleaning, mechanical adjustments to HVAC system and other similar Punchlist
items); (ii) the Landlord has obtained a permanent certificate of occupancy;
(iii) the Common Area Facilities are fully usable by tenant and (iv) the Demised
Premises is in broom clean condition.

d. Inspection and Punchlist. After notice from Landlord of
Substantial Completion, the parties shall inspect the Demised Premises and
prepare a Punchlist of any items not completed in accordance with the Plans.
Landlord will cause the contractor to complete the items on the Punchlist within
thirty (30) days after the Commencement Date, provided that workmen and the
necessary materials are available, but in no event shall such completion take
longer than sixty (60) days; except for items which are incomplete because of
special order requested by Tenant, and Landlord shall complete such special
order items within thirty (30) days of receipt. This section does not apply to
change order items. If such Punchlist items are not completed within sixty (60)
days, Tenant may complete such items and xxxx Landlord for the cost. Landlord
will be required to reimburse Tenant within thirty (30) days of receipt of such
xxxx.

e. Notice. Landlord shall give Tenant ten (10) days notice of the
estimated Substantial Completion date if it will be different from April 1, 2001
("Commencement Date"), and Landlord shall be entitled to a corresponding
extension of time to complete such Improvements. If the estimated Substantial
Completion date changes at any time after Landlord has previously given notice,
then Landlord shall give an additional ten (10) days advance written notice of
the new estimated Substantial Completion date with the corresponding extension
of time. In the case of an emergency causing delays in the last ten (10) days
prior to the Commencement Date, Landlord shall give such notice as is reasonably
possible.

3. SECURITY DEPOSIT.

The Tenant has deposited with the Landlord, at the signing of this Lease,
the sum of Eighty-Three Thousand, Nine Hundred Seventy and 97/100 Dollars
($83,970.97) as security for the full and faithful performance by the Tenant of
all the terms of this Lease required to be performed by the Tenant. The Landlord
may not commingle the Security Deposit with its other funds or monies. Landlord
shall establish an interest-bearing account on behalf of Tenant and shall
deposit Tenant's security deposit in such account. The security deposit, plus
interest, shall be returned to the Tenant after the expiration of this Lease,
provided the Tenant has fully and faithfully carried out all of its terms. In
the event of a bona fide sale of the Demised Premises, the Landlord shall have
the right to transfer such security deposit to the

purchaser to be held under the terms of this Lease, and the Landlord shall be
released from all liability for the return of such security deposit to the
Tenant.

4. ANNUAL BASE RENT.

During the first five (5) years of the Lease Term, the Annual Base Rent
shall be One Million Seven Thousand Six Hundred Fifty-One and 60/100 Dollars
($1,007,651.60) lawful money of the United States of America, payable in monthly
installments in advance during the said term of this Lease, or any renewal
hereof, in sums of Eighty Three Thousand Nine Hundred Seventy and 97/100 Dollars
($83,970.97) on the first day of each month, rent to begin on the Commencement
Date. Rent due and payable without demand, or offset at the office of Landlord
(Attention: Accounting Department).

During the last five (5) years of the Lease Term, the Annual Base Rent shall
be One Million One Hundred Twenty- Seven Thousand Forty-One and 60/100 Dollars
($1,127,041.60) lawful money of the United States of America, payable in monthly
installments in advance during the said term of this Lease, or any renewal
hereof, in sums of Ninety Three Thousand Nine Hundred Twenty and 13/100 Dollars
($93,920.13) on the first day of each month, rent to begin on the first day
after five (5) years following the Commencement Date.

5. ESCALATION.

If Landlord's Operating Expense for any Operating Year shall be greater than
the Operating Expense Allowance up to Four and 50/100 Dollars ($4.50) per square
foot Tenant shall pay to Landlord as additional rent the Operating Expense
Adjustment, being the difference between the Operating Expense and the Operating
Expense Allowance. If Tenant occupies the Demised Premises or portion thereof
for less than a full Operating Year, the Operating Expense Adjustment will be
calculated in proportion to the amount of time in such Operating Year that
Tenant occupied the Demised Premises.

Such Operating Expense Adjustment shall be paid in the following manner:
within one hundred twenty (120) days following the last day of the first and
each succeeding Operating Year ("Expense Adjustment Date"), Landlord shall
furnish Tenant an Operating Expense Statement as defined below. Within thirty
(30) days following the receipt of such Operating Expense Statement, Tenant
shall pay to Landlord as additional rent the Operating Expense Adjustment, if
any, for such previous Operating Year. Commencing with the first month of the
second Operating Year and each year thereafter, Tenant shall be

obligated to pay to Landlord, on account of the Operating Expense Adjustment for
such Operating Year, monthly installments in advance equal to one twelfth
(1/12th) of Landlord's estimate of the Operating Expense Adjustment for such
Operating Year ("Estimated Operating Expense Adjustment"). Landlord shall
provide Tenant with the Estimated Operating Expense Adjustment for the current
year at the same time as Landlord provides Tenant with the Operating Expense
Statement for the prior year. In the event that Tenant has not received the
Estimated Operating Expense Adjustment statement prior to the commencement of
the third month of the Operating Year, Tenant shall continue to pay the previous
year's Operating Expense Adjustment. However, Tenant shall be obligated to pay
Landlord's invoice for the monthly installment of Estimated Operating Expense
Adjustment for the third month of the Operating Year (and the fourth month, if
the Estimated Operating Expense Adjustment is not delivered by Landlord to
Tenant before the beginning of the fourth month) within fifteen (15) days after
delivery of the invoice for the Estimated Operating Expense Adjustment payments
throughout the Operating Year and shall pay the eleventh and twelfth
installments of the Operating Expense Adjustment during the first and second
months of the succeeding Operating Year. On the next succeeding Expense
Adjustment Date, Tenant shall pay to Landlord (or Landlord shall credit to
Tenant) any deficiency (or excess) between the installments paid on account of
the preceding year's Estimated Operating Expense Adjustment and the actual
Operating Expense Adjustment for such Operating Year.

As used in this Paragraph 5 and Section 1 (Reference Data) where applicable,
the following words and terms shall be defined as hereinafter set forth:

a. Operating Year. Shall mean each calendar year, or such other
period of twelve (12) months as hereafter may be adopted by Landlord as its
fiscal year, occurring during the Demised Term.

b. Operating Expense Allowance. Shall mean Two Hundred Fourteen
Thousand Nine Hundred Two and 00/100 Dollars ($214,902.00) per year, Four and
50/100 Dollars ($4.50) per square foot An estimate of the first year's operating
costs is attached hereto as Exhibit "B".

c. Operating Expense Statement. Shall mean a statement in writing
signed by Landlord, setting forth in reasonable detail (1) the Operating Expense
for the preceding Operating Year, (2) the Operating Expense Allowance and (3)
the Tenant's Operating Expense Adjustment for such Operating Year, if any, or
portion thereof. The Operating Expense Statement shall constitute a final
determination as between Landlord and Tenant of the Operating Expense and the
Operating Expense Adjustment for any Operating Year.

d. Operating Expense. Shall mean the following expenses incurred by
Landlord in connection with the operation, repair and maintenance of the
building and land of which the Demised Premises is a part:

1. Wages, salaries, fees and other compensation and payments
and payroll taxes and contributions to any social security, unemployment
insurance, welfare, pension or similar fund and payments for other fringe
benefits required by law or by union agreement (or, if the employees or any of
them are nonunion, then payments for benefits comparable to those generally
required by union agreement in first-class office buildings in the Philadelphia
suburban area, which are unionized) made to or on behalf of all employees of
Landlord performing services rendered in connection with the operation,
maintenance, management and administration of the building and the land of which
the Demised Premises is a part, including, without limitation, payments made
directly to or through independent contractors for performance of such services.

2. Cleaning and maintenance costs for the building and the
land of which the Demised Premises is a part, including the windows, sidewalks
and parking lots, all snow and rubbish removal and lawn and grounds landscape
care (including separate contracts therefor) and the costs of all labor,
supplies, equipment and materials incidental thereto.

3. Real estate taxes and other taxes or charges levied in
lieu of such taxes, general and special public assessments, charges imposed by
any governmental authority pursuant to anti-pollution or environmental
legislation, taxes on the rentals of the building of which the Demised Premises
is a part, or the use, occupancy or renting of space therein.

4. Premiums and fees for fire and extended coverage
insurance, insurance against loss of rentals for space in the building of which
the Demised Premises is a part and public liability insurance, all in amounts
and coverages (with additional policies against additional risks) as may be
required by Landlord or the holder of any mortgage on the building of which the
Demised Premises is a part.

5. Water and sewer service charges and other utility charges
not separately metered to tenants in the building of which the Demised Premises
is a part.

6. Building maintenance and repair costs, repairs and
replacements of building supplies and equipment, snow and trash removal and
paving (including parking lots), lawn and general grounds upkeep, maintenance
and repair, and the costs of all labor, material and supplies incidental
thereto.

7. Management fees in the amount of two percent (2%) payable
to the managing agent for the building, if any, and if there shall be no
managing agent or if the managing agent is a company affiliated with Landlord,
the management fees that would customarily be charged for the management of the
building by an independent, first-class managing agent in the Philadelphia
suburban area.

8. The cost of operating and maintaining any security system
installed to protect the building of which the Demised Premises is a part and
the tenants thereof.

9. Any regular or special assessments levied against the
Building pursuant to any Declaration of Protective Covenants and Easements now
or hereafter affecting the land on which the Building is located and any and all
expenditures of Landlord in connection with the operation, repair or maintenance
of the land or the building of which the Demised Premises is a part which are
proper expenses in accordance with generally accepted accounting principles
consistently applied with respect to the operation, repair and maintenance of
the first-class office buildings in the Philadelphia suburban area.

Operating Expense shall be "net" and, for that purpose, shall be reduced by
the amounts of 1) any reimbursement or credit received or receivable by Landlord
with respect to an item of cost that is included in Operating Expense (other
than reimbursements to Landlord by tenants of the building pursuant to Operating
Expense escalation provisions) and 2) any cash, trade, or quantity discounts
received by Landlord in connection with the purchase of any goods, utilities, or
services in connection with the operation of the Demised Premises.

To the extent that any item of Operating Expense is incurred in common with
another building or lot in the same office park of Landlord, such items of
expense shall be apportioned equitably among the properties in such office park.

If Landlord shall eliminate the payment of any wages or other labor costs or
otherwise reduce the Operating Expense as a result of the installation of new
devices or equipment, or by any other means, then in computing the Operating
Expense the corresponding items shall be deducted from the Operating Expense
Allowance for the Operating Year.

e. Operating Expense Exclusions. Notwithstanding the foregoing,
"Operating Expense" shall not include expenditures for any of the following:

1. The cost of any capital addition made to the building of
which the Demised Premises is a part.

2. Replacements, repairs or other work occasioned by fire,
windstorm or other insured casualty or hazard, to the extent that Landlord shall
receive proceeds of such insurance.

3. Leasing commissions, advertising expenses and other costs
incurred in leasing or procuring new tenants.

4. Repairs or rebuilding necessitated by condemnation.

5. Depreciation and amortization of the building of which the
Demised Premises is a part.

6. The salaries and benefits of executive officers of
Landlord, if any.

7. Electricity and other utilities costs separately metered
to Tenant in the Demised Premises.

6. ADDITIONAL RENT.

a. Tenant agrees to pay as rent in addition to the Annual Base Rent
herein reserved any and all sums which may become due by reason of Tenant's
breach of Lease or the failure of Tenant to comply with all of the covenants of
this Lease and any and all damages, costs and expenses, including

attorney's fees, which the Landlord may suffer or incur by reason of any default
of the Tenant or failure on Tenant's part to comply with the covenants of this
Lease.

b. Tenant further agrees to pay to Landlord as additional rent all
sums due for repairs made to the Demised Premises, replacing of glass windows,
doors, partitions, electric wiring and electric lamps, etc., the keeping of
waste and drain pipes open and repairs and replacements to wash basins and
plumbing, heating and air-conditioning apparatus, which are necessitated by or
caused by misuse or abuse by Tenant, its agents, employees, contractees,
visitors and licensees. The same shall be paid by Tenant to Landlord within
fifteen (15) days after presentation by Landlord to Tenant of bills therefor.

c. Landlord will provide Tenant with one initial xxxxxxx; relamping
will be provided and installed by Landlord free of charge.

7. TIME AND PLACE OF PAYMENT.

Unless provided otherwise herein, all Annual Base Rent shall be payable in
advance without prior notice or demand and without any set off except as
provided herein or in the Reimbursement Letter Agreement, dated May 5, 2000,
whatsoever at the office of Landlord (or at such other place as Landlord may
from time to time designate by notice in writing) and at the times provided for
the payment of the Annual Base Rent as set forth above in Paragraph 4. All
payments of rent by Tenant may be applied to Base Rent, additional rent,
interest or penalties, if any, as Landlord deems appropriate. With respect to
additional rent, if any owed by Tenant, Tenant shall pay such additional rent
within fifteen (15) days of receipt of a xxxx from Landlord for such rent.

8. IMPROVEMENT OF DEMISED PREMISES.

a. Landlord's Work. Landlord shall complete and prepare the Demised
Premises for Tenant's initial occupancy in a good and workmanlike manner in
accordance with Building Plans (Exhibit "C") to be attached hereto when
completed utilizing a general contractor selected by Landlord. Exhibit "C" shall
be initialed for acceptance by both Landlord and Tenant when completed.

b. Materials Used. Landlord shall use materials as outlined on a
Schedule of Construction Specifications and Finishes (Exhibit "C1"), to be
attached hereto when completed and which shall be initialed for acceptance by
both Landlord and Tenant. Landlord reserves the right, however: (1)

to make substitutions of material of equivalent grade and quality when and if
any specified material shall not be readily and reasonably available, and (2) to
make changes necessitated by conditions met in the course of construction,
provided that Tenant's approval of any change shall first be obtained (which
approval shall not be unreasonably withheld) so long as there shall be general
conformity with Tenant's Improvement Plans and Tenant's intended use of the
Demised Premises and which approval must be given or denied (with reasons stated
in the case of denial) within forty-eight (48) hours after request or approval
shall be conclusively deemed to have been given.

c. Tenant Fit-up Allowance. Tenant is hereby granted an allowance up
to a maximum of Twenty Five and 00/100 Dollars ($25.00) per square foot to be
used for Tenant "fit-up" expense based on plans and specifications to be
approved by Landlord prior to the commencement of any work, all of which shall
be performed by Landlord. All plans and specifications prepared by Landlord's
contractors or subcontractors at the direction of Landlord, including, but not
limited to, design fees, preliminary fees, engineering plans and construction
documents, shall be charged against this allowance. To the extent that the
aforementioned expense exceeds the allowance, such excess expense shall be the
sole responsibility of the Tenant. Tenant shall pay Landlord for such excess
Tenant Fit-Up expense within fifteen (15) days after presentation of invoice for
such costs by Landlord.

d. Landlord and Tenant assign the obligations to comply with the
provisions of the Americans With Disabilities Act and the regulations issued
pursuant thereto (collectively the "ADA") as follows:

(1) Tenant agrees to be responsible for compliance of the
Demised Premises with the provisions of the ADA, including the removal of the
barriers, ensuring access to areas of primary function, providing auxiliary aids
and services to persons with disabilities which are needed for effective
communication or for effective use, and compliance with other non-discriminatory
requirements of the provisions of the ADA. In the event that Tenant desires to
improve, alter or amend the Demised Premises so as to comply with the provisions
of the ADA, Tenant shall so advise Landlord in seeking Landlord's approval and
consent to make such improvements, alterations or amendments to the Demised
Premises.

Tenant agrees to indemnify and hold the Landlord harmless
from and against from any all liabilities, costs, expenses, fines and penalties,
including reasonable attorneys' fees, that may be asserted against Landlord,
including injury or death to persons and damages

to property, and the cost of compliance with the provisions of the ADA, arising
out of Tenant's failure to comply with its obligations under this paragraph.

(2) Landlord shall be responsible for the compliance of the
parking lot, entrance to the building and of the common areas to the provisions
of the ADA.

9. POSSESSION.

If the Landlord shall be unable to give possession of the Demised Premises
within thirty (30) days after the Commencement Date, because a certificate of
occupancy has not been procured, or for any other reason whatsoever, the payment
of rent by Tenant shall not commence until possession of the Demised Premises is
given to or the Demised Premises is available for occupancy by the Tenant. The
failure to give possession on the Commencement Date shall not affect the
validity of this Lease or the obligations of the Tenant hereunder, except as
stated in this paragraph, or extend the Demised Term of this Lease, provided,
however, in the event Landlord is unable to give possession on or before June
30, 2001 then Tenant shall have the option of declaring the Lease terminated by
giving Landlord written notification thereof by registered mail on or before
July 10, 2001.

10. ALTERATIONS AND IMPROVEMENTS.

a. Tenant will not make any alterations, improvements or additions to
or about the Demised Premises, or affix or attach any articles to or make any
holes in or about the Demised Premises or the building of which the Demised
Premises is a part without first having submitted plans for same to Landlord for
its prior approval. If said plan receives Landlord's approval, Landlord alone
will make or do the same on behalf of Tenant and for Tenant's benefit, solely at
the cost, expense and risk of Tenant unless otherwise provided in writing;
provided, however, that Tenant may make such minor alterations, improvements or
additions to the Demised Premises such as hanging pictures or installing door
hooks. All alterations, improvements, additions or fixtures, whether installed,
made or placed before or after the execution of this Lease, shall remain upon
the Demised Premises at the expiration or earlier termination of this Lease and
become the property of Landlord unless Landlord shall, at the time Landlord
approves such alterations give written notice to Tenant to remove the same at
the expiration of the Lease term, in which event Tenant shall remove the same at
the expiration of the Lease term and restore the Demised Premises to the same
good order and condition in which it now is; provided, however, trade fixtures
may be removed if there is no existing default under this Lease.

b. Tenant will not lay any linoleum, oil cloth, rubber or other air-
tight covering upon the floors of the Demised Premises, nor fasten articles to
or drill holes or drive nails or screws into the walls or partitions of the
Demised Premises; nor will Tenant paint, paper or otherwise cover or in any way
xxxx, deface or break said walls or partitions; nor make any attachment to the
electric lighting wires of the Demised Premises or building of which the Demised
Premises is a part for storing electricity, running electric fans or motors or
other purposes; nor will Tenant use any method of heating other than that
provided by Landlord provided that Tenant may make such alterations, additions,
improvements, and/or repairs to the extent that such alterations, additions,
improvements, and/or repairs do not exceed $500.00 in cost. If Tenant desires
to have telephone, telegraph or other similar wires and instruments installed on
the Demised Premises, he shall notify Landlord, and Landlord will direct where
and how the same are to be installed. Landlord reserves at all times the right
to require Tenant to install and use in the Demised Premises such electrical
protective devices and to change wires and their placing and arrangement, as
Landlord may deem necessary, and further, to require compliance on the part of
all using or seeking access to such wires with such rules as Landlord may
establish relating thereto; and further reserves, in the event of non-compliance
with such requirements and rules, the right to cut and prevent the use of any
wires to which such non-compliance relates.

c. No contract entered into or that may be subsequently entered into
by Landlord with Tenant, relative to any alterations, additions, improvements or
repairs, nor the failure of Landlord to make such alterations, additions,
improvements or repairs as required by any such contract, nor the making by
Landlord or his agents or contractors of such alterations, additions,
improvements or repairs shall in any way affect the payment of the rent or said
other charges at the time specified in this Lease.

d. Items of a decorative nature, such as small pictures, are not
intended to be prohibited by this paragraph.

11. SIGNS.

Tenant will not erect or place any sign, advertising matter, lettering,
stand, booth, show case, or other matter of any kind in or upon the door, steps,
vestibules, outside walls, outside windows or pavements of the building of which
the Demised Premises is a part. Tenant will not place any sign, advertising
matter, lettering, or other matter of any kind upon the doors giving access into
the Demised Premises or upon the interior walls of the building of which the
Demised Premises is a part without the

prior written approval of Landlord. Notwithstanding the foregoing, after
consultation with Landlord, Tenant may erect or place a sign containing its
company logo on the exterior of the building providing it is in accordance with
the Township ordinances and Tenant has obtained a permit therefor, if a permit
is required. In addition, with the approval of Landlord, which approval shall
not be unreasonably withheld, Tenant may erect a freestanding sign on the
exterior of the Premises in accordance with the ordinance of the Township.

12. MACHINERY, WEIGHTS, LOCKS, INSURANCE RISKS.

a. Tenant will not use or operate in the Demised Premises any
machinery that is in Landlord's opinion harmful to the Demised Premises or
building of which the Demised Premises is a part, or disturbing to tenants
occupying other parts thereof. Normal office business machines are not intended
to be prohibited by this clause.

b. Tenant will not place any weights in any portion of the Demised
Premises which are in Landlord's opinion beyond the safe carrying capacity of
the Demised Premises.

c. Tenant will not place any additional locks upon any doors of the
Demised Premises or permit any duplicate keys to the locks therein to be made
unless access and copies are given to Landlord.

d. Tenant shall not do or suffer to be done any act, matter or thing,
or employ any person as a result of which the fire insurance or any other
insurance now in force or hereafter to be placed on the Demised Premises, or any
part thereof, or the building of which the Demised Premises are 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 carry or have any benzine
or explosive matter of any kind in and about the Demised Premises unless
approved in advance in writing by Landlord.

13. REMOVAL OF GOODS.

a. Tenant will not remove or attempt to remove Tenant's goods or
property from the Demised Premises otherwise than in the ordinary and usual
course of business, without having first paid and satisfied Landlord for all
rent which may be due or become due during the entire term of this Lease.

14. COVENANTS OF TENANT.

Tenant covenants and agrees that it will without demand:

a. Payment. 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 Landlord 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 Landlord's rights. Tenant agrees that any charge or
payment herein reserved, included or agreed to be treated or collected as rent
and/or any other charges or taxes, expenses, or costs herein agreed to be paid
by the Tenant may be proceeded for and recovered by the Landlord in the same
manner as rent due and in arrears.

b. Care of Demised Premises. Keep the Demised Premises in the same
good order in which they now are, reasonable wear and tear and damage by
accidental fire or other casualty alone excepted. Upon completion of Tenant's
inspection of the Demised Premises, Tenant shall acknowledge, in writing, that
the Demised Premises are in good order, condition and repair and require no
alterations, additions or improvements to be made by Landlord except as may be
expressly specified in writing by the parties hereto. In the event of the
failure of Tenant promptly to perform hereunder, Landlord may go upon the
Demised Premises and perform such covenants, the cost hereof, at the sole option
of Landlord, to be charged to Tenant as additional and delinquent rent.

c. Compliance of Laws. Comply with any requirements of any state or
federal statute or local ordinance or regulation applicable to Tenant's use of
the Demised Premises, and save Landlord harmless from penalties, fines, costs or
damages resulting from Tenant's failure so to do.

d. Fire Protection. Use every reasonable precaution against fire.

e. Surrender of Demised Premises. Peacefully deliver up and
surrender possession of the Demised Premises to Landlord upon the expiration or
earlier termination of this Lease or any renewal thereof in broom clean
condition and the same good order and condition in which Tenant is obligated to
keep the same during the continuance of this Lease. Tenant will upon the
expiration or earlier termination of this Lease or any renewal thereof remove
all of his property from the Demised Premises so that Landlord may again have
and repossess the same not later than noon on the day on which this Lease or

the renewal thereof shall terminate or expire and will immediately thereafter
deliver to Landlord at its office all keys for the Demised Premises.

f. Notice of Damage. Give to Landlord prompt written notice of any
accident, fire, or damage occurring on or to the Demised Premises.

g. Janitorial Access. Permit the janitors and cleaners of Landlord
to have access to and to clean the Demised Premises in accordance with the
attached Exhibit "D". Tenant waives any right it may have to a claim against
Landlord for any damage done to the furniture or other property or effects of
Tenant by the janitors or cleaners or other employees of Landlord or by any
other person, or for any loss of property of any kind whatever from the Demised
Premises, however occurring.

h. Agency for Leasing. Not cause or allow any agent to represent
Tenant in any subletting or reletting of the Demised Premises other than an
agent approved by the Landlord, if, with the permission in writing of Landlord,
Tenant shall vacate or decide at any time during the Demised Term to vacate the
herein Demised Premises prior to the expiration of this Lease, or any renewal
hereof, and that should Tenant do so, or attempt to do so, the Landlord may
remove any signs that may be placed on or about the Demised Premises by such
other agent without any liability to Landlord or to said agent, the Tenant
assuming all responsibility for such action.

15. RULES AND REGULATIONS.

The Rules and Regulations attached hereto as Exhibit "E" in regard to the
said Demised Premises and/or building of which the Demised Premises is a part
and the tenants occupying offices therein, and such amendments, additions and
modifications thereof as may from time to time be made by Landlord) shall be
deemed a part of this Agreement with the same effect as though written herein.
Tenant covenants that said Rules and Regulations shall be faithfully observed by
Tenant, Tenant's employees, and all persons visiting the Demised Premises, or
claiming under Tenant, the right being hereby expressly reserved by Landlord to
add to, alter or rescind, from time to time, such rules and regulations, which
changes in rules and regulations shall take effect only after ten (10) business
days notice thereof in writing by the Landlord to Tenant.

16. ASSIGNMENT AND SUBLET.

a. Tenant, under penalty of instant forfeiture, shall not assign,
mortgage or pledge this Lease, nor underlet or sublease the Demised Premises or
any part thereof without the written consent of Landlord first had and obtained;
nor after such written consent has been given shall any assignee or sublessee
assign, mortgage or pledge this Lease or such sublease or underlet or sublease
said Demised Premises or any part thereof without an additional written consent
by Landlord; and in neither case without such consent shall any such assignment,
mortgage, pledge, underletting or sublease be valid. Notwithstanding the
foregoing, Tenant may assign this Lease or sublet the Demised Premises to a
parent or subsidiary corporation without first obtaining the consent of
Landlord.

b. An assignment within the meaning of this Lease is understood and
intended to comprehend not only the voluntary action of Tenant, but also the
direct or indirect transfer of fifty percent (50%) or more of the voting stock
of a corporate tenant, unless Tenant is publicly traded, or fifty percent (50%)
or more of the interest in partnership profits of a partnership Tenant (except
by reason of death) of a shareholder or partner, any levy or sale on execution
or other legal process and every assignment for the benefit of creditors,
adjudication or sale in bankruptcy or insolvency or under any other compulsory
procedure or order of court.

c. No assignment or sublease, if consented to in the manner
aforesaid, shall in any way relieve or release Tenant from liability upon any of
the covenants under the terms of this Lease, and notwithstanding any such
assignment or sublease the, responsibility and liability of Tenant hereunder
shall continue in full force and effect until the expiration of the term hereby
created and any renewals thereof. No assignment or sublease shall be valid
unless the assignee or subtenant shall assent to and agree in writing to be
bound by all of the covenants and conditions herein contained and unless such
assignment or sublease is to a party that will be an actual user of the Demised
Premises.

17. LANDLORD'S RIGHTS.

Tenant covenants and agrees that Landlord shall have the right to do the
following things and matters in and about the Demised Premises:

a. Access to the Demised Premises. At all reasonable times and upon
written notice three (3) business days in advance to Tenant (except in the case
of an emergency, in which event no notice is required), by himself or his duly
authorized agents to go upon the Demised Premises without disruption, if
reasonably possible, (1) to inspect the same and every part thereof; (2) for the
purpose, at

his option, of making repairs, alterations, additions, or improvements thereof;
(3) for the purpose of making electrical wiring changes in electric service
outlets in floor, ceiling and/or walls; (4) for the purpose of making
adjustments of any nature to the air-conditioning system; (5) for the purpose of
fighting fire within the Demised Premises or elsewhere in the building of which
the Demised Premises is a part, or for the control or correction of conditions
resulting from flood, either from a broken pipe or from outside sources; (6) for
the purpose of performing any covenants herein contained which Tenant has failed
to perform within ten (10) days of Landlord's written request to do so; (7) for
the purpose of remedying any matter due to breach of covenant of Tenant.

b. Showing the Demised Premises. At any time after notice properly
given by either party to the other of an intention to terminate this Lease, and
upon forty-eight (48) hours notice to Tenant, to conduct persons who may be
interested in leasing the Demised Premises in and about the same, provided that
such showing shall be conducted after Tenant's business hours.

c. Control of Building. To control and have dominion over the halls,
passages, entrances, elevators, toilets, stairways, balconies and roof of the
building of which the Demised Premises is a part, the same being not for the use
of the general public; and Landlord shall in all cases have the right to control
and prevent access thereto of all persons whose presence in the judgment of
Landlord or his agents, shall be prejudicial to the safety, character,
reputation and interests of the building of which the Demised Premises is a part
and its tenants.

d. Prevention of Access. To prevent access to the building of which
the Demised Premises is a part in the event of invasion, mob, riot, public
excitement or other commotion by closing doors or otherwise for the safety of
tenants and for the protection of property in the building.

18. RESPONSIBILITY OF LANDLORD.

a. HVAC. Landlord and Tenant shall establish a cycle for HVAC usage
prior to occupancy of the Building by the Tenant. HVAC use, other than the
established cycle by Landlord and Tenant, shall be subject to the use of the
Building Energy Management System which specifications are included in Exhibit
"C" of this Lease.

b. Landlord Insurance. Landlord shall maintain and pay for fire and
extended coverage insurance on the building of which the Demised Premises is a
part in such amounts as Landlord and/or

Landlord's mortgagees shall require. Payments for losses thereunder shall be
made solely to Landlord or the mortgagees of Landlord as their interests shall
appear.

c. Repairs and Maintenance. Landlord shall make, at its cost, all
structural repairs to the building, all repairs which may be needed to the
mechanical, HVAC, electrical and plumbing systems in and servicing the Demised
Premises (excluding repairs to any non-building standard fixtures or other
improvements installed or made by or at the request of Tenant requiring
maintenance or repairs of a type or nature not customarily provided by Landlord
to office tenants of the building and excluding any necessary replacements of
non-building standard fixtures or improvements), and all repairs to exterior
windows and glass. In the event that any repair is required by reason of the
negligence or abuse of Tenant or its agents, employees, invitees or of any other
person using the Demised Premises with Tenant's consent, express or implied,
Landlord may make such repair and invoice the cost thereof to Tenant, which
invoice will become due wiithin fifteen (15) days after presentation or when the
next installment of rent is due, whichever is the later.

19. INDEMNITY AND INSURANCE.

a. Indemnity. Tenant agrees to indemnify and to relieve and hereby
indemnifies and relieves Landlord from all liability and expense by reason of
any loss, damage or injury to Tenant or any other person or to any property of
Tenant or of any other person which may arise from any cause whatsoever on the
Demised Premises or on the pavement, curb, roof, sidewalks, elevators, hallways
parking lots, passages or other portions of the building of which the Demised
Premises is a part, except to the extent due to the negligence of Landlord, its
agents, servants or employees, Tenant further agrees to indemnify and to relieve
and hereby indemnifies and relieves Landlord from all liability and expense by
reason of any loss, damage or injury to Tenant or to any employee or business
invitee of Tenant or to any property of Tenant or any employee or business
invitee of Tenant which may occur on the pavement, curb, roof, sidewalks,
elevators, hallways, parking lots, passages or other portions (other than the
Demised Premises) of the building of which the Demised Premises are a part,
except to the extent due to the negligence of the Landlord, his servants, agents
or employees.

b. Commercial General Liability Insurance. Tenant shall at all times
during the period in which it has any occupancy rights in the Demised Premises,
maintain in full force and effect commercial general liability insurance, naming
Landlord and its managing agent, if any, as additional insured covering injury
to persons and damage to property occurring in or about the Demised Premises, in
such amounts

as may reasonably be required by Landlord from time to time, but not less than
$1,000,000 combined single limit, with a deductible not to exceed Five Thousand
Dollars ($5,000.00). Tenant shall deliver to Landlord duplicate originals or
certificates of such insurance at or prior to the date Tenant shall make any
entry into the Demised Premises, together with evidence of paid up premiums, and
shall deliver to Landlord renewals thereof at least fifteen (15) days prior to
expiration. All such policies of insurance shall be with an insurance company
licensed to do business in Pennsylvania, and shall provide that they shall not
be cancelled or amended without at least twenty (20) days prior notice to
Landlord.

c. Personal Property Insurance. Tenant shall maintain, at its
expense, insurance on all of its personal property, including removable trade
fixtures, located in the Demised Premises.

d. Certificates of Insurance. Tenant shall, at Landlord's request
from time to time, provide Landlord with current certificates of insurance
evidencing Tenant's compliance with this Paragraph.

e. Waiver of Subrogation. Tenant and Landlord shall obtain the
agreement of their insurers to waive all rights of subrogation against each
other with respect to coverages in this Paragraph.

20. FIRE OR OTHER CASUALTY.

Within thirty (30) days from the date of casualty, Landlord shall notify
Tenant whether it intends to restore or repair the Demised Premises within the
time period set forth herein.

a. Total or Substantial Destruction. 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 Tenant or those employed by or
acting for him, that, in Landlord's judgment, the same cannot be repaired or
restored within one hundred eighty (180) days, this Lease shall absolutely
cease, and the rent shall xxxxx as of the date of casualty for the balance of
the term.

b. Partial Destruction. If the damage caused as above be only
partial and such that the Demised Premises, in Landlord's judgment, can be
restored within one hundred eighty (180) days, the Landlord may, at its option,
restore the same (excluding fixtures and improvements owned by Tenant) with
reasonable promptness, reserving the right to enter upon the Demised Premises
for that purpose. The Landlord 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 Landlord is in possession,
taking into account the portion of the Demised Premises rendered untenantable
and the duration of the Landlord's possession.. Tenant agrees to pay the full
amount claimed by Landlord. Tenant shall, however, have the right to proceed by
law to recover the excess payment, if any, or by arbitration pursuant to the
rules of the American Arbitration Association. The parties agree that the loser
in the arbitration shall pay the costs of arbitration.

c. Waiver of Damages During Repair. Landlord shall not be liable for
any damages, compensation or claim by reason of inconvenience, annoyance, injury
or loss resulting from the termination of this Lease by reason of the
destruction of the Demised Premises, from the making of repairs, alterations,
additions or improvements to any portion of the Demised Premises, the building
or the facilities thereof, from any of the services or facilities supplied by
Landlord, or from the leaking of rain, snow, water, steam or gas into, in or
about the Demised Premises or the building of which the Demised Premises is a
part.

d. Mortgage Acceleration. In the event that Landlord does not notify
Tenant that, in the Landlord's judgement, the damage cannot be repaired within
one hundred andeighty (180) days, or in the event that Landlord fails to notify
Tenant if Landlord exercises its election to repair the damage within(120)days,
then Tenant shall have the right to give notice to Landlord after the expiration
of thirty (30) days from the date of damage, that unless Landlord advises Tenant
within ten (10) days after receipt of such notice that Landlord intends to
complete the repair of the damage to the Demised Premises within one hundred and
eighty (180) days from the date of the damage, it shall be deemed conclusive
that Landlord has elected not to complete said repairs, and the Tenant may elect
to terminate the Lease, commencing the eleventh day after such notice, at any
time prior to the receipt of notice from Landlord of its election to repair the
damage to the Demised Premises. Notwithstanding the fact that Landlord may have
given notice of election to repair the Demised Premises within said thirty (30)
day period, if the mortgagee chooses to accelerate the mortgage due to damage by
fire or other casualty to the Demised Premises or the building of which the
Demised Premises is a part, Landlord shall have the right to rescind and/or
cancel said election to repair and shall have the right to elect not to repair
the damaged to the Demised Premises or the building of which the Demised
Premises is a part, provided said notification of election not to repair is
given to Tenant within thirty (30) days after date of the receipt of said notice
of acceleration.

e. In the event that Landlord has given notice that it intends to
restore or repair the Demised Premises within one hundred and eighty (180) days
and Landlord has caused substantial work to be performed with respect to said
restoration or repairs but has not completed the same within one hundred and
sixty-five (165) days, Landlord shall be entitled to extend the time to two
hundred and ten (210) days from the date of the casualty by giving Tenant
written notice at least one hundred and sixty-five (165) days from the date of
the casualty that it requires the extra thirty (30) days to complete the said
restoration or repairs.

21. DEFAULT AND REMEDIES.

a. Events of Default. If the Tenant:

1. Does not pay within five (5) days after due without any
set off or deduction 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
Tenant; or

2. violates or fails to perform or otherwise breaches any
covenant or agreement herein contained, other than for the payment of money as
specified in subparagraph (a)(1) hereof, or as otherwise specified in
subparagraphs (3) through (8) hereof and fails to cure the same within thirty
(30) days after written notice thereof by Landlord (or such longer period as is
reasonably required to correct any such default, provided Tenant promptly
commences and diligently continues to effectuate a cure); or

3. vacates the Demised Premises or removes or attempts to
remove or manifests an intention to remove any goods or property therefrom
otherwise than in the ordinary and usual course of business without having first
paid and satisfied the Landlord in full for all rent and other charges then due
or that may thereafter become due until the expiration of the then current term,
above mentioned; or

4. files a petition under Title II, United States Code,
Bankruptcy, as now or hereafter amended or supplemented, whether under Chapter
7, 11 or 13 of the aforesaid Bankruptcy Code, or has filed against Tenant such a
petition and the same is not dismissed within sixty (60) days;

5. commences or has commenced against it any action or
proceeding under state or federal law for the dissolution or liquidation of the
Tenant in connection with bankruptcy or other insolvency, or for the appointment
of a receiver or trustee of all or substantially all of the property of the
Tenant, and if filed against Tenant, the action proceeding is not dismissed
within sixty (60) days;

6. has possession of property of the Tenant taken by any
governmental officer or agency so as to exclude Tenant from control thereof, or
by any trustee, guardian or other appointee pursuant to statutory authority for
the dissolution, rehabilitation, reorganization, or liquidation of the Tenant;
or

7. makes an assignment for the benefit of creditors; or

8. has its property levied upon by any Sheriff, Xxxxxxxx or
constable, and said levy is not dismissed within ten (10) days;

Then and in any of said events, there shall be deemed to be
an Event of Default of this Lease.

b. Remedies. Upon an Event of Default as aforesaid, Landlord, in
addition to all other rights and remedies available to it by law or equity or by
any other provisions hereof, may at any time thereafter:

1. Acceleration. Declare to be immediately due and payable,
on account of the rent and other charges herein reserved for the balance of the
term of this Lease, a sum equal to the Accelerated Rent Component (as
hereinafter defined), and Tenant shall remain liable to Landlord as hereinafter
provided, and/or;

2. Accelerated Rent Component. For purposes hereof, the
Accelerated Rent Component shall mean the aggregate of:

(i) all rent, additional rent and other charges,
payments, costs and expenses due from Tenant to Landlord and in arrears at the
time of the election of Landlord to recover the Accelerated Rent Component;

(ii) the rent reserved for the then entire unexpired
balance of the term of this Lease, plus all additional rent and other charges,
payments, costs and expenses herein agreed to be paid by Tenant up to the end of
said term which shall be capable of precise determination at the time of
Landlord's election to recover the Accelerated Rent Component, discounted to
present value at four percent (4%) below the then existing prime rate of
Citibank of New York (Bank). No estimate of any component of additional rent to
accrue pursuant to the provisions of Paragraph 6 of this Lease shall be less
than the amount which would be due if each such component continued at the
highest monthly rate or amount in effect during the twelve (12) months
immediately preceding the default.

3. Termination. Terminate this Lease on at least seven (7)
days' notice to Tenant and, on the date specified in said notice, this Lease and
the term hereby demised and all rights of Tenant hereunder shall expire and
terminate and Tenant shall thereupon quit and surrender possession of the
Demised Premises to Landlord in the condition elsewhere herein required and
Tenant shall remain liable to Landlord for any obligation or provision which
shall survive the termination of this Lease. If Landlord had previously elected
to accelerate rent under subparagraph (b)(1) hereof, but has not received
complete payment of the Accelerated Rent Component, Landlord may terminate the
lease for any current month for which the applicable Accelerated Rent Component
has not been paid.

4. Re-entry. Landlord, may, without further notice, enter
upon and respossess the Demised Premises, by summary proceedings, ejectment or
otherwise, and may dispossess Tenant and enjoy the Demised Premises and the
rents and profits therefrom. Landlord may, in its own name, as agent for Tenant,
if this Lease has not been terminated, or in its own behalf, if this Lease has
been terminated, relet the Demised Premises or any part thereof for such term or
terms (which may be greater or less than the period which would otherwise have
constituted the balance of the term of this Lease) and on such conditions and
provisions (which may include concessions or free rent) as Landlord in its sole
discretion may determine. Landlord, may, in connection with any such reletting,
cause the Demised Premises to be redecorated, altered, divided, consolidated
with other space or otherwise changed or prepared for reletting. No reletting
shall be deemed a surrender and acceptance of the Demised Premises by Landlord.

5. Damages. As a cumulative and alternative remedy of
Landlord in the event of termination of this Lease by Landlord following any
default by Tenant, Landlord, at its option, shall be entitled to recover damages
for such default from the date of the termination in an amount equal to the
Accelerated Rent Component for the balance of the term, determined without
regard to the early

termination, less the fair rental value of the Demised Premises for the
remainder of the original term of the Lease, discounted to present value at four
percent (4%) below the then existing Prime Rate of Bank, and such damages shall
be payable by Tenant upon demand.

c. Continuing Liability. Tenant shall, with respect to all periods
of time up to and including the expiration of the term or other termination of
this Lease, remain liable to Landlord for the rent, additional rent and all
other charges payable under this Lease. Tenant shall be entitled to a credit
for any portion of the Accelerated Rent Component paid by Tenant to Landlord.
In the event that the property has been relet or sublet by Tenant or Landlord
for the benefit of Tenant, and the rent therefor shall be paid directly to
Landlord by said new tenant or sublet tenant, Tenant shall be entitled to a
credit against the rent and all other charges paid or payable under this Lease
for the net proceeds received by Landlord after deduction of all costs payable
by Landlord incidental to such reletting or subletting. If it shall be
determined at the expiration of the term of this Lease that a credit is due
Tenant because the net proceeds of reletting, as aforesaid, plus the amounts
paid to Landlord by Tenant by Accelerated Rent Component or otherwise, exceed
the aggregate of rent and other charges accrued in favor of Landlord to the end
of said term, Landlord shall refund such excess to Tenant, without interest,
promptly after such determination, after written request by Tenant.

d. No Duty to Relet. In no event shall Landlord be responsible or
liable for any failure to relet the Demised Premises or any part thereof, or for
any failure to collect any rent due upon a reletting.

e. Bankruptcy. Nothing contained in this Lease shall limit or
prejudice the right of Landlord to prove for and obtain as damages incident to a
termination of this Lease, in any bankruptcy, reorganization or other court
proceedings, the maximum amount allowed by any statute or rule of law in effect
when such damages are to be proved.

f. Waiver of Defects. Tenant (further) waives the right to any
notices to quit as may be specified in the Landlord and Tenant Act of
Pennsylvania, Act of April 6, 1951, as amended in 1995, and agrees that seven
(7) days notice shall be sufficient in any case where a longer period may be
statutorily specified..

g. Further Remedies of Landlord. In the event of any default as
above set forth in this paragraph, the Landlord, or anyone acting on Landlord's
behalf, at Landlord's option:

1. May have and exercise any and all other rights and/or
remedies, granted or allowed landlords by existing or future Statute, Act of
Assembly, or other law of this state in cases where a landlord seeks to enforce
rights arising under a lease agreement against a tenant who has defaulted or
otherwise breached the terms of such lease agreement; and

2. May have and exercise any and all other rights and
remedies contained in this Lease, including the rights and remedies provided by
paragraphs 22 and 23 hereof.

23. ENFORCEMENT.

It is hereby covenanted and agreed, any law, usage or custom to the
contrary notwithstanding, that Landlord shall have the right at all times to
enforce the covenants and provisions of this Lease in strict accordance with its
terms notwithstanding any conduct on the part of the Landlord in refraining from
so doing at any time or times; and, further, that the failure of Landlord at any
time or times to enforce its rights under said covenants and provisions strictly
in accordance with the same shall not be construed as having created a waiver or
custom in any way or manner contrary to the specific terms, provisions and
covenants of this Lease or as having in any way or manner modified the same.

24. RIGHT OF ASSIGNEE OF LANDLORD.

The right to enforce all the provisions of this Lease herein provided for
may at the option of any assignee of this Lease, be exercised by any assignee of
the Landlord's right, title and interest in this Lease in his, her or their own
name, any statute, rule of court, custom, or practice to the contrary
notwithstanding.

25. REMEDIES CUMULATIVE.

All of the remedies hereinbefore given to Landlord and all rights and
remedies given to it by law and equity shall be cumulative and concurrent. No
determination of this Lease or the taking or recovering of the Demised Premises
shall deprive Landlord of any of its remedies or actions against Tenant for rent
or 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 Demised Premises.

26. MECHANIC'S LIEN.

a. Tenant will not permit any mechanic's lien or liens to be placed
upon the Demised Premises or the building of which the Demised Premises is a
part. Nothing in this Lease shall be deemed or construed in any way as
constituting the consent or request of Landlord, express or implied, to any
person for the performance of any labor or the furnishing of any materials to
all or part of the Demised Premises, nor as giving Tenant any right, power, or
authority to contract for or permit the rendering of any services or the
furnishing thereof that would or might give rise to any mechanic's or other
liens against the Demised Premises or building of which the Demised Premises is
a part.

b. If any such lien is claimed against the Demised Premises or
building of which the Demised Premises is a part, then, in addition to any other
right or remedy of Landlord, Landlord may, but shall not be obligated to,
discharge the same by payment to the claimant or by posting a bond in Court of
Common Pleas in accordance with the rules of court, as Landowner may elect in
its sole discretion. Any amount paid by Landlord for such purposes shall be
invoiced to Tenant and paid by Tenant to Landlord as additional rent at the
time the next installment of rent is due.

27. CONDEMNATION.

If at any time during the Demised Term the Demised Premises, or any portion
thereof, be lawfully condemned or conveyed in lieu of condemnation, the Landlord
shall be entitled to, and shall receive the award or payment therefor, and the
Tenant shall assign, and does hereby assign and transfer to the Landlord such
award or payment as may be made therefor. Tenant, however, shall be entitled to
make a separate claim for those damages made payable specifically and solely to
a business Tenant under the terms of the Eminent Domain Code of Pennsylvania,
Act of June 22, 1964, P.L. 84, as now or hereafter amended, provided however any
award to Tenant shall not in way diminish the Landlord's award. 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 the Demised
Premises taken or condemned. If more than thirty (30%) percent of the Demised
Premises is so taken, Landlord or Tenant may give notice of its desire to
terminate the Lease. The notice shall be given within thirty (30) days after
the condemnation has occurred and the Lease shall terminate thirty (30) days
after the date of notice given by Landlord or Tenant to the other.

28. ESTOPPEL CERTIFICATE.

At any time, and from time to time, upon the written request of Landlord or
any mortgagee, Tenant within twenty (20) days of the date of such written
request agrees to execute and deliver to Landlord and/or such mortgagee, without
charge and in form satisfactory to Landlord and/or such mortgagee, a written
statement (1) ratifying this Lease; (2) confirming the commencement and
expiration date of the term of this Lease and the minimum annual rental rate
payable during the lease term; (3) certifying that Tenant is in occupancy of the
Demised Premises, and that the Lease is in full force and effect and has not
been modified, assigned, supplemented or amended except by such writings as
shall be stated; (4) certifying that all conditions and agreements under this
Lease to be satisfied or performed by Landlord have been satisfied and performed
except as shall be stated; (5) certifying that there is no default by Landlord
or Tenant under the Lease and there are no defenses or offsets against the
enforcement of this Lease by Landlord or stating the defaults and/or defenses
claimed by Tenant; (6) reciting the amount of advance rent, if any, paid by
Tenant and the date to which such rent has been paid and, if requested by
Landlord and/or Mortgagee, agreeing that Tenant shall not pay rent to Landlord
more than thirty (30) days in advance; (7) reciting the amount of security
deposited with Landlord, if any; (8) certifying that Tenant has no option or
right of first refusal to purchase the Demised Premises or option to extend the
term of the Lease (unless specifically set forth to the contrary in the Lease);
(9) if requested by Landlord and/or Mortgagee, agreeing that the Lease will not
be modified without the prior written consent of the Mortgagee; (10) certifying
that Tenant has not and will not generate, store, handle or otherwise deal with
any amount of any hazardous substances or hazardous waste (as defined in
federal, state and local law) in or about the Demised Premises, in excess of
those levels or quantities specified for regulatory purposes; (11) agreeing, if
requested by Mortgagee, that Tenant will give such Mortgagee such notice of any
default by Landlord and reasonable opportunity to cure such default, not in
excess of thirty (30) days, unless the default cannot be cured within said time,
before exercising Tenant's remedies under the Lease; and (12) any other
information which Landlord or the mortgagee shall require.

Failure to Execute. The failure of Tenant to execute, acknowledge and
deliver to Landlord and/or any mortgagee a statement in accordance with the
provisions of this paragraph within the said twenty (20) day period shall
constitute acknowledgement by Tenant which may be relied upon by any person
holding or intending to acquire any interest whatsoever in the Demised Premises
that this Lease has not been assigned, amended, changed, or modified, is in full
force and effect and that the minimum annual and additional rent have been duly
and fully paid not beyond the respective due dates immediately preceding the
date of the request for such statement and shall constitute as to any persons
entitled to rely

on such statements a waiver of any defaults by Landlord or defenses or offsets
against the enforcement of this Lease by Landlord which may exist prior to the
date of the written request. Landlord at its option, may treat such failure as a
deliberate event of default.

29. SUBORDINATION AND ATTORNMENT.

Tenant agrees:

a. That, except as hereinafter provided, this Lease is, and all of
Tenant's rights hereunder are and shall always be, subject and subordinate to
any first mortgage, leases of Landlord's property (in sale-leaseback) pursuant
to which Landlord has or shall retain the right of possession of the Demised
Premises or security instruments (collectively called "Mortgage") that now
exist, or may hereafter be placed upon the Demised Premises or any part thereof
and to all advances made or to be made thereunder and to the interest thereon
and all renewals, replacements, modifications, consolidations, or extensions
thereof; and

b. That if the holder of any such Mortgage ("Mortgagee") or if the
purchaser at any foreclosure sale or at any sale under a power of sale contained
in any Mortgage shall at its sole option so request, Tenant will attorn to, and
recognize such mortgagee or purchaser, as the case may be, as Landlord under
this Lease for the balance then remaining of the term of this Lease, subject to
all terms of this Lease; and

c. That the aforesaid provisions shall be self-operative and no
further instrument or document shall be necessary unless required by any such
mortgagee or purchaser. Notwithstanding anything to the contrary set forth
above, mortgagee may at any time subordinate its mortgage to this Lease, without
Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall
be deemed prior to such mortgage without regard to their respective dates of
execution, delivery and/or recording and in that event such mortgagee shall have
the same rights with respect to this Lease as though this Lease had been
executed and a memorandum thereof recorded prior to the execution, delivery and
recording of the mortgage and as though this Lease had been assigned to such
mortgagee. Should Landlord or any mortgagee or purchaser desire confirmation of
either such subordination or such attornment, as the case may be, Tenant, upon
written request, and from time to time, will execute and deliver without change
and in form satisfactory to Landlord and the mortgagee or the purchaser all

instruments and/or documents that may be requested to acknowledge such
subordination and/or agreement to attorn, in recordable form.

30. QUIET ENJOYMENT.

Tenant, on paying the rent reserved, and performing all the covenants and
conditions hereof, shall at all times during the Demised Term, peaceably and
quietly have, hold and enjoy the Demised Premises; provided, however, that no
eviction of the Tenant by reason of the foreclosure of any mortgage now or
hereafter on the Demised Premises shall be construed as a breach of this
covenant, nor shall any action by reason thereof be brought against the
Landlord; and provided further, that no eviction of the Tenant for any reason
whatever, after the Landlord shall have conveyed the fee of the Demised
Premises, shall be construed as a breach of this covenant by the present
Landlord, and no action therefore shall be brought against the present Landlord.

31. NOTICES.

All notices required to be given shall be by certified mail, return receipt
requested, or by a recognized overnight delivery service.

TO LANDLORD: Painters' Crossing One Associates, L.P.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000-0000

ATTN: Accounting Department

TO TENANT: Endo Pharmaceuticals Inc.
Painters' Crossing Xxx Xxxxxxxx
Xxxxxxxx' Xxxxxxxx XxxxXx Xxxxxx
Xxxx Xxxxxxx, XX 00000

ATTN: General Counsel

Such addresses may be changed from time to time by either party by serving
notices as provided. Notice shall be deemed given two (2) days after postmarked
in the case of the U. S. Mail or upon delivery or refusal of delivery in the
case of a recognized overnight delivery service.

32. 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 and conditions or
understandings between Landlord or his Agent and Tenant 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 Landlord or Tenant unless reduced to writing and signed by
them.

33. HEIRS 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 heirs,
executors, administrators, successors and assigns of said parties; and if there
shall be more than one Tenant, they shall all be bound jointly and severally by
the terms, covenants and agreements herein, and the word "Tenant" shall be
deemed and taken to mean each and every person or party mentioned as a Tenant
herein, be the same one or more; and if there shall be more than one Tenant, any
notice required or permitted by the terms of this Lease may be given by or to
any one thereof, and shall have the same force and effect as if given by or to
all thereof. The words "his" and "him" wherever stated herein, shall be deemed
to refer to the "Landlord" or "Tenant" whether such Landlord or Tenant be
singular or plural and irrespective of gender. No rights, however, shall inure
to the benefit of any assignee of Tenant unless the assignment to such assignee
has been approved by Landlord in writing as aforesaid.

34. LATE PAYMENT.

In the event that any payment of Annual Base Rent or additional rent or any
other charge required to be paid by Tenant under the provisions of this Lease,
shall not be paid within five (5) days of the due date, Tenant shall pay to
Landlord a late charge of five percent (5%) of such past due payment; and such
late charge shall be deemed "rent" for all purposes under this Lease.

35. 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.

36. SEVERABILITY.

If a provision of this Lease Agreement is held invalid, it is hereby agreed
that all valid provisions that are severable from the invalid provision remain
in effect. If a provision in this Lease Agreement is held invalid in one or
more of its applications, the provision remains in effect in all valid
applications.

37. LIABILITY OF LANDLORD.

The liability of Landlord hereunder and all of its partners, if any,
whether general or limited, shall be limited to Landlord's estate or other title
or interest in the building of which the Demised Premises is a part. It is
further covenanted and agreed by the parties hereto that in no case and under no
circumstances shall the Landlord be liable for any consequential damage.

38. RECORDING OF LEASE.

Tenant shall not record this Lease. If Tenant violates this covenant,
Tenant hereby irrevocably authorizes, empowers and designates Landlord as its
lawful attorney for the purpose of having said Lease marked satisfied of record.

39. TERMINATION OF LEASE.

Subject to the Rider to this Lease, dated May 5, 2000, it is hereby
mutually agreed that either party hereto may terminate this Lease at the end of
the Demised Term by giving to the other party written notice thereof at least
three hundred sixty-five (365) days prior thereto, but in default of such
notice, this Lease shall continue upon the same terms and conditions in force
immediately prior to the expiration of the Demised Term hereof as are herein
contained except for Basic Rent which shall be adjusted to reflect the then
current market rates for space comparable to the Demised Premises as determined
by Landlord

based upon other of Landlord's rental properties, for a further period of one
(1) year and so on from year to year unless or until termination by either party
hereto, giving the other one hundred eighty (180) days written notice for
removal previous to expiration of the then current term; PROVIDED, however, that
should this Lease be continued for a further period under the terms herein-above
mentioned, any allowances given Tenant on the Basic Rent during the original
term shall not extend beyond such original term. In the event that Tenant shall
give notice, as stipulated in this Lease, of termination of this Lease at the
end of the Demised Term, or any renewal or extension thereof, and shall fail or
refuse so to vacate the same on or before the date of termination of the Lease,
then it is expressly agreed that Landlord shall have the right at any time
thereafter to give seven (7) days written notice to quit; whereupon the Tenant
expressly agrees to vacate said premises at the expiration of the seven (7) day
period:

(a) Should Tenant wrongfully continue to occupy the Demised Premises
after expiration of the term of this Lease or any renewal or renewals thereof,
or after a forfeiture incurred, such tenancy shall (without limitation on any of
Landlord's rights or remedies therefor) be one at sufferance from month to month
at a minimum monthly rent equal to one and one-half times the Base Rent plus
additional rent payable for the last month of the term of this Lease prior to
the holdover.

All powers granted to Landlord by this lease may be exercised and all
obligations imposed upon Tenant by this Lease shall be performed by Tenant as
well during any extension of the Demised Term of this Lease as during the
Demised Term itself.

40. LANDLORD'S ENVIRONMENTAL CLAUSE.

(a) Tenant shall not (either with or without negligence ) cause or
permit the escape, disposal or release of any biologically or chemically active
or other hazardous substances or materials. Tenant shall not allow the storage
or use of such substances or materials in any manner not sanctioned by law or by
the highest standards prevailing in the industry for the storage and use of such
substances except to use in the ordinary course of Tenant's business, and then
only after written notice is given to Landlord of the identity of such
substances or materials. Without limitation, hazardous substances and materials
shall include those described in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq., any applicable state or local laws and the regulations adopted under these
acts. If any lender or governmental agency shall ever require testing to
ascertain whether or not there has been any release of hazardous materials, then
the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon
demand as additional charges

if such requirement applies to the Premises. In addition, Tenant shall execute
affidavits, representations and the like from time to time at Landlord's request
concerning Tenant's best knowledge and belief regarding the presence of
hazardous substances or materials on the Premises. In all events, Tenant shall
indemnify Landlord in the manner elsewhere provided in this lease from any
release of hazardous materials on the Premises occurring while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under Tenant. The
within covenants shall survive the expiration or earlier termination of the
lease term.

(b) Tenant shall conduct all of its operations at the Premises in
compliance with all federal, state and local statutes (including, but not
limited to the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. Section 9601 et. seq, as amended by the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613 (October 17,
1986) ("CERCLA"); the Resources Conservation and Recovery Act, 42 U.S.C. Section
6901 et. seq. ("RCRA"); the Pennsylvania Solid Waste Management Act, 35 Pa.C.S.
Section 6018.101 et. seq.; the Pennsylvania Clean Streams Law, 35 Pa.C.S.
Section 691.1 et. seq.; and the Pennsylvania Hazardous Sites Cleanup Act, Act
108 of 1988, 35 Pa.C.S. Section 6020.101 et. seq. ("Pennsylvania Superfund"),
the Clean Air Act, 42 U.S.C. Section 7401 et. seq., as amended by the Clean Air
Act Amendments of 1990, the Clean Water Act, 33 U.S.C. Section 1251 et. seq.,
and all applicable federal, state and local statutes related to the environment
now or hereafter enacted and any additions and amendments thereto and
regulations enacted thereunder, ordinances, regulations, orders and requirements
of common law, regarding, but not limited to, (i) discharges to the air, soil,
surface or groundwater; and (ii) handling, utilizing, storage, treatment or
disposal of any hazardous substances or toxic substances as defined therein
("Environmental Statutes"). Tenant shall obtain all permits, licenses or
approvals and shall make all notifications and registrations required by
Environmental Statutes and shall submit to Landlord, upon request, for
inspecting and copying all documents, permits, licenses, approvals, manifests
and records required to be submitted and/or maintained by the provisions of the
Environmental Statutes. Tenant shall also provide promptly to Landlord copies
of any correspondence, notice of violation, summons, order, complaint or other
document received by Tenant pertaining to compliance with Environmental
Statutes.

(c) Tenant shall not install at the Premises any temporary or
permanent tanks for the storage of any liquid or gas above or below ground
except as in compliance with the other provisions of this section and after
obtaining written permission to do so from Landlord.

(d) If, because of the manner in which Tenant operates its business,
the Landlord, Landlord's mortgage lender or a governmental agency shall require
testing by an environmental testing entity of its choice, to ascertain whether
there has been a release of Hazardous Materials by Tenant, its agents, servants,
employees or business invitees, in or around the Demised Premises, the
reasonable costs of such testing shall be reimbursed by Tenant to Landlord as
additional rent. Tenant shall execute affidavits or representations, at
Landlord's request, stating that, to the best of Tenant's knowledge and belief,
since the time that Tenant took possession of the Demised Premises, there have
been no and there presently are no Hazardous Materials present in the Demised
Premises.

(e) Tenant hereby agrees to indemnify Landlord and to hold Landlord
harmless of, from and against any and all expense, loss, cost, fines, penalties,
loss of value or liability suffered by Landlord by reason of Tenant's breach of
any of the provisions of this section.

(f) The provisions of this section shall survive the termination of
Tenant's tenancy or of this Lease.

41. JURISDICTION AND LAW.

Tenant hereby subjects itself to the jurisdiction of the Court of Common
Pleas of Delaware County, Pennsylvania. The laws of the Commonwealth of
Pennsylvania shall be applicable to this lease and any interpretations thereof.

42. TIME IS OF THE ESSENCE.

Time is of the essence in performing the covenants contained herein.

IN WITNESS WHEREOF, the Landlord and Tenant have duly executed this Lease
as of the day and year first above written.

SEALED AND DELIVERED IN
THE PRESENCE OF:

LANDLORD:

PAINTERS' CROSSING ONE ASSOCIATES,
L.P.
By: P.C. One, Inc. (General Partner)

ATTEST: /s/ Xxxx X. Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxxxxx,
----------------------------------- ---------------------------------
Xxxx X. Xxxxxx, Assistant Secretary Xxxxxxx X. Xxxxxxxxx,
Vice President

TENANT:

ENDO PHARMACEUTICALS INC.

ATTEST: BY: /s/ Xxxxxxx XxxXxxxxx
----------------------------------- ---------------------------------
(Secretary) Xxxxxxx XxxXxxxxx
Executive Vice President,
Operations

RIDER TO THE LEASE

Rider to Lease, dated the 5th day of May, two thousand (2000) by and between
PAINTERS' CROSSING ONE ASSOCIATES, L.P. ("Landlord") and ENDO PHARMACEUTICALS
INC. ("Tenant")

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

This Rider is intended to supplement the above described Lease, and in the event
of any inconsistency or conflict between the terms hereof and of the Lease, the
terms and provisions hereof shall control.

45. CANCELLATION OPTION

Provided that this Lease is in full force and effect, Tenant shall have
the option to terminate the Lease at the expiration of the fifth (5th) year of
the Term ("Early Termination Date"), under and subject to the following terms
and conditions:

a. Said option shall be exercisable, if at all, on or before the
expiration of the third (3rd) year of the Term ("Notice Date"), by written
notice from Tenant to Landlord by certified mail at Landlord's address as
provided in Paragraph 33 hereof, together with a certified check of a FDIC
insured bank, as liquidated damages in the sum of One Million Two Hundred
Thousand and 00/100 Dollars ($1,200,000.00).

b. Tenant shall remain obligated to perform all of its duties and
obligations under the Lease through the Early Termination Date, including the
surrender of the Demised Premises in a "broom-swept" condition in accordance
with the provisions of Paragraph 14 (e) of the Lease, on or before the Early
Termination Date.

c. At the time of the exercise of such rights, Tenant shall not be in
default in the performance of any of the terms, covenants or conditions herein
contained, which default has not been remedied within the time limit in this
Lease.

d. If Tenant, prior to the Early Termination Date, defaults in the
performance of the terms, covenants or conditions of this Lease, (which default
shall not have been remedied within the time limit in this Lease), then Tenant
shall not have complied with the condition for canceling the term of this Lease,
and this Lease shall not terminate until the end of the Term as defined in
paragraph 2 of the Lease as if no notice had been given and the Lease had not
been terminated prior thereto.

SEALED AND DELIVERED IN THE
PRESENCE OF:

LANDLORD:

PAINTERS' CROSSING ONE ASSOCIATES, L.P.
By: P.C. One, Inc. (General Partner)

ATTEST: /s/ Xxxx X. Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------- ------------------------------------
Xxxx X. Xxxxxx, Assistant Secretary Xxxxxxx X. Xxxxxxxxx, Vice President

TENANT:

ENDO PHARMACEUTICALS INC.

ATTEST: BY: /s/ Xxxxxxx XxxXxxxxx
----------------------------------- ------------------------------------
(Secretary) (Executive Vice President, Operations)

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EXHIBIT 10.34 LEASE AGREEMENT --------------- THIS AGREEMENT, made the 5th day of May two thousand (2000), by and between PAINTERS' CROSSING ONE ASSOCIATES, L.P., (hereinafter called "Landlord"), of the one part, and ENDO PHARMACEUTICALS INC.,...

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