Docstoc

Employment Agreement - ICT GROUP INC - 4-2-2001

Document Sample
Employment Agreement - ICT GROUP INC - 4-2-2001 Powered By Docstoc
					EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of May 1, 1995, by and between ICT GROUP, INC., a Pennsylvania corporation (hereinafter called "Company"), and Dean J. Kilpatrick, an individual (hereinafter called "Employee"). WITNESSETH Company wishes to employ Employee and Employee wishes to enter into the employ of Company on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and intending to be legally bound hereby, Company and Employee agree as follows: 1. Employment. Company hereby employs Employee as President of VFIS and Employee hereby accepts employment by Company for the period of time and upon the terms, conditions and restrictions contained in this Agreement. 2. Duties and Responsibilities. (a) Employee agrees to assume such duties and responsibilities normally associated with the position indicated above, and as may be assigned to Employee by the President of the Company from time to time. Employee shall perform any other duties reasonably required by Company and, if requested by Company, shall serve as an officer or director of Company without additional compensation. (b) Throughout the term of this Agreement, Employee shall devote his entire working time, energy, skill and best efforts to the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interest of Company. During the term of this Agreement, Employee may not, directly or indirectly, do any work for any other company. 3. Term. This Agreement shall be for a term of two years, commencing on May 1, 1995 and ending on April 30, 1997 unless sooner terminated as hereinafter provided. Unless either party elects to terminate this Agreement at the end of the original or any renewal term by giving the other party written notice of such election at least ninety (90) days before the expiration of the then current term, this Agreement shall be deemed to have been renewed for an additional term of one (1) year commencing on the day after the expiration of the current term, unless sooner terminated as hereinafter provided. 4. Compensation. (a) For all of the service rendered by Employee to Company, Employee shall receive a gross annual salary of $115,000.00, less taxes and other deductions required by law, payable in reasonable periodic installments in accordance with Company's regular payroll practices in effect from time to time. Employee's base salary shall be reviewed by Company's Board of Directors annually and may be adjusted by the Board of Directors in its sole discretion.

(b) In addition to Employee's base salary, Company may pay Employee from time to time such bonuses or other additional compensation as Company may determine in its soles discretion. (c) Throughout the term of this Agreement, Employee shall be eligible to participate in Company's insurance and other benefit plans and programs subject to their terms, conditions and restrictions. Nothing herein shall preclude Company from modifying or terminating any insurance or other benefit plan or program. (d) Employee shall accrue vacation pay at a rate of 1.50 days per full-month of employment. (e) Employee will not receive any remuneration or any other benefit from any client or any other company or individual in connection with any transaction in which Company is involved, directly or indirectly. Nor will Employee assign or give any part of the compensation which he receives from Company to any other employee, agent or representative of Company, to any client or any of its employees, agents or representatives, or to any other person or entity involved, directly or indirectly, with Company. 5. Expenses. Company will reimburse Employee for all reasonable expenses incurred by Employee in connection with the performance of Employee's duties hereunder upon receipt of vouchers therefor satisfactory to Company and in accordance with Company's regular reimbursement procedures and practices in effect from time to time. 6. Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee's monthly salary at the time of termination for six months. (b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company's obligation to make post-termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. (d) Company's obligations under Paragraph 6(a) shall cease in the event Employee fails to make reasonable efforts to obtain replacement income or in the event Employee breaches any of the restrictions or obligations set forth in Paragraphs 12 and 13 of this Agreement. 7. Inability. If Employee is unable to perform the essential functions of his job, with or without reasonable accommodations, for whatever reason, for a period of thirteen (13) consecutive weeks or for a cumulative period of nineteen (19) weeks during any twelve-month period, Company shall have the right to terminate Employee's employment, in which event Company shall have no further obligations or liabilities hereunder after the date of such termination. The termination of Employee's employment with Company pursuant to this Paragraph shall not release Employee from Employee's obligations and restrictions under Paragraphs 12 and 13 of this Agreement.

8. Death. If Employee dies, Company shall have no further obligations or liabilities to Employee's estate or legal representative or otherwise after the date of his death. 9. Discharge for Cause. Company may discharge Employee at any time for "Cause", which shall include, but not be limited to: willful misconduct, fraud, misappropriation, malfeasance, misfeasance, nonfeasance, embezzlement, gross negligence, self-dealing, dishonesty, misrepresentation, conviction of a crime of moral turpitude, or material violation by Employee of any Company policy or provision of this Agreement. In the event Company terminates Employee's employment for Cause, Company shall have no further obligations or liabilities to Employee after the date of such discharge. The termination of Employee's employment with Company pursuant to this Paragraph shall not release Employee from Employee's obligations and restrictions under Paragraphs 12 and 13 of this Agreement. 10. Discharge Not for Cause. Notwithstanding any other provision of this Agreement, Company may discharge Employee at any time without cause by providing Employee with 30 days written notice, which notice Company may waive, in whole or in part, in its sole discretion, by paying Employee for such 30 days. Upon termination of Employee pursuant to this Paragraph, Company shall be obligated to provide Employee with post-termination payments in accordance with Paragraph 6, but shall have no further obligations or liabilities to Employee after the date of his termination. The termination of Employee's employment with Company pursuant to this paragraph shall not release Employee from Employee's obligations and restrictions under Paragraphs 12 and 13 of this Agreement. 11. Termination by Employee. Employee may terminate his employment under this Agreement at any time by providing Company with 30 days written notice, which notice Company may waive, in whole or in part, in its sole discretion, by paying Employee for such 30 days, Company shall have no further obligations or liabilities to Employee after the date of his termination. The termination of Employee's employment with Company pursuant to this Paragraph shall not release Employee from Employee's obligations and restrictions under Paragraphs 12 and 13 of this Agreement. 12. Company Property. (a) All advertising, sales, manufacturers' and other materials or articles or information, including without limitation data processing reports, client sales analyses, invoices, price lists or information, samples or any other materials or data of any kind furnished to Employee by Company or developed by Employee on behalf of Company or at Company's direction or for Company's use or otherwise in connection with Employee's employment hereunder, are and shall remain the sole and confidential property of Company. (b) Immediately upon termination of Employee's employment, whether by Employee or Company, whether during the term of this Agreement, upon its expiration or subsequent to its expiration, Employee shall deliver to Company, all Company property (for example, keys and credit cards) and all documents, books, records, lists and other documents relating to Company's business, regardless of where or by whom said writings were kept or prepared, retaining no copies.

(c) In the event Employee receives notice from Company that his employment is or will be terminated or Employee provides Company with notice of his intent to resign, within five (5) days of receiving or providing such notice, and thereafter as may be requested by Company, Employee shall provide Company with a list of all clients and potential clients with whom he is working and/or negotiating and a summary of the status of each matter with which he is involved, directly or indirectly. 13. Restrictive Covenants, Trade Secrets, Etc. (a) For a period of one (1) year after the termination of his employment with Company, for any reason whatsoever, whether during the term of this Agreement, upon its expiration or subsequent to its expiration, whether by Employee or Company, Employee shall not for his own benefit or for the benefit of any third party, directly or indirectly, in any capacity, participate in any of the following activities: (i) hire or do any business with any employee of Company or otherwise induce or attempt to influence any employee of Company to terminate his or her employment with Company; (ii) divert, solicit, or do any business with any current, former (within two (2) years of the date of termination), or potential (engaged in discussion with Company as of the date of termination) client of Company; or (iii) cause or attempt to cause any current, former, or potential client to refrain from doing business with Company. In light of the fact that the clients of Company will be engaged in operations nationwide and Company will be contacting potential customers for its clients throughout the entire United States, the restrictions set forth in this Paragraph 13(a) shall apply throughout the entire United States. (b) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any material referred to in Paragraph 12 above or any information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of clients or customers or any data on or relating to past, present or prospective clients or customers or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company. (c) Any and all writing, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and other aid and assist Company so that Company can prepare and present applications for

copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques, except that Company shall reimburse Employee for any expenses which Employee may incur in vesting absolute title thereto in Company. (d) Employee acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), and (c), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. (e) Employee agrees that if any or any portion of the foregoing covenants or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants shall not be affected and the remaining covenant or covenants shall then be given full force and effect without regard to the invalid or unenforceable portion(s). If the covenant is held to be unenforceable because of the area covered, the duration thereof or the scope thereof, Employee agrees that the court making such determination shall have the power to reduce the area and/or the duration and/or scope thereof, and the covenant shall then be enforceable in its reduced form. (f) If Employee violates any of the restrictions contained in the foregoing subparagraph (a), the restrictive period shall not run in favor of Employee from the time of the commencement of any violation until such time as the violation shall be cured by Employee to the satisfaction of Company. 14. Prior Agreements. Employee represents to Company (a) that there are no restrictions, agreements or understandings whatsoever to which Employee is a party which would prevent or make unlawful his execution of this Agreement or his employment hereunder; (b) there are no agreements, restrictions or understandings whatsoever to which Employee is a party which place any limitations as to the companies or individuals with whom he may ado business; (c) that his execution of this Agreement and his employment hereunder shall not constitute a breach of any contract, agreement or understanding, oral or written, to which he is a party and by which he is bound; and (d) that he is free and able to execute this Agreement and to enter into employment by Company. 15. Miscellaneous. (a) Waiver. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee. No waiver shall be valid unless in writing and signed by Company's President.

(b) Controlling Law. This Agreement and all questions relating to validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. (c) Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received only when delivered (personally, by courier service such as Federal Express, or by other messenger) or when deposited in the United States mails, registered or certified mail, postage prepaid, return receipt requested, addressed in the case of Company, to its President at its principal place of business, and in case of Employee, to his home address. (d) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of Company and its successors and assigns and shall be binding upon Employee, his heirs and legal representatives. (e) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. (f) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. (g) Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written. The express terms hereof control and supersede any course of performance an/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing and signed by the Company's President. (h) Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. (i) Survival. The covenants contained in Paragraphs 12 and 13 shall survive the expiration of this Agreement and the termination of Employee's employment. (j) Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement in Langhorne, Pennsylvania on the date first above written. ICT GROUP, INC.
By: /s/ John J. Brennan -----------------------------John J. Brennan /s/ Dean Kilpatrick ----------------------------Dean Kilpatrick

5/1/95 --------Date

5/1/95 -------Date

PENNSYLVANIA FULL SERVICE LEASE BRANDYWINE OPERATING PARTNERSHIP, L.P. Landlord and ICT GROUP, INC. Tenant for _______ Lindenhurst Road, Newtown, PA

TABLE OF CONTENTS
Page ---SUMMARY OF DEFINED TERMS..................................................1 PREMISES..................................................................3 TERM......................................................................3 CONSTRUCTION BY TENANT....................................................4 FIXED RENT; SECURITY DEPOSIT..............................................6 ADDITIONAL RENT...........................................................8 ELECTRICITY CHARGES......................................................12 SIGNS; USE OF PREMISES AND COMMON AREAS..................................13 ENVIRONMENTAL MATTERS....................................................14 TENANT'S ALTERATIONS.....................................................16 CONSTRUCTION LIENS.......................................................17 ASSIGNMENT AND SUBLETTING................................................17 LANDLORD'S RIGHT OF ENTRY................................................21 REPAIRS AND MAINTENANCE..................................................21 INSURANCE; SUBROGATION RIGHTS............................................22 INDEMNIFICATION..........................................................24 QUIET ENJOYMENT..........................................................24 FIRE DAMAGE..............................................................25 SUBORDINATION; RIGHTS OF MORTGAGEE.......................................26 CONDEMNATION.............................................................27 ESTOPPEL CERTIFICATE.....................................................28 DEFAULT..................................................................28 LANDLORD'S LIEN..........................................................33 LANDLORD'S REPRESENTATIONS AND WARRANTIES................................33 SURRENDER................................................................33 RULES AND REGULATIONS....................................................34 GOVERNMENTAL REGULATIONS.................................................34 NOTICES..................................................................35 BROKERS..................................................................35 CHANGE OF BUILDING/PROJECT NAME..........................................35 LANDLORD'S LIABILITY.....................................................35 AUTHORITY................................................................36 NO OFFER.................................................................36 RENEWAL..................................................................36 ROOF RIGHTS..............................................................36 RELOCATION...............................................................36 MISCELLANEOUS PROVISIONS.................................................37 WAIVER OF TRIAL BY JURY..................................................39 CONSENT TO JURISDICTION..................................................40 UNTENANTABILITY OF PREMISES..............................................41 RIGHT TO PURCHASE........................................................41 RIGHT OF FIRST OFFER TO PURCHASE.........................................43

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42.

ii

EXHIBITS EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT "A" "A-1" "B" "C" "D" "E" "F" "G" PLAN OF PREMISES LEGAL DESCRIPTION OF PROJECT CONFIRMATION OF LEASE TERM RULES AND REGULATIONS CLEANING SPECIFICATIONS BASE BUILDING SPECIFICATIONS FORM LETTER OF CREDIT WORK LETTER

2

LEASE THIS LEASE ("Lease") entered into as of the 23rd day of January, 2001, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Landlord") and ICT GROUP, INC., a Pennsylvania corporation, with its principal place of business at ____ Lindenhurst Road, Newtown, PA ("Tenant"). WITNESSETH In consideration of the mutual covenants herein set forth, and intending to be legally bound, the parties hereto covenant and agree as follows: 1. SUMMARY OF DEFINED TERMS. The following defined terms, as used in this Lease, shall have the meanings and shall be construed as set forth below: (a) "Building": The Building located at ______ Lindenhurst Road, Newtown, PA 18940 as shown on the plan attached hereto as Exhibit "A" and made a part hereof. (b) "Project": The Building, the land consisting of 14.4052 and all other improvements located at ______ Lindenhurst Road, Newtown, PA 18940 as more fully described on Exhibit "A-1" attached hereto and made a part hereof. (c) "Premises": Suites No. 100, 200 and 300 containing approximately 102,000 square feet of the first, second and third floors of the Building. (d) "Term": From the Commencement Date for a period of 180 months. (e) "Fixed Rent":
MONTHLY INSTALLMENTS -----------$193,800.00 $197,676.00 $201,629.52 $205,662.11 $209,775.35 $213,970.86 $218,250.28 ANNUAL FIXED RENT ---------$2,325,600.00 $2,372,112.00 $2,419,554.24 $2,467,945.32 $2,517,304.20 $2,567,650.32 $2,619,003.36

LEASE YEAR ---------Months 1-12 Months 13-24 Months 25-36

RENT PER S.F.* -------------$22.80 plus electric $23.26 plus electric $23.72 plus electric $24.20 plus electric $24.68 plus electric $25.17 plus electric $25.68 plus electric

Months 37-48 Months 49-60 Months 61-72 Months 73-84

1

LEASE YEAR ---------Months 85-96 Months 97-108 Months 109-120 Months 121-132 Months 133-144 Months 145-156 Months 157-168 Months 169-180

RENT PER S.F.* -------------$26.19 plus electric $26.71 plus electric $27.25 plus electric $27.79 plus electric $28.35 plus electric $28.92 plus electric $29.49 plus electric $30.08 plus electric

MONTHLY INSTALLMENTS -----------$222,615.28 $227,067.59 $231,608.94 $236,241.12 $240,965.94 $245,785.26 $250,701.00 $255,715.00

ANNUAL FIXED RENT ---------$2,671,383.36 $2,724,811.08 $2,779,307.38 $2,834,893.44 $2,891,591.28 $2,949,423.12 $3,008,412.00 $3,068,580.00

* Subject to adjustment as set forth in Article 14(g) (f) "Security Deposit": $100,000. (g) "Commencement Date": See Article 3. (h) "Tenant's Allocated Share": 100%; Base Amount: $5.50/sf. (i) "Rentable Area": Premises 102,000 sq. ft. Building 102,000 sq. ft. (j) "Permitted Uses": Tenant's use of the Premises shall be limited to general office use, including but not limited to, telemarketing use. Tenant's rights to use the Premises shall be subject to all applicable laws and governmental rules and regulations and to all reasonable requirements of the insurers of the Building. (k) "Broker": Insignia/ ESG. (l) "Notice Address/Contact" Tenant: Prior to Commencement:

ICT Group, Inc. 800 Town Center Drive Langhorne, PA 19047 Attention: John J. Brennan, President and Vincent M. Dadamo, General Counsel 2

After Commencement: ICT Group, Inc. ____ Lindenhurst Road Newtown, PA 18940 Attention: John J. Brennan, President and Vincent M. Dadamo, General Counsel Landlord: Brandywine Operating Partnership, L.P. 14 Campus Blvd., Suite 100 Newtown Square, Pennsylvania 19073 Attention: Brad A. Molotsky, General Counsel

with a copy to: Brandywine Realty Trust 14 Campus Blvd., Suite 100 Newtown Square, Pennsylvania

19073

Attention: Anthony Nichols, Jr. (m) "Tenant's North American Industry Classification Number": (n) "Additional Rent": All sums of money or charges required to be paid by Tenant under this Lease other than Fixed Rent, whether or not such sums or charges are designated as "Additional Rent". (o) "Rent": All Annual Fixed Rent, monthly installments of Annual Fixed Rent, Fixed Rent and Additional Rent payable by Tenant to Landlord under this Lease. 2. PREMISES. Landlord does hereby lease, demise and let unto Tenant and Tenant does hereby hire and lease from Landlord the Premises for the Term, upon the provisions, conditions and limitations set forth herein. 3. TERM The Term of this Lease shall commence (the "Commencement Date") on the date which is the earlier of (i) when Tenant, with Landlord's prior consent, assumes possession of the Premises, or (ii) upon Substantial Completion of the Tenant Improvements (as defined in Article 4 below). The Tenant Improvements (as hereinafter defined) shall be deemed "Substantially Completed" when they have been completed to the extent that the Premises may be occupied by Tenant for its Permitted Uses. The Term shall expire on the last day of the month which is 180 months from the Commencement Date. The Commencement Date shall be confirmed by Landlord and Tenant by the execution of a Confirmation of Lease Term in the form attached hereto as Exhibit "B". If Tenant fails to execute or object to the Confirmation of Lease Term within ten (10) business days of its delivery, Landlord's determination of such dates shall be deemed accepted. Notwithstanding the first sentence of this Article 3, in the event Tenant chooses to construct the Tenant Improvements under Article 4 and the Work Letter, the Commencement Date shall be the earlier of (i) the date Tenant assumes occupancy of the Premises for its Permitted Uses or (ii) 165 days following the Landlord Delivery Date (as defined in the Work Letter). 3

4. CONSTRUCTION BY LANDLORD. Landlord shall construct the Building in accordance with base building specifications to be attached hereto as Exhibit "E" and the work letter attached hereto as Exhibit "G" ("Work Letter") (collectively, the "Landlord's Work"). Landlord shall construct and do such other work to the Premises (collectively, the "Tenant Improvements") in substantial conformity with the plans and outline specifications of the plan prepared by Cathers and Associates. The Tenant Improvements shall be constructed in accordance with the Work Letter. Landlord shall only be responsible for payment of a maximum cost of $2,856,000 of which $204,000 may be used for moving expenses and $102,000 may be used for Tenant's architectural services (the "Tenant Allowance"), all such costs in excess thereof to be borne by Tenant, and shall be paid to Landlord within ten (10) days of delivery of an invoice and reasonable documentation therefor. If any material revision or supplement to Tenant Improvements is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such "substantial completion" as a result of (i) Tenant's failure to furnish plans and specifications within the time frame stated in the Work Letter; (ii) Tenant's request for materials, finishes or installations other than Landlord's standard; (iii) Tenant's changes in said plans; (iv) the performance or completion of any work, labor or services by a party employed by Tenant; or (v) Tenant's failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated in the Work Letter; then the commencement of the Term of this Lease and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of the Tenant Improvements is requested by Tenant or if Tenant fails to provide information or cooperation required by Landlord in connection with Tenant Improvements within the time periods required (each, a "Tenant's Delay") then such occurrence shall not change the Commencement Date of the Term and shall not alter Tenant's obligations under this Lease. Notwithstanding anything to the contrary stated in Section 3(a) above, the Term shall commence on the date the Premises would have been delivered to Tenant but for Tenant's Delay. Tenant shall be solely responsible for all reasonably documented and invoiced expenses which increase the costs incurred in connection with a Tenant requested change in the scope of the Landlord Work (including the finishes set forth therein). Landlord will endeavor to Substantially Complete the Tenant Improvements by February 1, 2002 ("Targeted Date"). In the event the Tenant Improvements are not Substantially Completed within two months of the Targeted Date ("Outside Date") for any reason other than Tenant Delay or Force Majeure, Fixed Rent during the Term shall be abated day for day for each day after the Outside Date the Premises are not Substantially Completed. 5. FIXED RENT; SECURITY DEPOSIT. Tenant shall pay to Landlord without notice or demand, and without set-off, the annual Fixed Rent payable in the monthly installments of Fixed Rent as set forth in Section 1(e), in advance on the first business day of each calendar month during the Term by (i) check sent to Brandywine Realty Service Corporation, P.O. Box 8538363, Philadelphia, PA 19171 or (ii) wire transfer of immediately available funds to the account at First Union National Bank, account no. 2030000359075; such transfer to be confirmed to Brandywine Realty Services Corporation accounting department (610/325-5622 - fax) by written facsimile with ABA routing number 031000503. Fixed Rent shall not commence nor be due and owing until the Commencement Date. Notwithstanding the immediately preceding sentence, the first full month's installment and the Security Deposit shall be paid upon the execution of this Lease. 4

(a) In the event any Fixed Rent or Additional Rent, charge, fee or other amount due from Tenant under the terms of this Lease are not paid to Landlord when due, Tenant shall also pay as Additional Rent a service and handling charge equal to five (5%) percent of the total payment then due. The aforesaid late fee shall begin to accrue on the first day following a payment due date, irrespective of any cure period granted hereunder. This provision shall not prevent Landlord from exercising any other remedy herein provided or otherwise available at law or in equity in the event of any default by Tenant. (b) Tenant shall be required to pay a Security Deposit of $100,000 under this Lease (the "Collateral"), as security for the prompt, full and faithful performance by Tenant of each and every provision of this Lease and of all obligations of Tenant hereunder. Upon execution hereof, Tenant shall pay the Security Deposit to Landlord in the form of (i) cash to be held in a non-interest bearing account or (ii) an irrevocable letter of credit in the amount of $100,000 in substantially the form attached hereto as Exhibit "F". The letter of credit shall name Landlord as the beneficiary thereof and shall be issued by a bank approved by Landlord. (c) No interest shall be paid to Tenant on the Collateral, and Landlord shall have the right to commingle the Collateral with other Security Deposits held by Landlord. If Tenant fails to perform any of its obligations hereunder, Landlord may use, apply or retain the whole or any part of the Collateral for the payment of (i) any rent or other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord on Tenant's behalf in accordance with the provisions of this Lease, and/or (iii) any sum which Landlord may expend or be required to expend by reason of Tenant's default, including, without limitation, any damage or deficiency in or from the reletting of the Premises as provided in this Lease. The use, application or retention of the Collateral, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law (it being intended that Landlord shall not first be required to proceed against the Collateral) and shall not operate as either liquidated damages or as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Collateral is used, applied or retained by Landlord for the purposes set forth above, Tenant agrees, within ten (10) days after the written demand therefor is made by Landlord, to deposit cash or a new letter of credit with the Landlord in an amount sufficient to restore the Collateral to its original amount. In addition to the foregoing, if Tenant defaults more than twice in its performance of a monetary obligation under this Lease, irrespective of whether such default is cured, Landlord may require Tenant to increase the Collateral to the greater of twice the (i) Fixed Rent paid monthly, or (ii) the initial amount of the Collateral. (d) If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Collateral, or any balance thereof, shall be returned to Tenant without interest after the expiration of the Term or upon any later date after which Tenant has vacated the Premises. In the absence of evidence satisfactory to Landlord of any permitted assignment of the right to receive the Collateral, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant's interest in this Lease or the Collateral. Upon the return of the Collateral, or the remaining balance thereof, to the original Tenant or any successor to the original Tenant, Landlord shall be completely relieved of liability with respect to the Collateral. 5

(e) In the event of a transfer of the Project or the Building, Landlord shall transfer the Collateral to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Collateral. Upon the assumption of such Collateral by the transferee, Tenant agrees to look solely to the new landlord for the return of said Collateral, and the provisions hereof apply to every transfer or assignment made of the Collateral to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Collateral and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. The Collateral shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. 6. ADDITIONAL RENT. (a) Commencing on the Commencement Date, and in each calendar year thereafter during the Term (as same may be extended), Tenant shall pay to Landlord, Tenant's Allocated Share of the following charges ("Recognized Expenses"), without deduction or set off except as otherwise specifically set forth herein, to the extent such Recognized Expenses exceed Base Amount of $5.50/s.f. (1) Insurance Premiums. All reasonable premiums paid or payable by Landlord for insurance with respect to the Project as follows: (a) fire and extended coverage insurance (including demolition and debris removal); (b) insurance against Landlord's rental loss or abatement (but not including business interruption coverage on behalf of Tenant), from damage or destruction from fire or other casualty; (c) Landlord's comprehensive liability insurance (including bodily injury and property damage) and boiler insurance; and (d) such other insurance as Landlord or any reputable mortgage lending institution holding a mortgage on the Premises may require ("Insurance Premiums"). If the coverage period of any of such insurance obtained by Landlord commences before or extends beyond the Term or if such insurance is provided under a blanket policy, the premium therefore shall be prorated to the Term. If any such insurance is provided by blanket coverage, the part of the premium allocated to the Project shall be equitably determined by Landlord but shall not exceed the amount of premium due if insurance was provided by a policy only insuring the Project. Should Tenant's occupancy or use of the Premises at any time change and thereby cause an increase in such insurance premiums on the Premises, Building and/or Project, Tenant shall pay to Landlord the entire amount of such reasonably documented increase, however, Tenant shall not be responsible for increases of insurance premiums on the Premises, Building and/or Project caused by other tenants in the Building. (2) Operating Expenses. All costs and expenses related to the Project incurred by Landlord, including, but not limited to: 6

(a) All costs and expenses, without taking into account discounts or rebates, related to the operation of the Building and Project, including, but not limited to, lighting, cleaning the Building exterior and common areas of the Building interior, trash removal and recycling, repairs and maintenance of the roof and storm water management system, on-going maintenance of fire suppression and alarm systems, utilities benefiting the common areas ("Utilities"), removing snow, ice and debris and maintaining all landscape areas, (including replacing and replanting flowers, shrubbery and trees), maintaining and repairing all other exterior improvements on the Project, all repairs and compliance costs necessitated by laws enacted or which become effective after the date hereof (including, without limitation, any additional regulations or requirements enacted after the date hereof regarding the Americans With Disabilities Act (as such applies to the Project or common areas but not to any individual tenant's space), if applicable) required of Landlord under applicable laws, rules and regulations and policing and regulating traffic to and from the Project. (b) All costs and expenses incurred by Landlord for environmental testing, sampling or monitoring required by statute, regulation or order of governmental authority, except to the extent the foregoing is necessitated by the spilling or depositing of any hazardous substance on the Project by Landlord or any tenant of the Building. (c) Any other expense or charge (including reasonably allocated general and administrative charges) which would typically be considered an expense of maintaining, operating or repairing the Project under generally accepted accounting principles. (d) Management fee not to exceed five (5%) percent of Fixed Rent which is applicable to the overall operation of the Project. It is expressly understood that legal fees incurred in an action against an individual tenant shall not be deemed includable as an operating expense pursuant to this provision. (e) Capital expenditures and capital repairs and replacements shall be included as operating expenses solely to the extent of the amortized costs of same over the useful life of the improvement in accordance with generally accepted accounting principles. Notwithstanding the foregoing, the term "Recognized Expenses" shall not include any of the following: (a) Repairs or other work occasioned by fire, windstorm or other insured casualty or by the exercise of the right of eminent domain; (b) Leasing commissions, accountants', consultants', auditors or attorneys' fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord's title to or interest in the real property or any part thereof; 7

(c) Costs incurred by Landlord in connection with construction of the Building and related facilities, the correction of latent defects in construction of the Building or the discharge of Tenant Improvements; (d) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space; (e) Costs of any items or services sold or provided to tenants (including Tenant) for which Landlord is reimbursed by such tenants; (f) Depreciation and amortization; (g) Costs incurred due to a breach by Landlord or any other tenant of the terms and conditions of any lease; (h) The cost for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser; (i) Interest on debt or amortization payments on any mortgage or deeds of trust or any other borrowings and any ground rent; (j) Ground rents or rentals payable by Landlord pursuant to any over-lease; (k) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (l) Costs incurred in managing or operating any "pay for" parking facilities within the Project; (m) Expenses resulting from the negligence or willful misconduct of Landlord; (n) Any fines or fees for Landlord's failure to comply with governmental, quasi-governmental, or regulatory agencies' rules and regulations; and (o) Legal, accounting and other expenses related to Landlord's financing, re-financing, mortgaging or selling the Building or the Project. (3) Taxes. Taxes shall be defined as all taxes, assessments and other governmental charges ("Taxes"), including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term to the extent such Taxes are properly allocable to the Term or, if levied or assessed prior to the Term, which properly are 8

allocable to the Term, and real estate tax appeal expenditures incurred by Landlord to the extent of any reduction resulting thereby. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or imposed (i) a tax on the rents received from such real estate, or (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in the computation of Taxes hereunder. (b) Tenant shall pay, in monthly installments in advance, on account of Tenant's Allocated Share of Recognized Expenses and Taxes, the estimated amount of the increase of such Recognized Expenses and Taxes for such year in excess of the Base Amount as determined by Landlord in its reasonable discretion and as set forth in a notice to Tenant, such notice to include the basis for such calculation. Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a "Lease Year"), or part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses and Taxes in excess of the Base Amount and shall indicate what Tenant's projected share of Recognized Expenses and Taxes shall be. Said amount shall be paid in equal monthly installments in advance by Tenant as Additional Rent commencing January 1 of the applicable Lease Year. (c) If during the course of any Lease Year, Landlord shall have reason to believe that the Recognized Expenses and Taxes shall be different than that upon which the aforesaid projections were originally based, then Landlord, one time in any calendar year, shall be entitled to adjust the amount by reallocating the remaining payments for such year, for the months of the Lease Year which remain for the revised projections, and to advise Tenant of an adjustment in future monthly amounts to the end result that the Recognized Expenses and Taxes shall be collected on a reasonably current basis each Lease Year. (d) Intentionally omitted. (e) By April 30th of each Lease Year or as soon thereafter as administratively available, Landlord shall send to Tenant a reasonably detailed statement of actual expenses incurred for Recognized Expenses and Taxes ("Recognized Expenses Statement") for the prior Lease Year showing the Allocated Share due from Tenant. Landlord shall use its reasonable efforts to provide Tenant with the aforesaid statements on or before April 30 of each Lease Year; provided, if Landlord does not furnish Tenant with an Recognized Expenses Statement for any calendar year during the Term, within twenty-four (24) months of the end of each calendar year and within twelve (12) months from the date of expiration or earlier termination of this Lease, then (a) Landlord shall no longer have the right to deliver an Recognized Expenses Statement for such calendar year for the purpose of collecting a deficiency for said calendar year, (b) Landlord shall still be obligated to deliver an Recognized Expenses 9

Statement for such calendar year if there is an overpayment by Tenant for such calendar year. In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on account of Recognized Expenses and Taxes until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future payments on account of Recognized Expenses and Taxes, Landlord shall pay to Tenant the difference between the credit in such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within thirty (30) days of receipt. In the event Landlord is refunded Taxes during the Term, Landlord shall pass that refund to Tenant, and this obligation shall survive the expiration or earlier termination of the Lease. (f) Each of the Recognized Expenses and Tax amounts, whether requiring lump sum payment or constituting projected monthly amounts added to the Fixed Rent, shall for all purposes be treated and considered as Additional Rent and the failure of Tenant to pay the same as and when due in advance and without demand shall have the same effect as failure to pay any installment of the Fixed Rent and shall afford Landlord all the remedies in the Lease therefor as well as at law or in equity. (g) If this Lease terminates other than at the end of a calendar year, Landlord's annual estimate of Recognized Expenses and Taxes shall be accepted by the parties as the actual Recognized Expenses and Taxes for the year until Landlord provides Tenant with an actual statement in accordance with subsection 6(d) above. (h) Tenant shall have the right, at its sole cost and expense, to audit or have its appointed accountant audit Landlord's records related to Recognized Expenses within 120 days of the date Tenant receives a Recognized Expenses Statement provided that any such audit may not occur more frequently than once each calendar year nor apply to any year prior to the year to which the most recently received Recognized Expenses Statement pertains. In the event Tenant's audit discloses any discrepancy, Landlord and Tenant shall use their best efforts to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association in Philadelphia, Pennsylvania. The decision rendered in such arbitration shall be final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the respective parties' responsibility, shall be divided equally between the parties. In the event, by agreement or as a result of an arbitration decision, it is determined that the actual Recognized Expenses were more or less than those claimed by the Landlord by more than ten percent (10%), then the actual, reasonable hourly costs to Tenant of Tenant's audit (including legal and accounting costs) shall be reimbursed by Landlord. Tenant agrees not to utilize a contingent fee auditor. In the event it is determined by arbitration that the actual Recognized Expenses exceeded those claimed by the Landlord by more or less than ten percent (10%), due to the negligence or willful misconduct of Landlord, then Tenant shall be entitled to recover its actual and reasonable damages caused by such negligence or intentional misconduct. 10

7. ELECTRICITY CHARGES. Tenant shall make arrangements with the electric utility company to provide, in Tenant's name electricity necessary for Tenant's use of the Premises, and Tenant shall cause such utility to be separately metered, to the extent possible. Tenant shall pay directly to the company furnishing utility service the cost of all service connection fees and the cost of all utilities consumed throughout the Term. In the event that Tenant fails to pay in a timely manner any sum required under this Section, Landlord shall have the right, but not the obligation, to pay any such sum. Any sum so paid by Landlord shall be deemed to be owing by Tenant to Landlord and due and payable as Additional Rent within five (5) days after demand therefor. Tenant's obligations for the payment of the costs incurred for utilities that serve the Premises prior to the termination of this Lease shall survive termination hereof. 8. SIGNS; USE OF PREMISES AND COMMON AREAS. (a) Landlord shall provide Tenant with standard identification signage on all Building directories. Subject to applicable municipal and township requirements and approvals, and Landlord's prior approval as to type, size, location, design, lighting, air structural and aesthetic features, Tenant shall have the right to (i) be included on the ground mounted complex signage along Lindenhurst Road and (ii) request that Landlord install facade signs on the Building, with such facade signs to bear the name of the Tenant and the cost of all signage to be borne by Tenant or paid out of the Tenant Allowance . No other signs shall be placed, erected or maintained by Tenant at any place upon the Premises, Building or Project. (b) Tenant may use and occupy the Premises only for the express and limited purposes stated in Article 1(j) above; and the Premises shall not be used or occupied, in whole or in part, for any other purpose without the prior written consent of Landlord; provided that Tenant's right to so use and occupy the Premises shall remain expressly subject to the provisions of "Governmental Regulations", Article 28 herein. Subject to the last paragraph of Section 10 below, no machinery or equipment shall be permitted that shall cause vibration, noise or disturbance beyond the Premises. (c) Tenant shall not overload any floor or part thereof in the Premises or the Building, including any public corridors or elevators therein, bringing in, placing, storing, installing or removing any large or heavy articles, and Landlord may prohibit, or may direct and control the location and size of, safes and all other heavy articles, and may require, at Tenant's sole cost and expense, supplementary supports of such material and dimensions as Landlord may deem necessary to properly distribute the weight. (d) Tenant shall not install in or for the Premises, without Landlord's prior written approval, which approval shall not be unreasonably withheld, any equipment which requires more electric current than Landlord is required to provide under this Lease, and Tenant shall ascertain from Landlord the maximum amount of load or demand for or use of electrical current which can safely be permitted in and for the Premises, taking into account the capacity of electric wiring in the Building and the Premises and the needs of Building common areas (interior and exterior) and the requirements of other tenants of the Building, Tenant and shall not in any event connect a greater load than such safe capacity. The electrical capacity of the Building is set forth on Exhibit "E" attached hereto and made a part hereof. 11

(e) Tenant shall not commit or suffer any waste upon the Premises, Building or Project or any nuisance, or do any other act or thing which may disturb the quiet enjoyment of any other tenant in the Building or Project. (f) Tenant shall have the right, non-exclusive and in common with others, to use the exterior paved driveways and walkways of the Building for vehicular and pedestrian access to the Building and all other interior common areas. Provided Tenant is the only tenant in the Building, Tenant shall also have the exclusive right to use the designated parking areas of the Project for the parking of automobiles of Tenant and its employees and business visitors, incident to Tenant's permitted use of the Premises; provided that if Tenant is not the only tenant in the Building, Landlord shall have the right to restrict or limit Tenant's utilization of the parking areas in the event the same become overburdened and in such case to equitably allocate on proportionate basis or assign parking spaces among Tenant and the other tenants of the Building. Landlord shall have the right to establish reasonable regulations, applicable to all tenants, governing the use of or access to any interior or exterior common areas; and such regulations, when communicated by written notification from Landlord to Tenant, shall be deemed incorporated by reference hereinafter and part of this Lease. Notwithstanding the foregoing, Landlord shall provide Tenant with five (5) reserved parking places. 9. ENVIRONMENTAL MATTERS. (a) Hazardous Substances. (i) Tenant shall not, except as provided in subparagraph (ii) below, bring or otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as the same may from time to time be amended, and the regulations promulgated pursuant thereto ("CERCLA"); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; and/or (y) any other rule, regulation, ordinance, statute or requirements of any governmental or administrative agency regarding the environment (collectively, (x) and (y) shall be referred to as an "Applicable Environmental Law"). (ii) Tenant may bring to and use at the Premises, hazardous substances incidental to its normal business operations under the NAI Code referenced in paragraph 1(m) above in de minimis quantities and in accordance with all Applicable Environmental Law. Tenant shall store and handle such substances in strict accordance with all Applicable Environmental Law. 12

(b) NAI Numbers. (i) Tenant represents and warrants that Tenant's NAI number as designated in the North American Industry Classification System Manual prepared by the Office of Management and Budget, and as set forth in Article 1(m) hereof, is correct. Tenant represents that the specific activities intended to be carried on in the Premises are in accordance with Article 1(j). (ii) Tenant shall not engage in operations at the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of "hazardous substances" or "hazardous waste" as such terms are defined under any Applicable Environmental Law. Tenant further covenants that it will not cause or permit to exist any "discharge" (as such term is defined under Applicable Environmental Laws) on or about the Premises. (iii) In addition, upon written request of Landlord, Tenant shall cooperate with Landlord in obtaining Applicable Environmental Laws approval of any transfer of the Building. Specifically in that regard, Tenant agrees that it shall (1) execute and deliver all affidavits, reports, responses to questions, applications or other filings required by Landlord and related to Tenant's activities at the Premises, (2) allow inspections and testing of the Premises during normal business hours, and (3) as respects the Premises, perform any requirement reasonably requested by Landlord necessary for the receipt of approvals under Applicable Environmental Law, provided the foregoing shall be at no out-of-pocket cost or expense to Tenant except for clean-up and remediation costs arising from Tenant's violation of this Article 9. (c) Additional Terms. In the event of Tenant's failure to comply in full with this Article, Landlord may, after written notice to Tenant and Tenant's failure to cure within thirty (30) days of its receipt of such notice, at Landlord's option, perform any and all of Tenant's obligations as aforesaid and all reasonable costs and expenses incurred by Landlord in the exercise of this right shall be deemed to be Additional Rent payable on demand and with interest at the Default Rate. The parties acknowledge and agree that Tenant shall not be held responsible for any environmental issue at the Premises unless such issue was caused by an action or omission of Tenant or its agents, employees, consultants or invitees. This Article 9 shall survive the expiration or sooner termination of this Lease for five (5) years. In the event that no such claim shall have been brought within such time frame, Tenant shall be released of any and all such liability. (d) Landlord Warranty. To the best of Landlord's actual knowledge, Landlord warrants that the Premises and Project are free and clear of any Hazardous Materials from Landlord's operation or any prior tenant's operation and that Landlord will indemnify Tenant from any and all contamination of the Project caused by Landlord or its agents, employees or invitees. 10. TENANT'S ALTERATIONS. Tenant will not cut or drill into or secure any fixture, apparatus or equipment or make alterations, improvements or physical additions (collectively, "Alterations") of any kind to any part of the Premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld. Alterations shall be with Landlord's consent, which shall not be unreasonably withheld and be performed by Tenant, at its sole cost and expense. Landlord's consent shall not be required for the installation of any office equipment or fixtures including internal partitions which do not 13

require disturbance of any structural elements or systems (other than attachment thereto) within the Building. Moreover, Landlord's consent shall not be required where (1) the improvement involved cost less than $50,000 each or an aggregate of $200,000 per year and (2) the same shall not affect the Building structure or systems or in any manner diminish or impair the value of the Building as a modern, first class suburban office building. If Landlord approves Tenant's Alterations or if no approval is required, Tenant, prior to the commencement of labor or supply of any materials, must furnish to Landlord (i) a duplicate or original policy or certificates of insurance evidencing (a) general public liability insurance for personal injury and property damage in the minimum amount of $1,000,000.00 combined single limit, (b) statutory workman's compensation insurance, and (c) employer's liability insurance from each contractor to be employed (all such policies shall be non-cancelable without thirty (30) days prior written notice to Landlord and shall be in amounts and with companies satisfactory to Landlord); (ii) construction documents prepared and sealed by a registered Pennsylvania architect if such alteration is in excess of $25,000; (iii) all applicable building permits required by law; and (iv) an executed, effective Waiver of Mechanics Liens from such contractors and all sub-contractors. Any consent by Landlord permitting Tenant to do any or cause any work to be done in or about the Premises shall be and hereby is conditioned upon Tenant's work being performed by workmen and mechanics working in harmony and not interfering with labor employed by Landlord, Landlord's mechanics or their contractors or by any other tenant or their contractors. If at any time any of the workmen or mechanics performing any of Tenant's work shall be unable to work in harmony or shall interfere with any labor employed by Landlord, other tenants or their respective mechanics and contractors, then the permission granted by Landlord to Tenant permitting Tenant to do or cause any work to be done in or about the Premises, may be withdrawn by Landlord upon forty-eight (48) hours written notice to Tenant. All Alterations (whether temporary or permanent in character) made in or upon the Premises (other than the Landlord Work which will remain on the Premises), either by Landlord or Tenant, shall be Landlord's property upon installation and shall remain on the Premises without compensation to Tenant unless Landlord provides written notice to Tenant to remove same at the expiration of the Lease, in which event Tenant shall promptly remove such Alterations and restore the Premises to good order and condition. All furniture, movable trade fixtures and equipment (including telephone and communication equipment system wiring and cabling) installed by Tenant, its assignees and sublessees) shall be removed by Tenant at the termination of this Lease. All such installations, removals and restoration shall be accomplished in a good and workmanlike manner so as not to damage the Premises or Building and in such manner so as not to disturb other tenants in the Building. If Tenant fails to remove any items required to be removed pursuant to this Article, Landlord may do so and the reasonable costs and expenses thereof shall be deemed Additional Rent hereunder and shall be reimbursed by Tenant to Landlord within fifteen (15) business days of Tenant's receipt of an invoice therefor from Landlord. 14

11. CONSTRUCTION LIENS. (a) Tenant will not suffer or permit any contractor's, subcontractor's or supplier's lien (a "Construction Lien") to be filed against the Premises or any part thereof by reason of work, labor services or materials supplied or claimed to have been supplied to Tenant; and if any Construction Lien shall at any time be filed against the Premises or any part thereof, Tenant, within thirty (30) days after notice of the filing thereof, shall cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such Construction Lien to be discharged within the period aforesaid, then in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord, plus all of Landlord's costs and expenses associated therewith (including, without limitation, reasonable legal fees), shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand with interest from the date of advance by Landlord at the Default Rate. (b) Nothing in this Lease, or in any consent to the making of alterations or improvements shall be deemed or construed in any way as constituting authorization by Landlord for the making of any alterations or additions by Tenant within the meaning of 49 P.S. Sections 1101-1902, as amended, or under the Contractor and Subcontractor Payment Act or any amendment thereof, or constituting a request by Landlord, express or implied, to any contractor, subcontractor or supplier for the performance of any labor or the furnishing of any materials for the use or benefit of Landlord. 12. ASSIGNMENT AND SUBLETTING. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed, assign, transfer, mortgage or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If, at any time Tenant desires to (1) assign this Lease or (2) sublet more than twenty percent (20%) of the Premises (20,000 square feet) or (3) sublet for a term which would end during the last Lease Year, then Tenant shall give notice to Landlord of (i) Tenant's desire to sublet or assign and in the case of subletting (ii) the square footage proposed to be sublet and Landlord shall have thirty (30) days (the "Notice Period") after Landlord's receipt of such notice to give Tenant written notice of its election to recapture that portion of the Premises as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the 15

space being recaptured. If Landlord shall not exercise the foregoing right of recapture within said Notice Period, Landlord shall be deemed to have waived its right to recapture such space. Within 120 days of the expiration of said Notice Period, or, in the event Landlord does not have the right to recapture then within a reasonable time of finding a proposed subtenant or assignee, Tenant shall provide Landlord the following information regarding the proposed subtenant or assignee: the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof) and any other information Landlord may reasonably request with respect to such proposed subtenant or assignee. Landlord shall respond to Tenant's request for consent to said subletting or assignment within ten (10) business days of the date Landlord is in receipt of all of the foregoing information. In the event Landlord fails to respond with said time frame, Landlord's consent shall be deemed withheld to such sublet or assignment. Landlord shall not have a right to recapture if Tenant proposes to sublet less than twenty percent (20%) of the Premises or proposes to sublet for a term which would end prior to the last Lease Year. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease, reasonable wear and tear and damage by casualty excepted. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. 16

(d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), or if Landlord does not have the right to recapture, then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of five (5) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within five (5) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) in Landlord's reasonable opinion, the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (ii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iii) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (iv) Tenant is proposing a sublease at a subrental rate which is materially less, in Landlord's reasonable documented opinion, than the then fair market subrental rate for the portion of the Premises being subleased or assigned, or Tenant is proposing to assign or sublease to an existing tenant within the Building, or another prospect with whom Landlord or its partners, or their affiliates are then negotiating and the Landlord has comparable space within a two (2) mile radius of the Building to meet said party's needs; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than five (5) parking spaces per 1,000 rentable square feet of floor space, or (vii) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgement, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including but not limited to standard leasing commissions and reasonable attorneys' fees) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. 17

(f) Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained. (h) In connection with each proposed assignment or subletting of the Premises by Tenant to which Tenant must seek Landlord's consent, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for a Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500. (i) Notwithstanding anything in this Lease to the contrary, Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e. an entity controlling, controlled by or under common control with Tenant) corporation of Tenant or to a corporation to which it sells or assigns all or substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least equal to $10,000,000 (each, an "Affiliate"), and it shall deliver such assumption with a copy of such assignment to Landlord within thirty (30) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Notwithstanding anything in this Lease to the contrary, Tenant may, after notice to, but without the consent of Landlord, sublet less than twenty percent (20%) of the Premises for a term of less than three years (which term may not end during the last two Lease Years) provided the following conditions are satisfied: (1) such subtenant's proposed business operation would not be inconsistent with the "Permitted Use " specified herein; (2) the portion of the Premises requested to be subleased would not render the balance of the Premises unleasable as a separate area; (3) the proposed subtenant is not an existing tenant within the Building, or another prospect with whom Landlord or its partners, or their affiliates are then negotiating and the Landlord has comparable space within a ten (10) mile radius of the Building to meet said party's needs and (4) each sublease is in writing and contains commercially reasonable terms, including a requirement to post a cash security deposit in the amount of not less than two months sub-rent. Tenant hereby assigns to Landlord the absolute right to all such security deposits, and Landlord hereby grants Tenant the license to hold and apply such security deposits which license shall terminate automatically upon an Event of Default. 18

(k) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default or has previously defaulted two (2) times during the Term in connection with any of its monetary obligations under this Lease. 13. LANDLORD'S RIGHT OF ENTRY. Landlord and persons authorized by Landlord may enter the Premises at all reasonable times upon reasonable advance notice (except in the case of an emergency in which case no prior notice is necessary) for the purpose of inspections, repairs, alterations to adjoining space, appraisals, or other reasonable purposes; including enforcement of Landlord's rights under this Lease. Landlord shall not be liable for inconvenience to or disturbance of Tenant by reason of any such entry; provided, however, that such entry and activities shall be done, so far as practicable, so as to not unreasonably interfere with Tenant's use of the Premises and provided that Landlord shall be responsible for any negligence or willful acts in connection with such entry and activities. Provided, however, that such efforts shall not require Landlord to use overtime labor unless Tenant shall pay for the increased costs to be incurred by Landlord for such overtime labor. Landlord also shall have the right to enter the Premises at all reasonable times after giving at least twenty-four (24) house oral notice to Tenant, to exhibit the Premises to any prospective purchaser, tenant and/or mortgagee. 14. REPAIRS AND MAINTENANCE. (a) Except as specifically otherwise provided in subparagraphs (b) and (c) of this Article, Tenant, at its sole cost and expense and throughout the Term of this Lease, shall keep and maintain the Premises in good order and condition, free of accumulation of dirt and rubbish, and shall promptly make all non-structural repairs necessary to keep and maintain such good order and condition. Landlord shall replace lights, ballasts, tubes, ceiling tiles, outlets and similar equipment as required for repairs or replacement and the charge or cost associates with same shall be included as part of Recognized Expenses as set forth in Section 6. Landlord shall make such repairs or replacements to the Premises within a reasonable time of notice to Landlord. Tenant shall not use or permit the use of any portion of the Premises for outdoor storage. When used in this Article 14, the term "repairs" shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the Building and the Premises. 19

(b) Landlord, throughout the Term of this Lease and at Landlord's sole cost and expenses, shall make all necessary repairs to the footings and foundations and the structural steel columns and girders forming a part of the Premises. (c) Landlord shall maintain all HVAC systems, plumbing and electric systems serving the Building and the Premises with the exception of any systems installed as a Tenant Improvement or an Alteration such as supplemental HVAC equipment ("Tenant's Specialized Systems"). Tenant shall maintain Tenant's Specialized Systems at Tenant's sole cost and expense. Tenant's Allocated Share of Landlord's cost for HVAC, electric and plumbing service, maintenance and repairs, as limited under Article 6 with respect to capital expenditures, shall be included as a portion of Recognized Expenses as provided in Article 6 hereof. (d) Landlord, throughout the Term of this Lease, shall make all necessary repairs to the Building outside of the Premises and to the common areas, including the roof, walls, exterior portions of the Premises and the Building, utility lines, equipment and other utility facilities in the Building, and to any driveways, sidewalks, curbs, loading, parking and landscaped areas, and other exterior improvements for the Building; provided, however, that Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair or Landlord has actual knowledge of the need to make such repair. Tenant shall pay its Allocated Share of the cost of all repairs, as limited under Article 6 with respect to capital repairs, to be performed by Landlord pursuant to this Paragraph 14(d) as Additional Rent as provided in Article 6 hereof. (e) Landlord shall keep and maintain all common areas appurtenant to the Building and any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free of accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a neat and orderly condition. Tenant shall pay its Allocated Share of the cost of all work to be performed by Landlord pursuant to this Paragraph (e) as Additional Rent as provided in Article 6 hereof. (f) Notwithstanding anything herein to the contrary, repairs to the Premises, Building or Project and its appurtenant common areas made necessary by a negligent or willful act or omission of Tenant or any employee, agent, contractor, or invitee of Tenant shall be made at the sole cost and expense of Tenant, except to the extent of insurance proceeds received by Landlord. (g) Landlord shall provide Tenant with janitorial services for the Premises Monday through Friday of each week in accordance with the guidelines set forth in Exhibit "D" attached hereto and the Tenant shall pay its Allocated Share of the cost thereof as Additional Rent as provided in Article 6 hereof. Tenant, at it's option, on ninety days prior written notice to Landlord, may terminate Landlord's janitorial service. In the event Landlord is no longer providing such services, Fixed Rent shall decrease by $.90 per rentable square foot or the amount being billed for such services at such time, whichever is greater. 20

15. INSURANCE; SUBROGATION RIGHTS. (a) Tenant shall obtain and keep in force at all times during the term hereof, at its own expense, comprehensive general liability insurance including contractual liability and personal injury liability and all similar coverage, with combined single limits of $3,000,000.00 on account of bodily injury to or death of one or more persons as the result of any one accident or disaster and on account of damage to property. Tenant shall also require its movers to procure and deliver to Landlord a certificate of insurance naming Landlord as an additional insured. (b) Tenant shall, at its sole cost and expense, maintain in full force and effect on all Tenant's trade fixtures, equipment and personal property on the Premises, a policy of all risk property insurance covering the full replacement value of such property. (c) All insurance required hereunder shall not be subject to cancellation without at least thirty (30) days prior notice to all insureds, and shall name Landlord, Brandywine Realty Trust, Brandywine Operating Partnership, L.C., Landlord's Agent and Tenant as insureds, as their interests may appear, and, if requested by Landlord, shall also name as an additional insured any mortgagee or holder of any mortgage which may be or become a lien upon any part of the Premises. Prior to the commencement of the Term, Tenant shall provide Landlord with certificates which evidence that the coverages required have been obtained and that premiums have been paid in full for the policy periods. Tenant shall also furnish to Landlord throughout the term hereof replacement certificates, together with evidence of like paid premiums at least thirty (30) days prior to the expiration dates of the then current policy or policies. All the insurance required under this Lease shall be issued by insurance companies authorized to do business in the Commonwealth of Pennsylvania with a financial rating of at least an A-X as rated in the most recent edition of Best's Insurance Reports and in business for the past five years. The limit of any such insurance shall not limit the liability of Tenant hereunder. If Tenant fails to procure and maintain such insurance, Landlord may, but shall not be required to, procure and maintain the same, at Tenant's expense to be reimbursed by Tenant as Additional Rent within ten (10) days of written demand. Any deductible under such insurance policy or self-insured retention under such insurance policy in excess of Twenty Thousand ($20,000) must be approved by Landlord in writing prior to issuance of such policy. Tenant shall not self-insure without Landlord's prior written consent. The policy limits set forth herein shall be subject to periodic review, and Landlord reserves the right to require that Tenant increase the liability coverage limits if, in the reasonable opinion of Landlord, the coverage becomes inadequate or is less than commonly maintained by tenants of similar buildings in the area making similar uses. (d) Landlord shall obtain and maintain the following insurance during the Term of this Lease: (i) replacement cost insurance including all risk perils on the Building and on the Project, (ii) builder's risk insurance for the Landlord Work to be constructed by Landlord in the Project, and (iii) comprehensive commercial liability insurance (including bodily injury and property damage) covering Landlord's operations at the Project in amounts reasonably required by the Landlord's lender or Landlord. 21

(e) Each party hereto, and anyone claiming through or under them by way of subrogation, waives and releases any cause of action it might have against the other party and Landlord, Brandywine Realty Trust, Brandywine Operating Partnership, L.P., and their respective employees, officers, members, partners, trustees and agents, on account of any loss or damage that is insured against under any insurance policy required to be obtained hereunder (to the extent that such loss or damage is recoverable under such insurance policy) that covers the Project, Building or Premises, Landlord's or Tenant's fixtures, personal property, leasehold improvements or business and which names Landlord, Brandywine Realty Trust and Brandywine Operating Partnership, L.P., or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will cause its insurance carrier to endorse all applicable policies waiving the carrier's right of recovery under subrogation or otherwise against the other party. During any period while such waiver of right of recovery is in effect, each party shall look solely to the proceeds of such policies for compensation for loss, to the extent such proceeds are paid under such policies. 16. INDEMNIFICATION. (a) Tenant shall defend, indemnify and hold harmless Landlord, Brandywine Operating Partnership, L.P. and Brandywine Realty Trust and their respective partners, officers, trustees, employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all reasonable attorney's fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from (i) any activity, work or things done, permitted or suffered by Tenant or its agents, licensees or invitees in or about the Premises or elsewhere contrary to the requirements of the Lease, (ii) any breach or default in the performance of any obligation of Tenant's part to be performed under the terms of this Lease, and (iii) any negligence or willful act of Tenant or any of Tenant's agents, contractors, employees or invitees. Without limiting the generality of the foregoing, Tenant's obligations shall include any case in which Landlord, Brandywine Operating Partnership, L.P. or Brandywine Realty Trust shall be made a party to any litigation commenced by or against Tenant, its agents, subtenants, licensees, concessionaires, contractors, customers or employees, in which event Tenant shall defend, indemnify and hold harmless Landlord, Brandywine Operating Partnership, L.P., or Brandywine Realty Trust and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by Landlord, Brandywine Operating Partnership, L.P., and Brandywine Realty Trust in connection with such litigation, after notice to Tenant and Tenant's refusal to defend such litigation, and upon notice from Landlord shall defend the same at Tenant's expense by counsel satisfactory to Landlord. (b) Landlord shall defend, indemnify and hold harmless Tenant and its employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all attorney's fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from (i) any activity, work or things done, permitted or suffered by Landlord in or about the Project or elsewhere contrary to the requirements of the Lease, (ii) any breach or default in the performance of any obligation on Landlord's part to be performed under the terms of this Lease, and (iii) any negligence or willful act of Landlord or any of Landlord's agents, contractors or employees, and in case Tenant shall be made a party to any litigation commenced by or against Landlord, its agents, contractors or employees, then Landlord shall defend, indemnify and hold harmless Tenant and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by Tenant in connection with such litigation, after notice to Landlord and Landlord's refusal to defend such litigation, and upon notice from Tenant shall defend the same at Landlord's expense by counsel satisfactory to Tenant. Landlord shall further indemnify and hold harmless Tenant from and against any and all third-party claims, actions, damages, liability and expense (including, without limitation, reasonable attorney's fees and disbursements) which may be imposed upon or incurred by or asserted against Tenant by reason of loss of life, personal injury and/or damage to property occurring in or about, or arising out of, the Premises, adjacent sidewalks and loading platforms or areas and common areas appurtenant to the Building occasioned by reason of any act or omission of Landlord, its agents, contractors or employees. 22

17. QUIET ENJOYMENT. Provided Tenant is not in default of the terms and conditions of this Lease, including the payment of Fixed Rent and Additional Rent, to be performed by Tenant, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord, or anyone claiming by through or under Landlord under and subject to the terms and conditions of this Lease and of any mortgages now or hereafter affecting all of or any portion of the Premises. 18. FIRE DAMAGE. (a) Except as provided below, in case of damage to the Premises by fire or other insured casualty, Landlord shall repair the damage. Such repair work shall be commenced promptly following notice of the damage and completed with due diligence, taking into account the time required for Landlord to effect a settlement with and procure insurance proceeds from the insurer, except for delays due to Force Majeure (as defined in Section 37), provided however, that Landlord shall notify Tenant within five (5) business days following the onset of a Force Majeure event. (b) Notwithstanding the foregoing, if (i) the damage is of a nature or extent that, in Landlord's reasonable judgment (to be communicated to Tenant promptly but in any event within thirty (30) days from the date of the casualty), the repair and restoration work would require more than one hundred eighty (180) consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime), or (ii) if more than thirty (30%) percent of the total area of the Building is extensively damaged, either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other within ten (10) days of Tenant's receipt of the notice from Landlord described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. (c) If the insurance proceeds received by Landlord as dictated by the terms and conditions of any financing then existing on the Building, (excluding any rent insurance proceeds) would not be sufficient to pay for repairing the damage or are required to be applied on account of any mortgage which encumbers any part of the Premises or Building, or if the nature of loss is not covered by Landlord's fire insurance coverage, Landlord may elect either to (i) repair the damage as above provided notwithstanding such fact or (ii) terminate this Lease by giving Tenant notice of Landlord's election as aforesaid. (d) In the event Landlord has not completed restoration of the Premises within one hundred eighty (180) days from the date of casualty (subject to delay due to Force Majeure as set forth in subsection 18(a) above, Tenant may terminate this Lease by written notice to Landlord within thirty (30) days following the expiration of such 180 day period (as extended for reasons beyond Landlord's control as provided above) unless, within thirty (30) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered the Premises to Tenant for occupancy. Notwithstanding the foregoing, in the event Tenant is responsible for the aforesaid casualty, Tenant shall not have the right to terminate this Lease if Landlord is willing to rebuild and restore the Premises. 23

(e) In the event of damage or destruction to the Premises or any part thereof, Tenant's obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated as of the date of such fire or other casualty. Such equitable adjustment or abatement shall take into account whether Tenant is able to operate its business for it Permitted Uses at the Premises. 19. SUBORDINATION; RIGHTS OF MORTGAGEE. (a) This Lease shall be subject and subordinate at all times to the lien of any mortgages now or hereafter placed upon the Premises, Building and/or Project and land of which they are a part without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination, provided, however, that so long as Tenant or its successors or assigns is not in default under any of the provisions of this Lease: (i) the interest of Tenant and its successors, assigns and subtenants under this Lease shall not be diminished or interfered with, (ii) Tenant, its successors, assigns and subtenants may remain undisturbed and in quiet possession under this Lease, and (c) no such rights shall be disturbed by any proceeding taken by the mortgagee against Landlord or by foreclosure by the mortgagee. Tenant further agrees to execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage and such further instrument or instruments of attornment as shall be reasonably requested by any mortgagee or proposed mortgagee or by or by a ground lessor, licensor or party to an agreement under any such ground lease, license or agreement, respectively. Notwithstanding the foregoing, any 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 and delivery and in that event such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. (b) In the event Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant agrees to give to the holder of any mortgage (collectively the "Mortgagee") now or hereafter placed upon the Premises, Building and/or Project, notice as may be reasonably required by such Mortgagee. Landlord shall use its best efforts to deliver a subordination, attornment and nondisturbance agreement ("Nondisturbance Agreement") from each future Landlord's Mortgagee, on each such mortgagee's standard form, which shall provide, inter alia, that the leasehold estate granted to Tenant under this Lease will not be terminated or disturbed by reason of the foreclosure of the mortgage held by Landlord's Mortgagee, so long as Tenant shall not be in default under this Lease and shall pay all sums due under this Lease without offsets or defenses thereto, except as specifically set forth herein, and shall fully perform and comply with all of the terms, covenants and conditions of this Lease on the part of Tenant to be performed and/or complied with, and in the event a future mortgagee or its respective successor or assigns shall enter into and lawfully become possessed of the Premises covered by this Lease and shall succeed to the rights of Landlord hereunder, Tenant will attorn to the successor as its landlord under this Lease and, upon the request of such successor landlord, Tenant will execute and deliver an attornment agreement in favor of the successor landlord. 24

20. CONDEMNATION. (a) If more than twenty (20%) percent of the floor area of the Premises is taken or condemned for a public or quasi-public use (a sale in lieu of condemnation to be deemed a taking or condemnation for purposes of this Lease), this Lease shall, at either party's option, terminate as of the date title to the condemned real estate vests in the condemnor, and the Fixed Rent and Additional Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to that date and all rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant and neither party shall thereafter have any liability hereunder. (b) If less than twenty (20%) percent of the floor area of the Premises is taken or if neither Landlord nor Tenant have elected to terminate this Lease pursuant to the preceding sentence, Landlord shall do such work as may be reasonably necessary to restore the portion of the Premises not taken to tenantable condition for Tenant's uses provided however, if Landlord determines that the net award/damages available for restoration of the Premises, Building and/or Project will not be sufficient to pay the cost of restoration, or if the condemnation damage award is required to be applied on account of any mortgage which encumbers any part of the Premises, Building and/or Project, Landlord may terminate this Lease by giving Tenant thirty (30) days prior notice specifying the termination date which shall be the date title to the condemned real estate vests in the condemnor. (c) If this Lease is not terminated after any such taking or condemnation, the Fixed Rent and the Additional Rent shall be equitably reduced in proportion to the area of the Premises which has been taken for the balance of the Term. (d) If a part or all of the Premises shall be taken or condemned, all compensation awarded upon such condemnation or taking shall go to Landlord and Tenant shall have no claim thereto other than Tenant's damages associated with moving, storage, equipment, trade fixtures, stationary and relocation; and Tenant hereby expressly waives, relinquishes and releases to Landlord any claim for damages or other compensation to which Tenant might otherwise be entitled because of any such taking or limitation of the leasehold estate hereby created, and irrevocably assigns and transfers to Landlord any right to compensation of all or a part of the Premises or the leasehold estate. 21. ESTOPPEL CERTIFICATE. Each party agrees at any time and from time to time, within ten (10) days after the other party's written request, to execute, acknowledge and deliver to the other party a written instrument in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that it is in full force and effect as modified and stating the modifications), and the dates to which Rent, 25

Additional Rent, and other charges have been paid in advance, if any, and stating whether or not to the best knowledge of the party signing such certificate, the requesting party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge. It is intended that any such certification and statement delivered pursuant to this Article may be relied upon by any prospective purchaser of the Project or any mortgagee thereof or any assignee of Landlord's interest in this Lease or of any mortgage upon the fee of the Premises or any part thereof. 22. DEFAULT. (a) If: (i) Tenant fails to pay any installment of Fixed Rent or any amount of Additional Rent when due; provided, however, Tenant shall have a five (5) business day cure period for Fixed Rent and Additional Rent to make such payment without creating a default. (ii) Tenant fails to observe or perform any of Tenant's other non-monetary agreements or obligations herein contained within thirty (30) days after written notice specifying the default, or the expiration of such additional time period as is reasonably necessary to cure such default, provided Tenant immediately commences and thereafter proceeds with all due diligence and in good faith to cure such default, (iii) Tenant makes any assignment for the benefit of creditors, (iv) a petition is filed or any proceeding is commenced against Tenant or by Tenant under any federal or state bankruptcy or insolvency law and such petition or proceeding is not dismissed within ninety (90) days, (v) a receiver or other official is appointed for Tenant or for a substantial part of Tenant's assets or for Tenant's interests in this Lease, (vi) any attachment or execution against a substantial part of Tenant's assets or of Tenant's interests in this Lease remains unstayed or undismissed for a period of more than twenty (20) days, or (vii) a substantial part of Tenant's assets or of Tenant's interest in this Lease is taken by legal process in any action against Tenant, then, in any such event, an Event of Default shall be deemed to exist and Tenant shall be in default hereunder. If an Event of Default shall occur, the following provisions shall apply and Landlord shall have, in addition to all other rights and remedies available at law or in equity, the rights and remedies set forth therein, which rights and remedies may be exercised upon or at any time following the occurrence of an Event of Default unless, prior to such exercise, Landlord shall agree in writing with Tenant that the Event(s) of Default has been cured by Tenant in all respects. 26

(b) Acceleration of Rent. By notice to Tenant, Landlord shall have the right to accelerate all Fixed Rent and all expense installments due hereunder and otherwise payable in installments over the remainder of the Term, and, at Landlord's option, any other Additional Rent to the extent that such Additional Rent can be determined and calculated to a fixed sum; and the amount of accelerated rent to the termination date, without further notice or demand for payment, shall be due and payable by Tenant within five (5) days after Landlord has so notified Tenant, such amount collected from Tenant shall be discounted to present value using an interest rate of six percent (6%) per annum. Additional Rent which has not been included, in whole or in part, in accelerated rent, shall be due and payable by Tenant during the remainder of the Term, in the amounts and at the times otherwise provided for in this Lease. Notwithstanding the foregoing or the application of any rule of law based on election of remedies or otherwise, if Tenant fails to pay the accelerated rent in full when due, Landlord thereafter shall have the right by notice to Tenant, (i) to terminate Tenant's further right to possession of the Premises and (ii) to terminate this Lease under subparagraph (b) below; and if Tenant shall have paid part but not all of the accelerated rent, the portion thereof attributable to the period equivalent to the part of the Term remaining after Landlord's termination of possession or termination of this Lease shall be applied by Landlord against Tenant's obligations owing to Landlord, as determined by the applicable provisions of subparagraphs (c) and (d) below. (c) Termination of Lease. By notice to Tenant, Landlord shall have the right to terminate this Lease as of a date specified in the notice of termination, which termination date shall be at least thirty (30) days from the date of Tenant's receipt of such notice, and in such case, Tenant's rights, including any based on any option to renew, to the possession and use of the Premises shall end absolutely as of the termination date; and this Lease shall also terminate in all respects except for the provisions hereof regarding Landlord's damages and Tenant's liabilities arising prior to, out of and following the Event of Default and the ensuing termination. Following such termination and the notice of same provided above (as well as upon any other termination of this Lease by expiration of the Term or otherwise) Landlord immediately shall have the right to recover possession of the Premises; and to that end, Landlord may enter the Premises and take possession, without the necessity of giving Tenant any additional notice to quit or any other further notice, with legal process or proceedings, and in so doing Landlord may remove Tenant's property (including any improvements or additions to the Premises which Tenant made, unless made with Landlord's consent which expressly permitted Tenant to not remove the same upon expiration of the Term), as well as the property of others as may be in the Premises, and make disposition thereof in such manner as Landlord may deem to be commercially reasonable and necessary under the circumstances. (d) Tenant's Continuing Obligations/Landlord's Reletting Rights. (1) Unless and until Landlord shall have terminated this Lease under subparagraph (b) above, Tenant shall remain fully liable and responsible to perform all of the covenants and to observe all the conditions of this Lease throughout the remainder of the Term to the early termination date; and, in addition, Tenant shall pay to Landlord, upon demand and as Additional Rent, the total sum of all costs, losses, damages and expenses, including reasonable attorneys' fees, as Landlord incurs because of any Event of Default having occurred. 27

(2) If Landlord either terminates Tenant's right to possession without terminating this Lease or terminates this Lease and Tenant's leasehold estate as above provided, then, subject to the provisions below, Landlord shall have the unrestricted right to relet the Premises or any part(s) thereof to such tenant(s) on such provisions and for such period(s) as Landlord may deem appropriate. Landlord agrees, however, to use reasonable efforts to mitigate its damages, provided that Landlord shall not be liable to Tenant for its inability to mitigate damages if it shall endeavor to relet the Premises in like manner as it offers other comparable vacant space or property available for leasing to others in the Project of which the Building is a part or another property owned by Landlord or its partners or affiliates within a two (2) mile radius of the Building. If Landlord relets the Premises after such a default, the costs recovered from Tenant shall be reallocated to take into consideration any additional rent which Landlord receives from the new tenant which is in excess to that which was owed by Tenant. (e) Landlord's Damages. (1) The damages which Landlord shall be entitled to recover from Tenant shall be the sum of: (A) all Fixed Rent and Additional Rent accrued and unpaid as of the termination date; and (B) (i) all costs and expenses incurred by Landlord in recovering possession of the Premises, including removal and storage of Tenant's property, (ii) the costs and expenses of restoring the Premises to the condition in which the same were to have been surrendered by Tenant as of the expiration of the Term, and (iii) the costs of reletting commissions; and (C) all Fixed Rent and Additional Rent (to the extent that the amount(s) of Additional Rent has been then determined) otherwise payable by Tenant over the remainder of the Term as reduced to present value. Less deducting from the total determined under subparagraphs (A), (B) and (C) all Rent and all other Additional Rent to the extent determinable as aforesaid, (to the extent that like charges would have been payable by Tenant) which Landlord receives from other tenant(s) by reason of the leasing of the Premises or part during or attributable to any period falling within the otherwise remainder of the Term. (2) The damage sums payable by Tenant under the preceding provisions of this paragraph (d) shall be payable on demand from time to time as the amounts are determined; and if from Landlord's subsequent receipt of rent as aforesaid from reletting, there be any excess payment(s) by Tenant by reason of the crediting of such rent thereafter received, the excess payment(s) shall be promptly refunded by Landlord to Tenant, without interest. 28

(3) Landlord may enforce the provisions of this Lease and may enforce and protect the rights of Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, and for the enforcement of any other appropriate legal or equitable remedy, including, without limitation, injunctive relief, and for recovery of all moneys due or to become due from Tenant under any of the provisions of this Lease. (f) Landlord's Right to Cure. Without limiting the generality of the foregoing, if Tenant shall be in default in the performance of any of its obligations hereunder, Landlord, without being required to give Tenant any notice or opportunity to cure, may (but shall not be obligated to do so), in addition to any other rights it may have in law or in equity, cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including reasonable attorneys' fees and other legal expenses, together with interest at 10% per annum Rate from the dates of Landlord's incurring of costs or expenses. 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, or any similar or successor provision of law to the extent the same conflict with any other provision set forth herein, and agrees that five (5) days notice shall be sufficient in any case where a longer period may be statutorily specified. (g) Additional Remedies. In addition to, and not in lieu of any of the foregoing rights granted to Landlord: (i) WHEN THIS LEASE OR TENANT'S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR ANY OTHER REASON, EITHER DURING THE 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 TENANT TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OF PROCEEDINGS, WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO TENANT, LANDLORD 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 ACTION OR ACTIONS AS HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE SAID PREMISES. In any action to confess judgment in ejectment, Landlord shall first cause to be filed in such action an affidavit made by it or someone acting for it setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this Lease (and of the truth of the copy such affidavit shall be sufficient evidence) be filed in such action, it shall not be necessary to file the original as a warrant of attorney, any rule of Court, custom or practice to the contrary notwithstanding. 29

____________(INITIAL). TENANT WAIVER. TENANT SPECIFICALLY ACKNOWLEDGES THAT TENANT HAS VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVED CERTAIN DUE PROCESS RIGHTS TO A PREJUDGMENT HEARING BY AGREEING TO THE TERMS OF THE FOREGOING PARAGRAPHS REGARDING CONFESSION OF JUDGMENT. TENANT FURTHER SPECIFICALLY AGREES THAT IN THE EVENT OF DEFAULT, LANDLORD MAY PURSUE MULTIPLE REMEDIES INCLUDING OBTAINING POSSESSION PURSUANT TO A JUDGMENT BY CONFESSION. IN SUCH EVENT AND SUBJECT TO THE TERMS SET FORTH HEREIN, LANDLORD SHALL PROVIDE FULL CREDIT TO TENANT FOR ANY MONTHLY CONSIDERATION WHICH LANDLORD RECEIVES FOR THE LEASED PREMISES IN MITIGATION OF ANY OBLIGATION OF TENANT TO LANDLORD FOR THAT MONEY. FURTHERMORE, TENANT SPECIFICALLY WAIVES ANY CLAIM AGAINST LANDLORD AND LANDLORD'S COUNSEL FOR VIOLATION OF TENANT'S CONSTITUTIONAL RIGHTS IN THE EVENT THAT JUDGMENT IS CONFESSED PURSUANT TO THIS LEASE. (h) Interest on Damage Amounts. Any sums payable by Tenant hereunder, which are not paid after the same shall be due, shall bear interest from that day until paid at the rate of four (4%) percent over the then Prime Rate as published daily under the heading of "Money Rates" in The Wall Street Journal, unless such rate be usurious as applied to Tenant, in which case the highest permitted legal rate shall apply (the "Default Rate"). (i) Landlord's Statutory Rights. Landlord shall have all rights and remedies now or hereafter existing at law or in equity with respect to the enforcement of Tenant's obligations hereunder and the recovery of the Premises. No right or remedy herein conferred upon or reserved to Landlord shall be exclusive of any other right or remedy, but shall be cumulative and in addition to all other rights and remedies given hereunder or now or hereafter existing at law. Landlord shall be entitled to injunctive relief in case of the violation, or attempted or threatened violation, of any covenant, agreement, condition or provision of this Lease, or to a decree compelling performance of any covenant, agreement, condition or provision of this Lease. (j) Remedies Not Limited. Nothing herein contained shall limit or prejudice the right of Landlord to exercise any or all rights and remedies available to Landlord by reason of default or to prove for and obtain in proceedings under any bankruptcy or insolvency laws, an amount equal to the maximum allowed by any law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damage referred to above. 30

(k) No Waiver by Landlord. No delay or forbearance by Landlord in exercising any right or remedy hereunder, or Landlord's undertaking or performing any act or matter which is not expressly required to be undertaken by Landlord shall be construed, respectively, to be a waiver of Landlord's rights or to represent any agreement by Landlord to undertake or perform such act or matter thereafter. Waiver by Landlord of any breach by Tenant of any covenant or condition herein contained (which waiver shall be effective only if so expressed in writing by Landlord) or failure by Landlord to exercise any right or remedy in respect of any such breach shall not constitute a waiver or relinquishment for the future of Landlord's right to have any such covenant or condition duly performed or observed by Tenant, or of Landlord's rights arising because of any subsequent breach of any such covenant or condition nor bar any right or remedy of Landlord in respect of such breach or any subsequent breach. Landlord's receipt and acceptance of any payment from Tenant which is tendered not in conformity with the provisions of this Lease or following an Event of Default (regardless of any endorsement or notation on any check or any statement in any letter accompanying any payment) shall not operate as an accord and satisfaction or a waiver of the right of Landlord to recover any payments then owing by Tenant which are not paid in full, or act as a bar to the termination of this Lease and the recovery of the Premises because of Tenant's previous default. 23. LANDLORD'S LIEN. In addition to any applicable common law or statutory lien, none of which are to be deemed waived by Landlord, Landlord shall have, at all times, and Tenant has or shall hereby grant to Landlord, a valid lien and security interest to secure payment of all rentals and other sums of money becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the breach by Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant which may hereafter be situated on the Premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of Landlord until all arrearage in Rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. Landlord covenants and agrees to subordinate the lien granted hereunder to any commercial lender which Tenant grants a security interest. Upon the occurrence of an Event of Default by Tenant, but subject to Tenant's lender rights, if any, after the expiration of all stated notice and cure periods, Landlord may, in addition to any other remedies provided herein, peaceably enter upon the Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of time and place of any public sale or of the time after which any private sale is to be made, at which sale Landlord or its assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given in the manner prescribed 31

in Article 28 of this Lease at least five (5) days before the time of sale. The proceeds from any such disposition, less all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorney's fees and other expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this Article 23. Any surplus shall be paid to Tenant or as otherwise required by law; and Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the security interest of Landlord in the aforementioned property and proceeds thereof under the provisions of the Uniform Commercial Code in force in the Commonwealth of Pennsylvania. Notwithstanding the foregoing, the parties acknowledge and agree that Tenant's lender may have superior rights to the property noted herein. Tenant shall use its reasonable efforts to obtain, within forty-five (45) days of the date hereof, a waiver of all such rights from its lender in this regard, and, failing to obtain such waiver, that Tenant shall use its best efforts to obtain from such lender, the right to grant a subordinated lien to Landlord in such goods, second only to the lien of such lender. Provided no Event of Default shall exist and remain uncured, Landlord agrees to execute from time to time, on Landlord's standard form, a Landlord's Waiver of Liens in conjunction with the financing of Tenant's trade fixtures, machinery or equipment. For so long as no Event of Default shall exist and remain uncured, Tenant shall have the right to remove and/or replace any trade fixtures, machinery and/or equipment owned or leased by Tenant; provided that Tenant shall promptly repair and restore any and all damage to the Premises or the Building sustained or incurred in connection with the installation, moving or removal of such items. 24. LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord represents and warrants to Tenant that: (a) Landlord is the fee owner of the Building and the Project; (b) Landlord has the authority to enter into this Lease and perform all of its obligations hereunder; and (c) as of Lease Commencement Date the Project shall be in compliance with all applicable laws, ordinances, orders, notices, rules and regulations of federal, state and local authorities and the Tenant Improvements shall have been completed in a good and workmanlike manner in accordance with the plans and specifications, as may be amended in accordance with this Lease. 25. SURRENDER. Tenant shall, at the expiration of the Term, promptly quit and surrender the Premises in good order and condition and in conformity with the applicable provisions of this Lease, excepting only reasonable wear and tear and damage by fire or other insured casualty. Tenant shall have no right to hold over beyond the expiration of the Term and in the event Tenant shall fail to deliver possession of the Premises as herein provided, such occupancy shall not be construed to effect or constitute other than a tenancy at sufferance. During the first thirty (30) days beyond the expiration of the Term the amount of rent owed to Landlord by Tenant shall automatically become one hundred-fifty percent (150%) the sum of the Rent as those sums are at that time calculated under the provisions of the Lease. If Tenant fails to surrender the space within thirty (30) days of the termination date, Landlord may elect to automatically extend the Term for an additional month or additional year, at Landlord's option, with a Rent of two hundred percent (200%) the sum of the Rent as those sums are at that time calculated under the provisions of the Lease. The acceptance of rent by Landlord or the failure or delay of Landlord in notifying or evicting Tenant following the expiration or sooner termination of the Term shall not create any tenancy rights in Tenant and any such payments by Tenant may be applied by Landlord against its costs and expenses, including attorney's fees incurred by Landlord as a result of such holdover. 32

26. RULES AND REGULATIONS. Tenant agrees that at all times during the terms of this Lease (as same may be extended) it, its employees, agents, invitees and licenses shall comply with all rules and regulations specified on Exhibit "C" attached hereto and made a part hereof, together with all reasonable Rules and Regulations as Landlord may from time to time promulgate provided they do not increase the financial burdens of Tenant or unreasonably restrict Tenant's rights under this Lease are applied in non-discriminatory manner to all tenants of the Building. Landlord shall provide Tenant with appropriate prior written notice of any changes or additions to the Rules and Regulations and Tenant's right to dispute the reasonableness of any changes in or additions to the Rules and Regulations shall be deemed waived unless asserted to Landlord within fifteen (15) business days after Landlord shall have given Tenant such written notice. In case of any conflict or inconsistency between the provisions of this Lease and any Rules and Regulations, the provisions of this Lease shall control. Landlord shall have no duty or obligation to enforce any Rule and Regulation, or any term, covenant or condition of any other lease, against any other tenant, and Landlord's failure or refusal to enforce any Rule or Regulation or any term, covenant of condition of any other lease against any other tenant shall be without liability of Landlord to Tenant. However, if Landlord does enforce Rules or Regulations, Landlord shall endeavor to enforce same equally in a non-discriminatory manner. 27. GOVERNMENTAL REGULATIONS. (a) Tenant shall, in the use and occupancy of the Premises and the conduct of Tenant's business or profession therein, at all times comply with all applicable laws, ordinances, orders, notices, rules and regulations of the federal, state and municipal governments, or any of their departments and the regulations of the insurers of the Premises, Building and/or Project. (b) Without limiting the generality of the foregoing, Tenant shall (i) obtain, at Tenant's expense, before engaging in Tenant's business or profession within the Premises, all necessary licenses and permits including (but not limited to) state and local business licenses or permits, and (ii) remain in compliance with and keep in full force and effect at all times all licenses, consents and permits necessary for the lawful conduct of Tenant's business or profession at the Premises. Tenant shall pay all personal property taxes, income taxes and other taxes, assessments, duties, impositions and similar charges which are or may be assessed, levied or imposed upon Tenant and which, if not paid, could be liened against the Premises or against Tenant's property therein or against Tenant's leasehold estate. (c) Landlord shall be responsible for compliance with Title III of the Americans with Disabilities Act of l990, 42 U.S.C. ss.12181 et seq. and its regulations, (collectively, the "ADA") (i) as to the design and construction of interior and exterior common areas (e.g. lobbies, restrooms, sidewalks and parking areas) of the Project and (ii) with respect to the initial design and construction by Landlord of Tenant Improvements (as defined in Article 4 hereof). Except as set forth above in the initial sentence hereto, Tenant shall be responsible for compliance with the ADA in all other respects concerning the use and occupancy of the Premises, which compliance shall include, without limitation (i) provision for full and equal enjoyment of the goods, services, facilities, privileges, advantages or accommodations of the Premises as contemplated by and to the extent required by the ADA, (ii) compliance relating to requirements under the ADA or amendments thereto arising after the date of this Lease and (iii) compliance relating to the design, layout, renovation, redecorating, refurbishment, alteration, or improvement to the Premises made or requested by Tenant at any time following completion of the Tenant Improvements. 33

28. NOTICES. Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other party, such notice or demand shall be deemed to have been duly given or served if in writing and either: (i) delivered by pre-paid nationally recognized overnight courier service (e.g. Federal Express) with evidence of receipt required for delivery; or (ii) forwarded by Registered or Certified mail, return receipt requested, postage prepaid; in all such cases addressed to the parties at the addresses set forth in Article 1(l) hereof. Each such notice shall be deemed to have been given to or served upon the party to which addressed on the date the same is delivered or delivery is refused. Either party hereto may change its address to which said notice shall be delivered or mailed by giving written notice of such change to the other party hereto, as herein provided. 29. BROKERS. Tenant represents and warrants to Landlord that Tenant has had no dealings, negotiations or consultations with respect to the Premises or this transaction with any broker or finder other than the Broker identified in Article 1(k); and that otherwise no broker or finder called the Premises to Tenant's attention for lease or took any part in any dealings, negotiations or consultations with respect to the Premises or this Lease. Each party agrees to indemnify and hold the other harmless from and against all liability, cost and expense, including reasonable attorney's fees and court costs, arising out of any misrepresentation or breach of warranty under this Article. Landlord agrees to pay any commission due and owing to Broker in accordance with a separate commission agreement entered into between Landlord and Broker. 30. CHANGE OF BUILDING/PROJECT NAME. Landlord reserves the right at any time and from time to time to change the name by which the Building and/or Project is designated; provided Tenant's signage remain on the Building. Landlord agrees to pay for the reasonably documented costs of stationery charges (including letterhead and cards) necessitated by any such name change. 31. LANDLORD'S LIABILITY. Landlord's obligations hereunder shall be binding upon Landlord only for the period of time that Landlord is in ownership of the Building; and, upon termination of that ownership, Tenant, except as to any obligations which are then due and owing, shall look solely to Landlord's successor in interest in the Building for the satisfaction of each and every obligation of Landlord hereunder, provided that the transferee assumed all Landlord's obligations hereunder in writing. Landlord shall have no personal liability under any of the terms, conditions or covenants of this Lease and Tenant shall look solely to the equity, proceeds (which may include refinancing proceeds), rents and profits of Landlord in the Building of which the Premises form a part for the satisfaction of any claim, remedy or cause of action accruing to Tenant as a result of the breach of any section of this Lease by Landlord. In addition to the foregoing, no recourse shall be had for an obligation of Landlord hereunder, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, member, partner, shareholder, officer, director, partner, agent or employee of Landlord, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such other liability being expressly waived and released by Tenant with respect to the above-named individuals and entities. 34

32. AUTHORITY. Tenant represents and warrants that (a) Tenant is duly organized, validly existing and is legally authorized to do business in the Commonwealth of Pennsylvania, and (b) the persons executing this Lease are duly authorized to execute and deliver this Lease on behalf of Tenant. 33. NO OFFER. The submission of the Lease by Landlord to Tenant for examination does not constitute a reservation of or option for the Premises or of any other space within the Building or in other buildings owned or managed by Landlord or its affiliates. This Lease shall become effective as a Lease only upon the execution and legal delivery thereof by both parties hereto 34. RENEWAL. Provided Tenant is not in default of any obligations under this Lease, nor defaulted more than twice on any monetary obligation in excess of $500,000 in the aggregate and Tenant is occupying at least 75% of the Building and the Lease is in full force and effect, Tenant shall have the right to renew this Lease for two (2) term(s) of five years each beyond the end of the initial Term (each, a "Renewal Term"). Tenant shall furnish written notice of intent to renew one (1) year prior to the expiration of the applicable Term, failing which, such renewal right shall be deemed waived; time being of the essence. The terms and conditions of this Lease during each Renewal Term shall remain unchanged except that the annual Fixed Rent for each Renewal Term shall be the greater of (i) the Fixed Rent for the term expiring, and (ii) Fair Market Rent (as such term is hereinafter defined). All factors regarding Additional Rent shall remain unchanged, however Tenant shall be entitled to a five dollar ($5.00) per rentable square foot Tenant Allowance. Anything herein contained to the contrary notwithstanding, Tenant shall have no right to renew the term hereof other than or beyond the two (2) consecutive five (5) year terms hereinabove described. It shall be a condition of each such Renewal Term that Landlord and Tenant shall have executed, not less than nine (9) months prior to the expiration of the then expiring term hereof, an appropriate amendment to this Lease, in form and content satisfactory to each of them, which shall not contain a material change (other than the terms of the renewal), memorializing the extension of the term hereof for the next ensuing Renewal Term. For purposes of this Lease, "Fair Market Rent" shall mean the base rent, for comparable space, net of all free or reduced rent periods, work letters, cash allowances, fit-out periods and other tenant inducement concessions however denominated except as hereinafter provided. In determining the Fair Market Rent, Landlord, Tenant and any appraiser shall take into account applicable measurement and the loss factors, applicable lengths of lease term, differences in size of the space demised, the location of the Building and comparable buildings, amenities in the Building and comparable buildings, the ages of the Building and comparable buildings, differences in base years or stop amounts for operating expenses and tax escalations and other factors normally taken into account in determining Fair Market Rent. The Fair Market Rent shall reflect the level of improvement to be made by Landlord to the space and the Recognized Expenses and Taxes under this Lease. If Landlord and Tenant cannot agree on the Fair Market Rent, the Fair Market Rent shall be established by the following procedure: (1) Tenant and Landlord shall agree on a single MAI 35

certified appraiser who shall have a minimum of ten (10) years experience in real estate leasing in the market in which the Premises is located and who has not conducted within the previous five (5) years and does not presently conduct and does not anticipate conducting business in the future with either Tenant or Landlord, (2) Landlord and Tenant shall each notify the other (but not the appraiser), of its determination of such Fair Market Rent and the reasons therefor, (3) during the next seven (7) days both Landlord and Tenant shall prepare a written critique of the other's determination and shall deliver it to the other party, (4) on the tenth (10th) day following delivery of the critiques to each other, Landlord's and Tenant's determinations and critiques (as originally submitted to the other party, with no modifications whatsoever) shall be submitted to the appraiser, who shall decide whether Landlord's or Tenant's determination of Fair Market Rent is more correct. The determinations so chosen shall be the Fair Market Rent. The appraiser shall not be empowered to choose any number other than the Landlord's or Tenant's. The fees of the appraiser shall be paid by the non-prevailing party. 35. ROOF RIGHTS. So long as it (i) does not impact Landlord's roof warranty and (ii) complies with all applicable laws, rules and regulations, Tenant, at its sole cost and expense, shall have access to the roof of the Building in designated areas mutually agreed upon for the purpose of installation of microwave satellite, antenna and other communications devices or supplemental HVAC units and venting and ducting for office uses (the "Roof Equipment"). Tenant shall use its best efforts to utilize US Realtel to provide such services. Nothing herein shall obligate Tenant to use US Realtel. Notwithstanding the foregoing, all such Roof Equipment shall be for the sole benefit of Tenant and Landlord, shall relate specifically to Tenant's use of the Premises, and shall not be used as a switching station, amplification station or by other tenants or third parties. Tenant shall make a request for approval of the Roof Equipment hereunder by submission of specific plans and specifications for the work to be performed by Tenant to Landlord at least thirty (30) days prior to the proposed installation. Landlord shall respond in writing within ten (10) business days from receipt of said plans and specifications, advising Tenant of approved contractors and those portions of the work that are acceptable and disapproving those portions of the work that are, in Landlord's judgment, reasonably exercised, unacceptable and with respect to the plans, specifying in detail the nature of Landlord's objection. Tenant shall be solely responsible for all damages caused by installation, maintenance and/or removal of its Roof Equipment and Tenant shall promptly repair any of the foregoing damage caused to the roof by said installation, removal or maintenance of said Roof Equipment and with respect to damage caused by removal of such Equipment prior to the expiration or early termination of this Lease unless directed in writing by Landlord otherwise. Landlord shall be named as an additional insured on all Tenant insurance relating to the Roof Equipment. All installation, repair, replacement and modification of the Roof Equipment shall be done only after receipt of Landlord's written approval of such installation, repair, replacement or modification; shall use only those contractors previously approved in writing by Landlord; and shall be in accordance with the Rules and Regulations set forth herein. 36. RELOCATION. Intentionally Omitted. 36

37. MISCELLANEOUS PROVISIONS. a. Successors. The respective rights and obligations provided in this Lease shall bind and inure to the benefit of the parties hereto, their successors and assigns; provided, however, that no rights shall inure to the benefit of any successors of Tenant unless Landlord's written consent for the transfer to such successor and/or assignee has first been obtained or/as provided in Article 12 hereof. b. Governing Law. This Lease shall be construed, governed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles relating to conflicts of law. c. Severability. If any provisions of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall in no way be affected or impaired and such remaining provisions shall remain in full force and effect. d. Captions. Marginal captions, titles or exhibits and riders and the table of contents in this Lease are for convenience and reference only, and are in no way to be construed as defining, limiting or modifying the scope or intent of the various provisions of this Lease. e. Gender. As used in this Lease, the word "person" shall mean and include, where appropriate, an individual, corporation, partnership or other entity; the plural shall be substituted for the singular, and the singular for the plural, where appropriate; and the words of any gender shall mean to include any other gender. f. Entire Agreement. This Lease, including the Exhibits and any Riders hereto (which are hereby incorporated by this reference, except that in the event of any conflict between the printed portions of this Lease and any Exhibits or Riders, the term of such Exhibits or Riders shall control), supersedes any prior discussions, proposals, negotiations and discussions between the parties and the Lease contains all the agreements, conditions, understandings, representations and warranties made between the parties hereto with respect to the subject matter hereof, and may not be modified orally or in any manner other than by an agreement in writing signed by both parties hereto or their respective successors in interest. Without in any way limiting the generality of the foregoing, this Lease can only be extended pursuant to the terms hereof, and in Tenant's case, with the terms hereof, and in Tenant's case, with the due exercise of an option (if any) contained herein or a formal agreement signed by both Landlord and Tenant specifically extending the term. No negotiations, correspondence by Landlord or offers to extend the term shall be deemed an extension of the termination date for any period whatsoever. g. Counterparts. This Lease may be executed in any number of counterparts, each of which when taken together shall be deemed to be one and the same instrument. h. Telefax Signatures. The parties acknowledge and agree that notwithstanding any law or presumption to the contrary a telefaxed signature of either party whether upon this Lease or any related document shall be deemed valid and binding and admissible by either party against the other as if same were an original ink signature. 37

i. Calculation of Time. In computing any period of time prescribed or allowed by any provision of this Lease, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday, or legal holiday. Unless otherwise provided herein, all Notices and other periods expire as of 5:00 p.m. (local time in Newtown Square, Pennsylvania) on the last day of the Notice or other period. j. No Merger. There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the Premises or any part thereof by reason of the fact that the same person, firm, corporation, or other legal entity may acquire or hold, directly or indirectly, this Lease of the leasehold estate and the fee estate in the Premises or any interest in such fee estate, without the prior written consent of Landlord's mortgagee. k. Time of the Essence. TIME IS OF THE ESSENCE IN ALL PROVISIONS OF THIS LEASE, INCLUDING ALL NOTICE PROVISIONS TO BE PERFORMED BY OR ON BEHALF OF TENANT AND LANDLORD. l. Recordation of Lease. Tenant shall not record this Lease without the written consent of Landlord. Landlord agrees, upon Tenant's request, to execute a short form of this Lease within thirty (30) days after the execution and delivery of this Lease provided that the Memorandum of Lease provides that upon the expiration of the Term of this Lease for any reason, the Memorandum of Lease shall be deemed automatically terminated without the requirement of any further action by either party hereto. Tenant may record such short form lease at its sole cost and expense. The provisions of this Lease shall control, however, with regard to any omissions from said short form, or with respect to any provisions hereof which may be in conflict with such short form. m. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Fixed Rent or Additional Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Fixed Rent or Additional Rent due and payable hereunder, nor shall any endorsement or statement or any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other right or remedy provided for in this Lease, at law or in equity. n. No Partnership. Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant. This Lease establishes a relationship solely of that of a landlord and tenant. o. No Presumption Against Drafter. Landlord and Tenant understand, agree, and acknowledge that: (i) this Lease has been freely negotiated by both parties; and (ii) that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease, or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof. 38

q. Force Majeure. If by reason of strikes or other labor disputes, fire or other casualty (or reasonable delays in adjustment of insurance), accidents, orders or regulations of any Federal, State, County or Municipal authority, or any other cause beyond Landlord's reasonable control, Landlord is unable to furnish or is delayed in furnishing any utility or service required to be furnished by Landlord under the provisions of this Lease or is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions or improvements, or is unable to fulfill or is delayed in fulfilling any of Landlord's other obligations under this Lease (collectively, "Force Majeure") and provided that Landlord shall notify Tenant within five (5) business days following the onset of a Force Majeure event), no such inability or delay shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Fixed Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise. Notwithstanding the foregoing, if the Premises is without electric or any other utility service for more than five (5) consecutive business days and due to the foregoing Tenant is unable to conduct all or a substantial portion of Tenant's normal business operations therein, then the Rent shall equitably abate until such electric or other utility is restored to the Premises, provided however, that in the event such interruption or delay of service of such utility is substantially due to an act or omission of Tenant or Tenant's agents, employees, contractors or invitees or an overload of the Building's capacity for such utility by any of such foregoing entities or persons, the foregoing abatement shall not apply. 38. CONSENT TO JURISDICTION. Tenant hereby consents to the exclusive jurisdiction of the state courts located in Bucks, Montgomery, Delaware and Philadelphia County and to the federal courts located in the Eastern District of Pennsylvania. 39. LANDLORD'S DEFAULT. If Landlord shall be in default in the performance of any of its obligations under this Lease which default continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such default, or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the default within such thirty (30) day period and diligently pursued such efforts to complete such cure), Tenant may, in addition to any other remedy available at law or in equity, upon at least five (5) business days prior written notice, incur any reasonably necessary expense to perform the obligation of Landlord specified in such notice and deduct such expense from the Fixed Rent. Tenant shall have all rights and remedies now or hereafter existing at law or in equity with respect to the enforcement of Landlord's obligations hereunder. No right or remedy herein conferred upon or reserved to Tenant shall be exclusive of any other right or remedy, but shall be cumulative and in addition to all other rights and remedies given hereunder or now or hereafter existing at law. Nothing herein contained shall limit or prejudice the right of Tenant to exercise any or all rights and remedies available to Tenant by reason of default or to prove for and obtain in proceedings under any bankruptcy or insolvency laws, an amount equal to the maximum allowed by any law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damage referred to above. No delay or forbearance by Tenant in exercising any right or remedy hereunder, or Tenant's undertaking or performing any act or matter which is not expressly required to be undertaken by Tenant shall be construed, respectively, to be a waiver of Tenant's rights or to represent any agreement by Tenant to undertake or perform such act or matter thereafter. 39

40. UNTENANTABILITY OF PREMISES. After the Commencement Date, in the event the Premises are Untenantable (as defined herein) for any reason other than as set forth in Article 18 or 20, and such Untenantablilty continues for more than five (5) consecutive business days and Landlord and Tenant anticipate that the same shall continue for more than thirty days, then Landlord shall use best efforts to provide for Tenant premises in another building owned by Landlord or its affiliate under the same lease terms as set forth herein on a temporary basis for so long as the Premises remain Untenantable. If Tenant elects to relocate, then all costs associated with such relocation shall be borne by Tenant. Rent shall be abated for the Premises during the period the Premises remain Untenantable and in no event shall Tenant be required to pay rent to Landlord on both the Premises and any temporary space owned by Landlord or its affiliate during such period the Premises are Untenantable. Upon the correction of the condition making the Premises Untenantable, Tenant shall resume possession of the Premises for its Permitted Uses. The Premises shall be deemed "Untenantable" in the event the Premises can not be reasonably used by Tenant for its Permitted Uses. This provision shall not apply if the condition causing the Untenantability resulted from an act or omission of Tenant, its employees or invitees. 41. RIGHT TO PURCHASE. Provided no Event of Default has occurred and is continuing, Tenant shall have the option to purchase the Project during the first three months of the Term for a purchase price of Twenty Two Million Dollars ($22,000,000) by providing at least one hundred eighty (180) days prior written notice to Landlord ("Option Notice"). Closing may occur at any time prior to the end of the third month of the Term and the Option Notice must be received at least 180 days prior to the Closing Date. In order for the Option Notice to be effective, Tenant must within five (5) days of sending the Option Notice, post with Fidelity National Title Insurance Company, M. Gordon Daniels, Esquire ("Escrow Agent") a deposit in the amount of One Million Dollars ($1,000,000) by good check ("Deposit"). The Deposit shall be held by Escrow Agent in a federallyinsured, segregated money market account at an institution to be designated by Tenant until the Closing Date. Interest on the Deposit shall be credited to Tenant at settlement, or paid to the party otherwise entitled to the Deposit. The Deposit is non-refundable unless the settlement fails to occur by reason of Landlord's failure to deliver title as required hereunder or Landlord's failure to comply with the provisions of this Article 41. At settlement, the Deposit shall be credited toward the purchase price. Failure to post the Deposit as set forth herein shall constitute a default under this Article 41 and this Lease. A. Upon the exercise by Tenant of this option, the provisions of this Article 41 shall be construed as if it constituted an agreement of sale between the parties whereby Landlord shall agree to sell and Tenant shall agree to purchase the Project upon the following terms and conditions: 40

i. Settlement for the purchase of the Project shall be held at Brandywine Realty Trust, 14 Campus Boulevard, Suite 100, Newtown Square, PA 19073 at 10:00 a.m. on the one hundred and eightieth day following the giving of the Option Notice but in no event after the last day of the third month of the Term ("Closing Date"). ii. On the Closing Date, the Project shall be sold to Tenant or its affiliate "AS IS","WHERE IS". iii. On the Closing Date, Landlord will convey to Tenant, or its affiliate, an assignment of all fixtures, machinery and personalty of every description attached to or specifically used in connection with the Project, including without limitation, all contract rights, guaranties and warranties of any nature, all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, contracts, reports, data or other technical descriptions, reports or audits all without warranty as to completeness or accuracy, all governmental permits, licenses, certificates, and approvals in connection with the ownership of the Project, all instruments, documents of title, general intangibles, and business records pertaining to the Project, and all of Landlord's rights, claims, and causes of action if any, to the extent they are assignable, under any warranties and/or guarantees of manufacturers, contractors or installers, all rights against third parties relating to the Project or the operation or maintenance thereof, iv. Landlord shall execute an agreement on the Closing Date to complete any remaining punchlist items within a reasonable time following the Closing Date. v. On the Closing Date, this Lease shall terminate and the obligations of the parties hereunder shall cease. Tenant shall pay all documentary stamp taxes, all title insurance premiums and other costs and expenses payable in connection with the conveyance of the Project. Landlord and Tenant shall split equally any realty transfer tax and recording fees for the deed. All real estate and school taxes shall be apportioned to the Closing Date. Rent shall be apportioned to the Closing Date, Landlord shall refund to Tenant any prepaid rent and return the Security Deposit, and Tenant shall pay to Landlord any sum owing to Landlord, whether owned pursuant to the terms hereof or otherwise. vi. On the Closing Date, Landlord shall convey the Project to Tenant, or its affiliate (including any officer or director of Tenant), by special warranty deed, free and clear of all liens and encumbrances excepting however, (a) restrictions, conditions, easements, rights and agreements which are of record or physically noticeable on the date Tenant exercises the Option or which a survey would disclose on the date Tenant exercises the Option, (b) liens for unpaid Taxes which Tenant is required to pay under this Lease; (c) rights of governmental authorities and others arising in connection with condemnation proceedings instituted after the date of Tenant's exercise of the Option of which Tenant shall have been provided notice (d) any liens or encumbrances created or approved by Tenant on or after the date of this Lease (e) discrepancies or conflicts in boundary lines, easements, encroachments on area content which a satisfactory survey would disclose and those created or consented to by Tenant hereunder and (f) the easements and declaration referenced in subsection (vi) below. Except as otherwise set forth above, the title to the Project shall be good and marketable and such as will be insured free and clear as aforesaid by any reputable title insurance company doing business in the Philadelphia area. 41

vii. Landlord and Tenant shall execute (a) any and all easement agreements reasonably required by Landlord in connection with its development of its adjacent property (b) a declaration of covenants and restrictions with such terms as Landlord shall deem reasonably necessary which shall include, but are not limited to, signage rights, access and parking rights and any other rights reasonably required for the use and enjoyment of Landlord's adjacent property; provided that nothing therein shall interfere with Tenant's Permitted Uses nor materially detract from the value of the Project and (c) any other commercially reasonable document necessary to consummate the purchase as set forth in this Article 41. viii. Landlord and Tenant shall execute a commercially reasonable agreement whereby Landlord shall be granted the exclusive rights to market the Project for five years from the Closing Date in the event Tenant determines to lease more than 10,000 square feet of space at the Project to third parties. B. For a period of five years following the Closing Date, if Tenant shall desire to sell the Project or shall receive a bona fide offer to purchase the Project, which offer it proposes to accept, Tenant shall deliver or mail to Landlord written notice of the same containing a legible photocopy or other exact copy of such offer or the terms of such sale. Landlord shall have the right and option to purchase the Project for the price and on the terms and conditions no less favorable to Tenant than those set forth in the offer it has received from Tenant or the terms upon which Tenant proposes to sell the Project. Landlord shall notify Tenant of its election to purchase the Project in writing within forty-five (45) days from and after the date Landlord received written notice of the proposed sale from Tenant. In the event Landlord elects to purchase the Project, section (A) of this Article 41 shall apply (except to the extent the same is inconsistent with the terms of the offer accepted by Landlord) and Tenant shall convey the Project to Landlord. In the event Landlord elects not to purchase the Project but the sale to the third party is not consummated for any reason whatsoever, the terms of this subsection (C) shall apply to any subsequent offer received by Tenant for a period of five years from the Closing Date. C. Tenant recognizes that the Project will be removed by Landlord from the market after Tenant sends its Option Notice and that if this purchase and sale is not consummated because of Tenant's default Landlord shall be entitled to compensation for such detriment. Landlord and Tenant acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Landlord and Tenant agree that if the purchase and sale contemplated in this Article 41 is not consummated because of Tenant's default under this Article 41, Landlord shall be entitled to retain the Deposit as liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of all other relief to which Landlord might otherwise be entitled, Landlord hereby specifically waiving any and all rights which it may have to damages or specific performance as a result of Tenant's default under this Article 41. The parties further acknowledge that the Lease will remain in full force and effect if the purchase and sale is not consummated for any reason. 42

D. If Tenant fails to exercise this option within one hundred and eighty days prior to the last day of the third month of the Term, such option shall terminate and be of no further force or effect. 42. RIGHT OF FIRST OFFER TO PURCHASE. If Landlord desires to offer the Project as defined in Article 1(b) hereof for sale, then provided that an Event of Default, shall not have occurred beyond any applicable cure period within the twelve month period prior thereto, before entering into a negotiation, for the sale of the Project, and only the Project, with any other party, Landlord shall give notice to Tenant of Landlord's desire to sell the Project (a "Sale Notice"), stating therein the essential terms of sale proposed by Landlord (the "Essential Terms"). If within ten (10) days after Landlord's delivery of a Sale Notice or Second Sale Notice as the case may be, Tenant gives Landlord notice of Tenant's desire to purchase the Project on the Essential Terms, then Landlord and Tenant shall, reasonably and in good faith, negotiate the terms of a mutually acceptable purchase and sale agreement for the Project. Tenant's failure, within such ten (10) day period, time being of the essence, to accept the terms set forth in the Sale Notice or Second Sale Notice, as the case may be, shall constitute Tenant's election to waive its right of first offer to purchase the Project. If within fifteen (15) days after Landlord's delivery of the Sale Notice, Landlord and Tenant have not executed and delivered a mutually acceptable purchase and sale agreement or if Tenant shall be deemed to have waived its right of first offer, Tenant shall have no further right with regard to the purchase of the Project under the Essential Terms and Landlord shall be free to effect such sale of the Project as Landlord shall determine; provided, however, if Landlord proposes to accept an offer with a purchase price less favorable to Landlord than the Essential Terms, Landlord shall give Tenant a further sale notice ("Second Sale Notice"), stating therein the new terms, and Tenant's right of first offer, on the new terms specified by Landlord in such Second Sale Notice, shall again be effective, subject again to the same notice requirements and time limitations as are provided above in this Section. In the event either Tenant fails to respond to the Second Sale Notice within the requisite time period or Landlord and Tenant are unable to agree on a purchase and sale agreement within fifteen (15) days, Tenant shall have no further right with regard to the purchase of the Project and Landlord shall be free to effectuate a sale of the Project under any terms. It is expressly agreed and understood that the rights set forth in this Article shall not apply in the event the Project is included in the sale of any other real estate holding(s) owned by Landlord or its affiliates. 43

It is understood and agreed that the aforesaid right of first offer to purchase is personal to the originally-named Tenant herein, or its affiliate (including any officer or director of Tenant and any entity controlling, controlled by or under common control with such Tenant which may receive an assignment of this Lease in accordance with subsection 12(e) hereof) and is not transferable under any circumstances, and shall apply (unless and until waived as aforesaid, and not thereafter) only during the Term hereof, as the same may have been extended, and only if no Event of Default shall have occurred beyond any applicable cure period in the twelve month period prior thereto. It is further understood and agreed that the aforesaid right of first offer to purchase shall in no event be triggered by or be applicable to a sale or transfer by Landlord to any party controlling, controlled by or under common control with Landlord or in connection with any merger, reorganization or other business combination of or involving Landlord. The parties expressly acknowledge and agree that the Broker (as defined in subsection 1(k) hereof) shall not be entitled to receive any fee or commission in connection with the consummation of any sale of the Project (or part thereof) to Tenant. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LANDLORD: BRANDYWINE OPERATING PARTNERSHIP, L.P. By: Brandywine Realty Trust, its general partner WITNESS:
_______________________ By:________________________________ Gerard H. Sweeney, President and CEO

TENANT: ICT GROUP, INC. ATTEST:
________________________ By:____________________________ Name: John J. Brennan Title: President

44

EXHIBIT "A" SPACE PLAN

EXHIBIT "A-1" LEGAL DESCRIPTION

EXHIBIT "B" CONFIRMATION OF LEASE TERM THIS MEMORANDUM is made as of the ___ day of _________, 2001, between BRANDYWINE OPERATING PARTNERSHIP, L.P. ("Landlord") and ICT GROUP, INC., with its principal place of business at _________________ ("Tenant"), who entered into a lease dated for reference purposes as of _____________, 2001, covering certain premises located at ____ Lindenhurst Road, Newtown, PA. All capitalized terms, if not defined herein, shall be defined as they are defined in the Lease. 1. The Parties to this Memorandum hereby agree that the date of ______________, 200_ is the "Commencement Date" of the Term, that the date ___________, 200___ is the Rent Commencement Date and the date _________________________________ is the expiration date of the Lease. 2. Tenant hereby confirms the following: (a) That it has accepted possession of the Premises pursuant to the terms of the Lease; (b) That the improvements, including the Landlord Work, required to be furnished according to the Lease by Landlord have been Substantially Completed; (c) That Landlord has fulfilled all of its duties of an inducement nature or are otherwise set forth in the Lease; (d) That there are no offsets or credits against rentals, nor has any Security Deposit been paid except as provided in the Lease; (e) That there is no default by Landlord or Tenant under the Lease and the Lease is in full force and effect.

3. This Memorandum, each and all of the provisions hereof, shall inure to the benefit, or bind, as the case may require, the parties hereto, and their respective successors and assigns, subject to the restrictions upon assignment and subletting contained in the Lease. LANDLORD: BRANDYWINE OPERATING PARTNERSHIP, L.P. By: Brandywine Realty Trust, its general partner _______________________ By:___________________________________ TENANT: ICT GROUP, INC. ATTEST: ________________________ By:____________________________

EXHIBIT "C" BUILDING RULES AND REGULATIONS LAST REVISION: OCTOBER 1, 1999 Landlord reserves the right to rescind any of these rules and make such other and further rules and regulations as in the judgment of Landlord shall from time to time be needed for the safety, protection, care and cleanliness of the Project, the operations thereof, the preservation of good order therein and the protection and comfort of its tenants, their agents, employees and invitees, which rules when made and notice thereof given to Tenant shall be binding upon him in a like manner as if originally prescribed. Landlord will notify Tenant in writing of any changes to the Building Rules and Regulations. 1. Sidewalks, entrances, passages, elevators, vestibules, stairways, corridors, halls, lobby and any other part of the Building shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress or egress to and from each tenant's premises. Landlord shall have the right to control and operate the common portions of the Building and exterior facilities furnished for common use of the tenants (such as the eating, smoking, and parking areas) in such a manner as Landlord deems best. 2. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. All drapes, or window blinds, must be of a quality, type and design, color and attached in a manner approved by Landlord. 3. No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Building, or placed in hallways or vestibules without prior written consent of Landlord. 4. Rest rooms and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed and no debris, rubbish, rags or other substances shall be thrown therein. Only standard toilet tissue may be flushed in commodes. All damage resulting from any misuse of these fixtures shall be the responsibility of the Tenant who, or whose employees, agents, visitors, clients, or licensees shall have caused same. 5. No tenant, without the prior consent of Landlord, shall mark, paint, drill into, bore, cut or string wires or in any way deface any part of the Premises or the Building of which they form a part except for the reasonable hanging of decorative or instructional materials on the walls of the Premises. 6. Tenants shall not construct or maintain, use or operate in any part of the project any electrical device, wiring or other apparatus in connection with a loud speaker system or other sound/communication system which may be heard outside the Premises. Any such communication system to be installed within the Premises shall require prior written approval of Landlord. 7. No mopeds, skateboards or other vehicles and no animals, birds or other pets of any kind shall be brought into or kept in or about the Building.

8. No tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from its premises. 9. No space in the Building shall be used for the manufacture of goods for sale in the ordinary course of business, or for sale at auction of merchandise, goods or property of any kind. 10. No tenant, or employees of Tenant, shall make any unseemly or disturbing noises or disturb or interfere with the occupants of this or neighboring buildings or residences by voice, musical instrument, radio, talking machines, whistling, singing, or in any way. All passage through the Building's hallways, elevators, and main lobby shall be conducted in a quiet, business-like manner. Rollerblading shall not be permitted in the Building nor in the common areas of the Project. 11. No tenant shall throw anything out of the doors, windows, or down corridors or stairs of the Building. 12. Except for any cafeteria approved by Landlord in accordance with this Lease, Tenant shall not place, install or operate on the Premises or in any part of the Project, any engine, stove or machinery or conduct mechanical operations or cook thereon or therein except for: coffee machine, microwave oven, vending machines, or place or use in or about the Premises or Project any explosives, gasoline, kerosene oil, acids, caustics or any other flammable, explosive, or hazardous material without prior written consent of Landlord. 13. No smoking is permitted in the rest rooms, hallways, elevators, stairs, lobby, exit and entrances vestibules, sidewalks, parking lot area except for the designated exterior smoking area. All cigarette ashes and butts are to be deposited in the containers provided for same, and not disposed of on sidewalks, parking lot areas, or toilets within the Building rest rooms. 14. Tenants are not to install any additional locks or bolts of any kind upon any door or window of the Building without prior written consent of Landlord. Each tenant must, upon the termination of tenancy, return to the Landlord all keys for the Premises, either furnished to or otherwise procured by such tenant, and all security access cards to the Building. 15. All doors to hallways and corridors shall be kept closed during business hours except as they may be used for ingress or egress. 16. Tenant shall not use the name of the Building, Landlord or Landlord's Agent in any way in connection with his business except as the address thereof. Landlord shall also have the right to prohibit any advertising by Tenant, which, in its sole opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 17. Tenants must be responsible for all Security Access cards issued to them, and to secure the return of same from any employee terminating employment with them. No person/company other than Building Tenants and/or their employees may have Security Access cards unless Landlord grants prior written approval.

18. All deliveries by vendors, couriers, clients, employees or visitors to the Building which involve the use of a hand cart, hand truck, or other heavy equipment or device must be made via the Freight Elevator. Tenant shall be responsible to Landlord for any loss or damage resulting from any deliveries made by or for Tenant to the Building. Tenant shall procure and deliver a certificate of insurance from Tenant's movers which certificate shall name Landlord as an additional insured. 19. Landlord reserves the right to inspect all freight to be brought into the Building, and to exclude from the Building all freight or other material which violates any of these rules and regulations. 20. Tenant will refer all contractors, contractor's representatives and installation technicians, rendering any service on or to the premises for Tenant, to Landlord for Landlord's approval and supervision before performance of any contractual service or access to Building. This provision shall apply to all work performed in the Building including installation of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building. Landlord reserves right to require that all agents of contractors/vendors sign in and out of the Building. 21. Landlord reserves the right to exclude from the Building at all times any person who is not known or does not properly identify himself to Landlord's management or security personnel. 22. Landlord may require, at its sole option, all persons entering the Building after 6 PM or before 7 AM, Monday through Friday and at any time on Holidays, Saturdays and Sundays, to register at the time they enter and at the time they leave the Building. 23. No space within the Building, or in the common areas such as the parking lot, may be used at any time for the purpose of lodging, sleeping, or for any immoral or illegal purposes. 24. No employees or invitees of Tenant shall use the hallways, stairs, lobby, or other common areas of the Building as lounging areas during "breaks" or during lunch periods. 25. No canvassing, soliciting or peddling is permitted in the Building or its common areas by tenants, their employees, or other persons. 26. No mats, trash, or other objects shall be placed in the public corridors, hallways, stairs, or other common areas of the Building. 27. Tenant must place all recyclable items of cans, bottles, plastic and office recyclable paper in appropriate containers provided by Landlord in each tenant's space. Removal of these recyclable items will be by Landlord's janitorial personnel. 28. Landlord does not maintain suite finishes which are non-standard, such as kitchens, bathrooms, wallpaper, special lights, etc. However, should the need arise for repair of items not maintained by Landlord, Landlord at its sole option, may arrange for the work to be done at Tenant's expense. 29. Drapes installed by Tenant, which are visible from the exterior of the Building, must be cleaned by Tenant, at its own expense, at least once a year.

30. No pictures, signage, advertising, decals, banners, etc. are permitted to be placed in or on windows in such a manner as they are visible from the exterior, without the prior written consent of Landlord. 31. Tenant or Tenant's employees are prohibited at any time from eating or drinking in hallways, elevators, rest rooms, lobby or lobby vestibules. 32. Tenant shall be responsible to Landlord for any acts of vandalism performed in the Building by its employees, agents, invitees or visitors. 33. No tenant shall permit the visit to its Premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the entrances, hallways, elevators, lobby or other public portions or facilities of the Building and exterior common areas by other tenants. 34. Landlord's employees shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord. Requests for such requirements must be submitted in writing to Landlord. 35. Tenant agrees that neither Tenant nor its agents, employees, licensees or invitees will interfere in any manner with the installation and/or maintenance of the heating, air conditioning and ventilation facilities and equipment. 36. Landlord will not be responsible for lost or stolen personal property, equipment, money or jewelry from Tenant's area or common areas of the Project regardless of whether such loss occurs when area is locked against entry or not unless due to Landlord's negligence or willful misconduct. 37. Landlord will not permit entrance to Tenant's Premises by use of pass key controlled by Landlord, to any person at any time without written permission of Tenant, except employees, contractors or service personnel supervised or employed by Landlord. 38. Tenant and its agents, employees and invitees shall observe and comply with the driving and parking signs and markers on the Building grounds and surrounding areas. 39. Tenant and its employees, invitees, agents, etc. shall not enter other separate tenants' hallways, restrooms or premises unless they have received prior approval from Landlord's management.

EXHIBIT "D" CLEANING SPECIFICATIONS DAILY BUILDING AND TENANT AREAS 1. All desks and other furniture will be dusted with specially treated dust clothes. 2. All windowsills, chair rails, baseboards, moldings, partitions and picture frames that are less than six feet in height will be hand dusted and wiped clean. 3. All non-carpeted floors will be dust mopped with specially treated dust mops. 4. All bright metal work will be maintained and kept in a clean and polished condition. 5. All drinking fountains will be thoroughly cleaned and sanitized. 6. All stairways will be swept and wet mopped. Stairways shall be policed daily to remove all debris. Walls, handrails and fixtures are to be spot cleaned and dusted. Lights, pipes and signage are to be dusted as necessary. 7. All elevators will be vacuumed and the interior of all cabs will be wiped clean and all metal hardware will be polished. This includes damp wipe, dust and/or thoroughly cleaning all exterior doors, cab walls, doorframes, indicator panels, tracts, plates and grooves. 8. Empty, clean and dust all wastepaper baskets, ashtrays, receptacles, etc. After emptying waste baskets, reline with an approved liner as needed. 9. Remove all trash and wastepaper to areas designated by Management. 10. Vacuum all carpeted areas. This shall include all walk-off mats. In addition, the carpets are to be spot cleaned when necessary. 11. All tile floors will maintain a satin finish. Hard surface floor areas shall be maintained in a manner which consistently presents the appearance desired without visible evidence of traffic patterns. Particular attention shall be paid to edges to ensure a proper and dust free appearance. Any damage to hard surface floors resulting from improper care shall be the full responsibility of Contractor. Contractor shall provide the details of a program to maintain tile floors to insure consistent luster and remove all marks. 12. All glass surfaces, windows, doors and directory boards shall be spot-cleaned, using an approved glass cleaner, and all glass shall be left in a bright condition which is free of streaks and dust. 13. Wipe and clean all counters, tables, chairs and appliances in kitchen areas. 14. Clean all glass at the building and tenant entrances. 15. Spot clean all horizontal and vertical surfaces removing fingerprints, smudges and stains. LAVATORIES 1. Floors are to be swept and washed using an approved antiseptic liquid detergent. Floors are to be machine scrubbed as needed but not less frequently than every quarter. 2. Refill all dispensers, empty trash, clean and sanitize all restroom fixtures. Wipe all counters, clean mirrors, wipe chrome and spot wipe partitions and ceramic tile walls. 3. Weekly wash all restroom partitions on both sides. 4. Remove all wastepaper and refuse. 5. No less frequently than quarterly, wash all ceramic tile walls.

(1) WEEKLY 1. Remove fingerprints, smudges and scuff marks from all vertical and horizontal surfaces such as doors, walls and sills. 2. Wash and refinish resilient floors in public areas. Strip, wax and polish the floors as needed. 3. Polish and buff all no wax resilient floors in tenant areas. 4. Dust and damp wipe all louvers and ceiling grills. 5. Spot clean all interior partition glass windows and clean all interior glass entrance doors. (2) QUARTERLY 1. Dust and clean all vertical surfaces such as walls, partitions, doors, etc. that are not cleaned during the nightly cleaning process. 2. Dust and wipe clean all blinds. 3. Dust the inside of elevator telephone cabinets. 4. Shampoo all elevator carpets.

EXHIBIT "E" BASE BUILDING SPECIFICATIONS

EXHIBIT "F" FORM LETTER OF CREDIT ISSUING BANK: ______________________ ISSUE DATE: ________________________ LETTER OF CREDIT NUMBER: ___________ AMOUNT: $ __________________________ BENEFICIARY: Brandywine Realty Services Corporation, Agent for Building Exchange Company 14 Campus Boulevard, Suite 100 Newtown Square, PA 19073 APPLICANT: EXPIRY DATE:

RE: ________________________________ ACCOUNT # _________________________ WE HEREBY ISSUE THIS IRREVOCABLE STANDBY LETTER OF CREDIT IN BENEFICIARY'S FAVOR WHICH IS AVAILABLE BY PAYMENT AGAINST DRAFTS DRAWN AT ___________________ BEARING THE CLAUSE: "DRAWN UNDER IRREVOCABLE STANDBY LETTER OF CREDIT NO. ___________". SPECIAL CONDITIONS: - This Letter of Credit shall automatically renew on an annual basis absent 30 days prior written notice to the contrary to Beneficiary. Beneficiary may draw on this Letter of Credit upon presentation of an affidavit from an authorized representative of Beneficiary advising that "there has been a default under the Lease which has not been entirely cured by Tenant." PRESENT DOCUMENTS TO:_____________________________

ATTN: _____________________________ UNLESS OTHERWISE SPECIFICALLY STATED, THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION. THE INTERNAL CHAMBER OF COMMERCE PUBLICATION NO. 500. AUTHORIZED SIGNATURE

EXHIBIT "G" WORK LETTER _____ Lindenhurst Road for ICT GROUP, INC. A. Landlord's Work. Landlord shall cause the Building to be constructed in substantial accordance with the plans listed on Exhibit 1 hereto (the "Base Building Work"), as amended by changes to such plans as required by Landlord ("Landlord's Plans"). Landlord's Plans shall depict, with regard to the Premises, Landlord provided VAV system(s), primary ducts, fire stairways, elevator lobbies, restrooms, mechanical rooms, and telephone and equipment rooms. These items will be provided in accordance with applicable building codes. There shall be a $150,000 allowance (which is not part of the Tenant Allowance) for completion of the finishes to the Building lobby. Tenant will be required to cause its architect to coordinate Tenant's interior design documentation with Landlord's Base Building Work. Tenant acknowledges receipt of Landlord's Plans on and as of the date of the Lease. Landlord shall have the right, from time to time, to make changes to Landlord's Plans; provided however, in the instance of any material revision or supplement to Landlord's Plans which would require a material change in or result in a material increase in the cost of Tenant Work (as hereinafter defined), then such revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld, delayed or conditioned. Tenant's failure to approve such changes or to disapprove such changes with specific comment within ten (10) days next following notice thereof from Landlord shall for all purposes constitute Tenant's deemed approval of the revision or supplement to be implemented by Landlord. Landlord shall further share all revised plans with Tenant's architect. Landlord shall provide drywall on the "tenant space side" of core walls, around columns (column covers) and all exterior building walls from the floor to the base of all windows. Landlord shall also provide window sills as part of Landlord's Work. Window coverings, as depicted in the Base Building Work, or as otherwise selected by Landlord and approved by Tenant within (5) days next following Landlord's request therefor (Tenant's failure to approve or to disapprove with specific comments, within such time frame, shall for all purposes constitute Tenant's deemed approval of Landlord's selection), will be provided by Landlord at each perimeter window at Landlord's cost. Within ten (10) days after receipt of Landlord's Plans, Tenant shall submit to Landlord for its approval detailed engineered plans and specifications, together with such additional information as Landlord may require regarding proposed structural (e.g. floor loading and beam penetrations)

and mechanical/electrical/plumbing (e.g. kitchen and computer room) modifications to Landlord's Plans which are necessary to accommodate Tenant Plans (as hereinafter defined). If Tenant's detailed engineered plans and specifications and such additional information as Landlord shall require shall be delivered as and when hereinabove specified (a Tenant Delay (as hereinafter defined) shall result to the extent that Tenant shall take more than ten (10) days in providing same following Landlord's submission of Landlord's Plans), then any required modifications to Landlord's Plans, if approved by Landlord, shall be incorporated into Landlord's Plans and constructed, all at Tenant's cost. The work called for by Landlord's Plans ("Landlord's Work") shall be deemed "substantially complete" when (i) the Building's ground floor lobby, and public areas on the ground floor necessary for the Tenant's occupancy, have been substantially completed as required by applicable code, (ii) to the extent required to serve the Premises and the public areas necessary for Tenant's use and enjoyment of the Premises, the heating, ventilating and air conditioning, elevator and utility systems, including telephone trunk lines into the Building (but not including installation of telephones, computers, or security systems for the Premises), are installed and operating, (iii) the Building is weather tight and roofing installed, (iv) subject to Section F below (in regard to the issuance of certificates of occupancy where Landlord is not performing Tenant Work, in which event securing all required certificates of occupancy for the Premises shall be Tenant's responsibility), Landlord shall have obtained at least a temporary certificate of occupancy for the Building and the Premises, and (v) Landlord's architect shall have issued a certificate of substantial completion for Landlord's Work. The "Substantial Completion Date," as such term is used herein or in the Lease, shall be the date upon which Landlord's Work shall be substantially complete, provided, however that in the event of any Tenant Delays or Change Order Delays, the "Substantial Completion Date" shall be the date upon which Landlord would have achieved substantial completion but for such Tenant Delays or Change Order Delays. In the event Building landscaping has not been completed by the Substantial Completion Date, Landlord shall complete such landscaping as soon as reasonably practicable taking into consideration planting seasons. In the event Landlord is able to obtain only temporary certificates of occupancy, Landlord agrees to obtain permanent certificates of occupancy as soon as reasonably practicable; provided, however that to the extent Landlord's inability to obtain either temporary or permanent certificates of occupancy shall be attributable to deficiencies in work performed or materials supplied by Tenant, its agents, employees or contractors, then Tenant alone shall be and remain responsible, at its sole cost and expense, to cure any and all such deficiencies. The certification of Landlord's architect that Landlord's Work has been substantially completed shall be conclusive evidence of such completion and of the occurrence of the Substantial Completion Date.

B. Tenant Work. On or before April 15, 2001, Tenant shall cause to be prepared and sealed by an architect licensed in the Commonwealth of Pennsylvania, and shall submit to Landlord for its approval, all plans and specifications required for the leasehold improvements to be constructed within the Premises ("Tenant Plans"). Tenant shall reasonably endeavor to use Landlord's professionals to prepare the Tenant Plans. Any delay by Tenant in delivering the Tenant Plans as and when required hereunder shall constitute a Tenant Delay. Tenant Plans shall be sufficient so long as Tenant Plans (a) are complete, finished and include detailed architectural, electrical, plumbing, fire protection, HVAC and engineering drawings including all necessary dimensions and specifications and all finish schedules; (b) are practicable and consistent with Landlord's Plans, subject to standard construction industry tolerances and subject to reasonable as-built field conditions not specified on Landlord's Plans, (c) involve construction within the Premises only and do not adversely affect or compromise any portion of the Building, and (d) do not require any special materials or design or changes in or of the Building which is not then already set forth in Landlord's Plans or in Landlord's judgement cannot be accommodated without additional expense or delay. Tenant's submission of Tenant Plans to Landlord shall be deemed approval thereof by Tenant. Such submission shall contain one complete electronic media (CAD) copy (said CAD copy to contain Premises plans only), four blue-line or black-line prints and one reproducible copy of each page. Tenant shall be solely responsible for the completeness and compliance of Tenant Plans with all applicable laws, codes and regulations, including without implied limitation, ADA, and all state and municipal permitting requirements. Landlord shall review Tenant Plans and respond to Tenant within thirty (30) days after submission, and should Landlord elect to have Tenant Plans reviewed by Landlord's architects and engineers, Tenant shall bear the reasonable expense of such review. Review and approval of Tenant Plans by Landlord (and its professionals, as aforesaid) shall in no instance be deemed or constitute a representation, warranty or confirmation by Landlord or by its professionals of any kind regarding the completeness of Tenant Plans or conformance therewith with applicable laws, codes or regulations, or permitting requirements, or with the requirements of Landlord's Plans, or the adequacy of Tenant's specifications or design, but rather Landlord's review (and review by Landlord's professionals) is for the protection of Landlord only; provided, however, that Landlord shall use reasonable efforts to advise Tenant if such review indicates that Tenant Plans violate or fail to satisfy any requirements of Landlord's Work. If Tenant Plans are not sufficient, as above set forth, Landlord shall notify Tenant of the insufficiency and Tenant shall cause such insufficiency to be remedied and the remedy shall be incorporated into Tenant Plans by Tenant at Tenant's expense and resubmitted to Landlord, and the time involved in Tenant's revision and resubmission of Tenant Plans shall constitute a Tenant Delay; it being further understood that the foregoing shall not diminish the effect of any intervening Change Order Delay. If Landlord determines that Tenant Plans are still not sufficient after Landlord's review and Tenant's resubmission, then the approval process described above will be repeated; provided, however, that Landlord agrees to review Tenant's resubmission(s) as promptly as is reasonably practicable. Tenant shall make no changes to Tenant Plans after Landlord's approval thereof without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, and which changes shall be requested and implemented, if at all, only in accordance with the procedures set forth below. Any delay in substantial completion of the construction set forth on Tenant Plans ("Tenant Work") or in Landlord's Work resulting from such changes or from an election by Tenant to incorporate special materials or designs in Tenant

Plans shall be deemed to be a Tenant Delay and shall have the consequences herein set forth. Landlord shall notify Tenant as quickly as reasonably practicable after receipt of any changes to Tenant Plans if Landlord anticipates that the proposed changes will delay substantial completion of construction. C. Construction of Tenant Work. On or before the date which is forty-five (45) days next following Landlord's approval of Tenant Plans as provided in Section B above, Landlord shall obtain and deliver to Tenant a cost proposal for the construction of Tenant Work from Landlord's Contractor (the "Tenant Cost Proposal"). Landlord acknowledges that Tenant may, subject to the conditions set forth in Section F below, seek cost proposals and solicit bids from other general contractors pre-approved by Landlord, during such forty-five (45) day period. Tenant shall have ten (10) days from its receipt of the Tenant Cost Proposal (the "Cost Review Period") to review and approve in writing the Tenant Cost Proposal. Any delay in Tenant's approval of the Tenant Cost Proposal beyond the Cost Review Period shall constitute a Tenant Delay if Tenant ultimately selects Landlord's Contractor to construct Tenant Work, or if Tenant selects another contractor but Tenant's delay nonetheless resulted in a delay in the prosecution of Landlord's Work. Upon completion of the Cost Review Period, Tenant shall notify Landlord either that (i) Tenant elects to use Landlord's Contractor to construct Tenant Work in accordance with the approved Tenant Cost Proposal or (ii) Tenant has selected another general contractor approved by Landlord to perform such work, in which event the terms and conditions of Section F below shall apply. In the event that Tenant elects to use Landlord's Contractor to construct Tenant Work, then a Tenant Delay shall be deemed to have occurred from the expiration of the initial Cost Review Period through the date upon which Tenant notifies Landlord that Tenant has selected Landlord's Contractor to construct Tenant Work. If Tenant shall approve the Tenant Cost Proposal as and when herein provided, Landlord shall contract with Landlord's Contractor for the construction of the Tenant Work in accordance with the Tenant Cost Proposal, and Landlord will administer such construction, without additional charge by Landlord for Landlord's administration services, other than Landlord's out of pocket fees, costs and expenses. Landlord shall endeavor to cause Landlord's Contractor to reasonably consult with Tenant in the selection by Landlord's Contractor of subcontractors for Tenant Work; provided, however, that Landlord's Contractor shall at all times retain the right to make the final selection of which subcontractors shall be engaged for the Tenant Work project. Tenant covenants and agrees to pay within ten (10) days next following invoicing (and in any event, prior to and as a condition of taking occupancy), for all costs and expenses associated with Tenant Work in excess of the Tenant Allowance. If Landlord's Contractor shall request assurance of Tenant's agreement to timely pay such excess amounts, Tenant shall provide Landlord's Contractor with an agreement in writing assuring such payment. Any amounts not paid by Tenant within ten (10) days next following invoicing shall accrue interest at the Default Rate (or at such higher lawful rate of interest as may be specified in such invoice(s)) from the date due until the date paid in full by Tenant.

If Tenant deems any changes, additions or alterations in the Tenant Plans necessary or desirable, Tenant shall submit such proposed changes, additions or alterations to Landlord in writing. As promptly as is reasonably practicable upon receipt of such proposed changes, additions or alterations, Landlord shall provide Tenant with the following: (i) the estimated cost to Tenant, if any, of the proposed changes, additions or alterations, and (ii) an estimate of the delay, if any, in the estimated Substantial Completion Date which will result from the installation of the proposed changes, additions or alterations. If Landlord reasonably anticipates any delay in the prosecution of either or both Landlord's Work and Tenant Work during such time as Landlord is evaluating Tenant's proposed changes, additions or alterations, or as a result of Landlord's evaluation thereof, Landlord shall advise Tenant of the same, and unless Tenant shall immediately instruct Landlord to disregard Tenant's request, then any such period of delay encountered in Landlord's review of Tenant's requested changes, additions or alterations shall (the remaining provisions of this Work Letter notwithstanding), constitute a Tenant Delay, regardless of whether Tenant and Landlord shall subsequently execute a written change order implementing such changes, additions and alterations. Within two (2) days next following Landlord's request therefor after Tenant shall have submitted to Landlord its request to make such proposed changes, additions and alterations, Tenant shall provide to Landlord such further information as may be requested by Landlord in its evaluation of Tenant's request, and within two (2) days after receipt from Landlord of Landlord's estimate of cost and estimate of delay (as provided at clauses (i) and (ii) in the preceding paragraph), Tenant shall notify Landlord in writing which, if any, of the proposed changes Landlord is authorized to make, and any delay by Tenant in delivering such notice and executing a written change order (to the extent Tenant determines to make such changes) within such period shall constitute a Tenant Delay. Landlord shall not be bound to effect any such changes in the absence of a change order signed by Landlord and by Tenant confirming the foregoing cost and delay information. In the event Tenant shall fail to provide to Landlord any additional information requested by Landlord in its evaluation of any proposed changes, additions or alterations within the aforesaid two (2) days, then the time interval between the end of such two (2) days and the day on which Landlord actually receives such information shall be deemed to be a further Tenant Delay. Anything herein contained to the contrary notwithstanding, the parties acknowledge and agree that the process of reviewing change order requests is time consuming and costly, regardless of whether the changes contemplated are ultimately implemented. Landlord discourages Tenant from the practice of requesting that Landlord consider immaterial or "frivolous" changes or that Landlord price out and estimate the possible delay associated with a broad range of possible changes, alterations and additions, and in each such instance Tenant is strongly encouraged to narrow the scope of its proposal to a finite number of "alternatives" acceptable to Tenant and therefore the time and expense associated with Landlord's review of the same. Tenant is advised that excessive use of the change order process will invariably result in additional Tenant Delays.

Tenant Delays arising under Section C of this Work letter in regard to proposed changes, additions or alterations in Tenant Work are sometimes herein or in the Lease referred to as "Change Order Delays." D. Job Meetings. Representatives of Tenant and Tenant's architect shall be permitted to attend all job meetings during the course of construction of Landlord's Work and, if so elected by Tenant as hereinabove provided, the Tenant's Work. Tenant's initial construction representative will be [____________] (Telephone:[_________________] Facsimile: [______________]; e-mail: _______@__________.com). E. Possession and Commencement Date. Landlord shall endeavor to have the Landlord's Work and, if timely elected by Tenant as hereinabove provided, the Tenant Work substantially completed by the Targeted Date (as such term is defined in the Lease); provided, however, that the Targeted Date shall, in addition to extension for Tenant Delay and Change Order Delay, also be extended for the additional time equal to the aggregate time lost by Landlord due to strikes or other labor disputes not caused by Landlord, intervening governmental restrictions, delay in obtaining governmental permits and approvals, scarcity of labor or materials, war or other emergency, accidents, floods, fire or other casualties, atypical adverse weather conditions, or any cause which is beyond the reasonable control of Landlord ("Force Majeure Delay"). The Targeted Date notwithstanding, in no event shall any Tenant Delay or any Change Order Delay in any manner delay or postpone any obligation of Tenant to pay Fixed Rent or Additional Rent as and when such obligation shall have otherwise accrued under the Lease. If Tenant shall timely elect to have Landlord's Contractor construct Tenant Work as hereinabove provided, then Landlord Work and Tenant Work shall be deemed substantially complete (and the "Substantial Completion Date," as such term is used in the Lease shall be deemed to have occurred) on the date on which the Premises are (or would have been, but for any Tenant Delay or Change Order Delay) ready for occupancy in accordance with Tenant Plans, and any remaining work can reasonably be expected to be completed by Landlord's Contractor within such additional period of time thereafter as shall be reasonable under the circumstances, provided Landlord's contractor shall have undertaken such remaining work and shall be diligently prosecuting the same to completion, in any case without materially adversely affecting Tenant's ability to occupy and utilize substantially all the Tenant's Premises for the Permitted Use, and provided, further that Landlord has obtained at least a temporary certificate of occupancy permitting Tenant to occupy Tenant's Premises and Tenant's architect has issued a certificate of substantial completion. Any remaining work shall be fully described by Tenant's architect on a punch list to be certified to Landlord, Tenant and Landlord's contractor and shall indicate all remaining work and, except as hereinafter provided, shall be the sole document controlling such remaining work. Tenant's acceptance of the punch list shall be Tenant's acknowledgment that the Tenant's Premises are substantially complete. Anything herein or in the Lease contained to the contrary notwithstanding, if Tenant's architect withholds either or both the aforesaid certificate of substantial completion and certified punch list, or withholds any other certifications required hereunder or under the Lease, and if in Landlord's reasonable opinion there is no reasonable basis for such withholding, Landlord may have the certification(s) made by its own architect; in which event, Landlord's

architect's certification shall be conclusive evidence of the date of substantial completion of Landlord's Work and Tenant Work, and the contents of the punch list, if any. F. Tenant's Contractor Constructs Tenant Work. If Tenant shall not elect to have Landlord's Contractor construct Tenant Work as hereinabove provided, then excepting only that portion of Landlord's Work which involves improvements outside of the Premises (which improvements Landlord shall prosecute to completion with diligence), provided that safe access to the Premises from the ground floor of the Building shall be available to Tenant and its contractors, Landlord's Work within the Premises shall be deemed to be substantially complete at such time as Landlord's Work has, in the sole judgement of Landlord's architect, proceeded to the point where Tenant's contractor (subject to, and without limitation of the remaining terms, conditions, covenants and agreements stated herein, in the Lease and in the remaining exhibits thereto) may take possession of the Premises for the prosecution of Tenant Work without material interference from Landlord or Landlord's contractors in the prosecution and completion of Landlord's Work, and where any Landlord Work then remaining within the Premises can reasonably be expected to be completed by Landlord's contractor within forty-five (45) days, or within such additional period of time thereafter as shall be reasonable under the circumstances (including, without limitation, any Landlord's Work which in Landlord's reasonable estimation cannot or reasonably should not be completed until such time as Tenant Work has been completed or has been prosecuted to a certain stage of completion), provided Landlord's contractor shall have undertaken such remaining work and shall be diligently prosecuting the same to completion as aforesaid (the "Landlord Delivery Date"). If Tenant Work is not constructed by Landlord's Contractor, then the Substantial Completion Date and Tenant's obligation to commence paying Fixed Rent and Additional Rent pursuant to the terms of the Lease, shall be deemed to occur upon the Landlord Delivery Date. Any such remaining Landlord's Work shall be fully described by Tenant's architect on a punch list to be certified to Landlord, Tenant and Landlord's contractor and shall indicate all remaining Landlord's Work and, except as hereinafter provided, shall be the sole document controlling such remaining work. Tenant's acceptance of the punch list shall be Tenant's acknowledgment that Landlord's Work is substantially complete and the Premises are ready for possession by Tenant for Tenant's improvement thereof. If Tenant's architect withholds such certification without providing reasonably explanation, and if in Landlord's reasonable opinion there is no reasonable basis for such withholding, Landlord may have the certification made by its architect; in which event, Landlord's architect's certification shall be conclusive evidence of the Landlord Delivery Date, and the contents of such punch list, if any. If Landlord shall not be selected by Tenant to have Landlord's Contractor construct Tenant Work, then anything contained herein or in the Lease to the contrary notwithstanding, it shall be Tenant's obligation to secure all required certificates of occupancy in regard to the Premises, and Tenant shall indemnify, defend and save and hold harmless Landlord of, from and against any and all losses, costs, expenses (including, without limitation, reasonable attorneys' fees and costs) fines, penalties and other liabilities incurred by Landlord as a result of Tenant's failure so to do. Any additional item of work within the definition of Landlord's Work and required as a condition of the issuance of such certificate(s) of occupancy shall be performed by Landlord at Landlord's expense. Any and all other work required as a condition of such

issuance shall be performed by Tenant at Tenant's expense. Delivery of possession of the Premises by Landlord to Tenant for the performance of Tenant Work notwithstanding, Landlord shall have continuous access to the Premises during the course of Tenant Work in order for Landlord to make improvements to the Building and to complete the build out of other spaces in the Building, so long as Landlord's entry thereon shall not unreasonably interfere with the prosecution of Tenant's construction work therein. Landlord shall endeavor to provide Tenant with written notice at least ten (10) days prior to the anticipated Landlord Delivery Date or the Substantial Completion Date of Landlord's Work and Tenant Work (if Landlord shall be selected by Tenant to have Landlord's Contractor construct Tenant Work). If Landlord's Contractor shall be constructing Tenant Work, then Landlord shall, subject to the conditions hereafter enumerated, allow Tenant, its authorized agents, employees and contractors, reasonable access to the Premises for the purpose of taking measurements and for the installation of certain Tenant improvements such as telephones, systems furniture and fixtures, all subject to adherence to Landlord's construction requirements. In addition, Landlord shall provide Tenant with written notice at the appropriate point during construction of Landlord's Work (as reasonably determined by Landlord) to permit Tenant access to the first floor plenum and the Premises for installation and servicing of voice and data communications wiring and equipment. Any entry by Tenant, its agents, employees or contractors prior to the Substantial Completion Date of Landlord's Work or Tenant Work, or the Landlord Delivery Date, as applicable, shall be at Tenant's own risk, expense and responsibility, and shall be subject to all of the requirements set forth elsewhere in this Work Letter, in the Lease, and in the exhibits attached thereto, and to each and all of the provisions which follow below. If Tenant's contractor shall be constructing Tenant Work, then anything in this Work Letter or in the Lease contained to the contrary notwithstanding, Tenant should not expect access to the Premises for the performance of Tenant Work, or otherwise, prior to the Landlord Delivery Date, unless Landlord shall determine to grant such access upon Tenant's request therefor, which request may be granted or withheld by Landlord in Landlord's sole and absolute discretion. If Landlord shall agree to grant such access prior to the Landlord Delivery Date, then without limitation of such other conditions as Landlord may specify, Tenant's access shall also be subject to each and all of the following conditions as well: (i) Tenant shall have obtained Landlord's prior written approval of Tenant Plans, or if Tenant shall desire to enter the Premises before the Substantial Completion Date or the Landlord Delivery Date, Tenant shall have obtained Landlord's prior written approval for the specific work it proposes to perform, and shall furnish Landlord with reasonably detailed plans and specifications therefor. All such work shall be promptly commenced and thereafter prosecuted with due diligence. No such work shall be performed in such manner or at such times as to cause any delay in connection with any work being done by any of Landlord's contractors or subcontractors in the Premises or in the Building generally; Landlord agreeing to notify Tenant of any such delay promptly after Landlord learns of the same, and any such delay being deemed to be a Tenant Delay hereunder. Prior to commencing any construction, renovations, alterations, or any other work in the Premises, Tenant shall cause its general contractor and all subcontractors to execute and file in the Prothonotary's Office for Bucks County, Pennsylvania a waiver of the right to file mechanics' liens against the Premises and the Project in a form approved by Landlord.

Tenant shall indemnify, defend and save and hold harmless Landlord of, from and against any and all loss, cost, expense (including, without limitation, reasonable attorneys' fees and costs), damage or liability which are incurred by or assessed or asserted against Landlord as a result of Tenant's failure to obtain such approval. (ii) All Tenant Work performed by Tenant pursuant to this Work Letter shall be performed by contractors and subcontractors approved by Landlord and shall, except as hereinafter expressly provided, be completed at Tenant's sole cost and expense. Each and all contractors shall comply with the requirements of the Lease and this Work Letter. In performing Tenant Work, Tenant shall comply with the following requirements: (a) In addition to, and not in lieu of the other policies of insurance required by this Lease, at all times between the start and completion of Tenant Work (such period is herein referred to as "Tenant's Construction Period"), before any work is commenced or Tenant's contractors' materials or equipment are moved into the Building or onto any part of the Project, Tenant shall deliver to Landlord an original certificate of insurance evidencing Tenant's "All Risk" Builder's Risk Insurance in the standard form for the Commonwealth of Pennsylvania, and Tenant's general contractor and all subcontractors shall deliver to Landlord certificates evidencing the following types of insurance coverage in the following minimum amounts: (i) Worker's compensation coverage as required by law and employers liability coverage, including without limitation bodily injury caused by disease with a limit of $250,000.00 per employee; (ii) Comprehensive general liability policy to include, without limitation, completed operations, property damage, independent contractor's and personal injury coverage with limits in an amount of not less than $5,000,000.00 Combined Single Limit for Tenant's general contractor, and not less than $2,000,000.00 Combined Single Limit (or such other limit as Landlord or its lender shall reasonably specify) for all subcontractors; and (iii) Automobile liability coverage, with bodily injury limits of at least $1,000,000.00 per accident. (b) Unless the Lease is terminated pursuant to the provisions otherwise set forth therein, repair and/or reconstruction of all or any portion of Tenant Work damaged or destroyed by any casualty occurring during Tenant's Construction Period shall be commenced by Tenant as soon as possible after such casualty; provided that if all or any portion of Landlord's Work is also damaged or destroyed by such casualty, Landlord shall, subject to the provisions of Section 18 of the Lease, diligently repair or reconstruct Landlord's Work and thereafter notify Tenant when repairs or reconstruction of Landlord's Work is substantially completed and, within fifteen (15) days after receipt of such notice, Tenant shall diligently pursue such repair and/or reconstruction to completion.

(c) Tenant shall obtain and pay for all necessary permits and shall pay all other fees required by public authorities or utility companies with respect to Tenant Work. All work shall be performed in conformity with (i) the final approved Tenant Plans, (ii) all applicable codes and regulations of governmental authorities having jurisdiction over the Building and the Premises, and (iii) valid building permits and other authorizations from appropriate governmental agencies, when required, which shall have been obtained at Tenant's sole expense. Any work not acceptable to the appropriate governmental agencies shall be promptly corrected or replaced at Tenant's expense. (d) Tenant shall maintain the Premises and the common areas of the Building and the Project in a clean, safe and orderly condition during construction, and shall regularly remove from the Premises and the Project all debris created by or resulting from such construction, and repair any damage caused by Tenant or Tenant's contractors, servants, agents or employees. Tenant shall promptly remove all unused construction materials, equipment shipping containers, packaging, debris and waste from the Building and the Project. Tenant shall contain all construction materials, equipment, fixtures, shipping containers and debris within the Premises. Public corridors, service corridors, elevator lobbies, the main Building lobby, all parking areas and the exterior of the Building and the Project shall at all times be clear of Tenant's (and its contractor's) equipment, materials, refuse and debris. (e) To the end there shall be no labor disputes which would interfere with any other construction occurring within the Building or in the operation thereof, or any part thereof including, but not limited to, the Premises, Tenant agrees to engage the services of only such contractors or subcontractors as will work in harmony and without causing any labor dispute with each other, with Landlord's employees, contractors and subcontractors of all others working in or upon the Building or the Project or any part thereof, and Tenant shall require its contractors and subcontractors to employ only such labor as will work in harmony and without causing any labor disputes with each other, with Landlord's employees, contractors and subcontractors and with the employees, contractors and subcontractors and with all others working in or upon the Building or the Project or any part thereof. Furthermore, only those contractors and subcontractors as have been duly licensed by the authority having jurisdiction over the appropriate profession and which have been approved in writing by Landlord may perform any portion of Tenant Work for Tenant in or upon the Premises. Landlord reserves the right at all times to remove or, at Landlord's option, to require upon demand that Tenant remove from the worksite any contractors or subcontractors who are disruptive to the worksite or who otherwise fail to continuously observe the terms and conditions herein enumerated. (f) At any time and from time to time during the performance of Tenant Work, Landlord, Landlord's architect and/or Landlord's contractor may enter upon the Premises and inspect the work being performed by Tenant. Tenant Work shall be performed by Tenant in a first-class and workmanlike manner, with the Premises constructed in accordance applicable codes and Landlord-approved Tenant Plans, and shall incorporate only new materials and be in good and usable condition at the date of completion.

(g) Tenant Work shall be coordinated by Tenant with all work being performed or to be performed by Landlord, including, without limitation, Landlord's Work, to the end that Tenant's prosecution of Tenant Work shall not in any manner interfere with the operation of the Building or interfere with or delay the completion of any other construction within the Building. (h) Except with regard to the "staging area," if any, as may be identified by Landlord, neither Tenant nor its contractors or subcontractors may use any space within the Building or the Project (except the Premises) for storage, handling, and moving of materials and equipment, and if Tenant or such contractors and/or subcontractor shall use any space in the Building or the Project (except the Premises) for any of the aforesaid purposes without obtaining Landlord's prior written approval thereof, Landlord shall have the right to terminate such use and remove all of Tenant's and such contractor's or subcontractor's material, equipment and other property from such space without Landlord being liable to Tenant and/or such contractors or subcontractors and the cost of such termination and/or removal shall be paid by Tenant to Landlord. It shall be Tenant's responsibility to cause each contractor and subcontractor to maintain continuous protection of adjacent property and improvements against damage by reason of Tenant Work. If Landlord shall provide Tenant with any exterior staging area, Tenant shall provide a secure chain link fence, at appropriate height, surrounding the staging area and shall also provide appropriate lighting for the staging area. Tenant shall, at Tenant's sole cost and expense, repair any damage to the Building or the Project caused by Tenant's establishment and use of the "staging area" and fencing of the premises, including, but not limited to, repair of any damage to the parking areas caused by the installation of fence(s) and the use of a construction dumpster. (i) Tenant shall promptly pay all contractors and materialmen so as to minimize the possibility of a lien or claim of lien being filed with respect to the Premises, the Building or the Project, and should any such lien be made or filed, Tenant shall cause the same to be discharged by bond or otherwise within ten (10) days (or within such shorter period as may be specified by Landlord's lender) after written demand by Landlord. If Tenant shall fail to cause such lien or claim of lien to be bonded against or to be discharged within the period aforesaid, then in addition to any other right or remedy which Landlord may have under the Lease, at law or in equity, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien or claim of lien by deposit or by bonding proceedings and, in any such event, Landlord shall be entitled, if Landlord so elects to compel the prosecution of any action for the foreclosure of such lien or claim of lien by the lienor with interest, costs and expenses. Any amounts so paid by Landlord and all costs and expenses incurred by Landlord in connection therewith or in connection with insuring the title to the Project or any interest herein free of such lien or claim of lien, from the respective dates of Landlord's making of the payment and incurring of the cost and expense, shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand, and shall accrue interest thereon at the Default Rate from the date incurred by Landlord until the date paid in full by Tenant.

(ii) Nothing in this Work Letter shall be construed as in any way constituting a consent or request by Landlord, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer, or materialman for the performance of any labor or the furnishing of any materials for any specific or general improvement, alteration, or repair of or to the Premises or to any buildings or improvements thereon, or to any part thereof. Notwithstanding anything in this Work Letter, or in any other writing signed by Landlord to the contrary, neither this Work Letter nor any other writing signed by Landlord shall be construed as evidencing, indicating, or causing an appearance that any erection, construction, alteration or repair to be done, or caused to be done, by Tenant is or was in fact for the immediate use and benefit of Landlord. (iii) If Tenant shall construct Tenant Work as provided herein, then the Tenant Allowance referenced in the Lease shall, the provisions of Section 4(a) of the Lease notwithstanding, be paid and disbursed as follows. (a) Each draw request for the Tenant Allowance (each, a "Draw Request") shall include Tenant's and Tenant's Architect's certification that the Tenant Work covered thereby has been satisfactorily completed, shall be substantiated by invoices for such work and such other materials and supporting documentation as Landlord's lender shall reasonably specify, and shall be subject to such lender's reasonable approval. Within thirty (30) days next following Landlord's and its lender's receipt and approval of the final Draw Request (or within such other period as Landlord's lender shall specify), Landlord shall make payment to the Tenant's general contractor or as otherwise directed by Tenant, subject as hereinafter provided. (b) Each Draw Request covering construction work shall be accompanied by the AIA Application and Certificate for Payment (AIA Documents G702 and G703), certified by Tenant's Architect, and covering only such work as is actually installed in the Premises. All certificates for payment shall include full releases of lien. (c) Landlord shall not disburse the final draw of the Tenant Allowance until Landlord has received a final Draw Request accompanied by final lien waivers and/or other evidence reasonably satisfactory to Landlord and Landlord's lender that all contractors, workers, material and service suppliers and all other persons having claims against Tenant for payment of work done or material or services supplied in connection with the Tenant Work have been paid in full, Landlord shall have received a final, sealed set of as-built plans for the Premises from Tenant's Architect, final certificates of occupancy has been issued by all relevant state and local authority(ies) and project manuals, including all equipment warranties and guarantee, vendor listings with emergency contacts and specification sheets for all major appliances. (d) All costs associated with Tenant Work in excess of the Tenant Allowance shall be paid by Tenant within ten (10) days of receipt by Tenant of invoices therefor. Any amounts not paid by Tenant within ten (10) days next following invoicing shall accrue interest at the Default Rate (or at such higher lawful rate of interest as may be specified in such invoice(s)) from the date due until the date paid in full by Tenant.

G. Tenant Delay. Notwithstanding any provision herein or in the Lease to the contrary, the Landlord Delivery Date for Landlord's Work and the Substantial Completion Date for Landlord's Work and Tenant Work shall in no event be delayed or extended by any "Tenant Delay" or Change Order Delay, and each such date (as applicable) shall be deemed to have occurred on the day that each such date (as applicable) would have occurred but for any intervening Tenant Delay or Change Order Delay. Without limitation of the facts or circumstances also agreed by the parties herein or in the Lease to constitute "Tenant Delay," "Tenant Delay" shall also mean and include but not be limited to delays resulting from changes, revisions or supplements to the scope of Landlord's Work or Tenant Work requested by Tenant; Tenant's failure to provide information, materials, documents, plans or specifications, or to furnish Tenant's cooperation as required by Landlord in connection with Landlord's Work or Tenant Work within the required time periods, including Tenant's initial submission of Tenant Plans; delays in the preparation, finalization or approval of the Tenant Plans caused by Tenant or its architect, contractors, authorized representative, agents or employees; delays caused by modifications, revisions or changes to Tenant Plans caused or required by Tenant or its architect, contractors, authorized representative, agents or employees, or by any state or municipal authority (including, without limitation, modifications, revisions or changes required to Tenant Plans or Landlord's Plans upon presentation of Tenant Plans (or revisions thereto) for permitting; delays in the delivery or installation of any special, long-lead or non-standard items specified by Tenant; or delays caused by delivery, installation or completion of any Tenant finish work performed by Tenant's contractors; or any other delay caused by Tenant or its architect, contractors, representatives, agents or employees. Notwithstanding anything in this Section G to the contrary, with regard to those Tenant Delays which, pursuant to the express provisions of this Work Letter, shall not be assessed or be deemed to have occurred in the absence of Landlord's notice, Landlord agrees to furnish such notice as soon as reasonably practicable after Landlord shall have actual knowledge of the facts or circumstances giving rise thereto; the parties agreeing that such notice may be delivered telephonically or by facsimile transmission to Tenant's representative. In the event any Tenant Delay or Change Order Delay shall occur, substantial completion of the Landlord's Work and Tenant Work shall be deemed to have occurred on the date on which substantial completion thereof would have occurred, but for the Tenant Delays and Change Order Delays.

LIST OF SUBSIDIARIES
Name of Subsidiary -----------------ICT Canada Marketing, Inc. Eurotel Marketing Limited Harvest Resources, Inc. Yardley Enterprises, Inc. ICT Australia Pty. Ltd. iCT ConnectedTouch, LLC State/Country of Incorporation/Organization ------------------------------------------Canada Ireland Delaware Delaware Australia Pennsylvania

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K, into the Company's previously filed Form S-8 Registration Statement (File No. 333-32623) filed with the Securities and Exchange Commission on August 1, 1997, Form S-8 Registration Statement (File No. 33356187) filed with the Securities and Exchange Commission on June 5, 1998, and Form S-8 Registration Statement (File No.333-55702) filed with the Securities and Exchange Commission on February 15, 2001.
/s/ ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania March 30, 2001

AMENDED AND RESTATED VOTING TRUST AGREEMENT AMENDED AND RESTATED VOTING TRUST AGREEMENT made at Langhorne, Pennsylvania, as of October 16, 2000, among ICT Group Inc., a Pennsylvania corporation (hereinafter called the "Company") and John J. Brennan ("JBrennan") and Donald P. Brennan ("DBrennan") and any other Shareholders of the Company who now or hereafter become parties hereto (hereinafter called the "Shareholders"), with JBrennan and DBrennan in such persons' capacity as voting trustees hereunder, together with any successor trustees (hereinafter being collectively called the "Trustees"). W I T N E S S E T H: WHEREAS, the Shareholders and the Company are parties to a Shareholders' Agreement which has been amended and restated as of even date herewith (the "Shareholders' Agreement"); and WHEREAS, JBrennan and DBrennan, as Trustees and as the only Shareholders who as of the date hereof are beneficial owners hereunder, and the Company, as the sole parties hereto, believe it is desirable to amend and restate the Voting Trust Agreement dated February 2, 1996 in the manner set forth herein; and WHEREAS the Trustees have consented to continue to act under this Agreement as so amended and restated for the purposes herein provided,

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, hereby amend and restate this Voting Trust Agreement as follows: 1. Voting Trust Agreement. Copies of this Agreement, and of every agreement supplemental hereto or amendatory hereof, shall be kept on file in the principal office of the Company and shall be open to the inspection of any stockholder of the Company, daily during business hours. All voting trust certificates issued as hereinafter provided shall be issued, received, and held subject to all the terms of this Agreement. Every person, firm, corporation or other entity entitled to receive voting trust certificates representing shares of the Company's voting stock, and their transferees and assigns, upon accepting the voting trust certificates issued hereunder, shall be bound by the provisions of this Agreement. 2. Transfer of Shares to Trustees. (a) The Trustees shall hold shares of the Company transferred to them as Trustees hereunder and shall be vested, as Trustees of an active trust, with the right to vote and act and to exercise other rights pertaining to such shares, as and to the extent, and upon the terms and conditions and for the period set forth in this Agreement. Additional voting shares of the Company or shares of voting stock of another corporation may be transferred to the Trustees from time to time in accordance with the provisions of the Shareholders' Agreement or otherwise, 2

and the Trustees shall accept and hold any such shares so transferred in accordance with the provisions hereof. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Articles of Incorporation of the Company or such other corporation the stock of which is held hereunder. All such share certificates shall be endorsed, or accompanied by such instruments of transfer, as to enable the Trustees to cause such shares to be transferred into the name of the Trustees, as hereinafter provided. On receipt by the Trustees of the certificates for any such shares and the transfer of the same into the names of the Trustees, the Trustees shall hold the same subject to the terms of this Agreement, and shall thereupon issue and deliver to the Shareholder voting trust certificates for the shares so deposited. Except as hereinafter provided, any shares transferred to the Trustees to be held hereunder shall be held and administered hereunder until the termination of the Voting Trust pursuant to paragraph 12 hereof or the execution of a deed of termination with respect to any such shares pursuant to subparagraph 12(a)(1) hereof. If the Trustees receive and hold shares of a corporation other than the Company, the Trustees shall issue a separate class of voting trust certificates to represent the beneficial ownership of such shares and the rights of the holders of such class of certificates shall, with respect to the shares represented by such certificates, be the same as those of holders of certificates representing shares of the Company, except to the extent the rights of holders of certificates representing shares of the Company are affected by the Shareholders' Agreement. At any time the Trustees hold stock of a 3

corporation other than the Company pursuant to the provisions hereof, the term "Company" herein shall also be deemed to refer to such other corporation, considered as a separate entity. (b) All certificates for shares of the Company or of another corporation transferred and delivered to the Trustees pursuant to this Agreement shall be surrendered by the Trustees to the Company or such other corporation and cancelled, and new certificates therefor shall be issued to and held by the Trustees in the names of "John J. Brennan and Donald P. Brennan [or the names of any successor Trustees], as Voting Trustees". 3. Voting Trust Certificates. The Trustees shall maintain a voting trust certificate register in which each holder of a voting trust certificate issued under this Agreement, and the number of shares represented by each voting trust certificate will be identified. The voting trust certificates shall be in the form attached hereto as Exhibit A (and shall include any appropriate legends required by Section 14 of this Agreement). Voting trust certificates previously issued pursuant to the Voting Trust Agreement prior to this amendment and restatement shall be deemed to comply with this paragraph provided that upon a transfer of any such voting trust certificate, the new voting trust certificate issued to the transferee pursuant to paragraph 4 below shall be issued in the form attached hereto as Exhibit A. 4

4. Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders' Agreement, shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the 5

payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders' Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees' discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the 6

reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees. 5. Termination Procedure. (a) Subject to the provisions of Section 12, upon the termination of this Agreement at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, at the addresses appearing on the transfer books of the Trustees. After the date specified in any such notice (which shall be no later than thirty (30) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates. (b) Within thirty (30) days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other 7

property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company. (c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder. 6. Dividends. (a) Until the termination of this Agreement pursuant to the terms of Section 12, the holder of each voting trust certificate shall be entitled to receive from the Trustees payments equal to the cash dividends, if any, received by the Trustees upon the shares represented by each such voting trust certificate registered in the name of such holder in the voting trust certificate register. If any dividend in respect of the shares deposited with the Trustees is paid, in whole or in part, in voting shares of the Company, the Trustees shall likewise hold, subject to the terms of this Agreement, the certificates for such voting shares which are 8

received by the Trustees on account of such dividend, and the holder of each voting trust certificate representing shares on which such stock dividend has been paid shall be entitled to receive a voting trust certificate for the number of shares received as such dividend. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Trustees at the close of business on the day fixed by the Company for the taking of a record to determine those holders of its shares of stock entitled to receive such dividends. (b) Except as otherwise provided in Section 12, if any dividend in respect of the shares deposited with the Trustees is paid other than in cash or in voting shares, then the Trustees shall distribute the same among the holders of voting trust certificates registered as such at the close of business on the day fixed by the Trustees for taking a record to determine the holders of voting trust certificates entitled to receive such distribution. Such distribution shall be made to such holders of voting trust certificates ratably, in accordance with the number of shares represented by their respective voting trust certificates in respect of which such distribution was paid. (c) In lieu of receiving dividends upon the shares which are payable in cash and/or property other than voting shares and paying the same to the holders of voting trust certificates pursuant to the provisions of this Agreement, the Trustees may instruct the Company in writing to pay such dividends to the holders of the voting trust certificates. Upon receipt of such written instructions, the Company shall pay such dividends directly to the holders 9

of the voting trust certificates. Upon such instructions being given by the Trustees to the Company, and until revoked by the Trustees, all liability of the Trustees with respect to such dividends shall cease. The Trustees may at any time revoke such instructions and by written notice to the Company direct it to make such dividend payments to the Trustees. 7. Subscription Rights. In case any stock or other securities of the Company are offered for subscription to the holders of shares deposited hereunder, the Trustees, promptly upon receipt of notice of such offer, shall mail a copy thereof to each of the holders of the voting trust certificates. Upon receipt by the Trustees, at least five (5) days prior to the last day fixed by the Company for subscription and payment, of a request from any such registered holder of voting trust certificates to subscribe in such holder's behalf, accompanied with the sum of money required to pay for such stock or securities (not in excess of the amount subject to subscription in respect to the shares represented by the voting trust certificate held by such certificate holder), the Trustees shall make such subscription and payment, and upon receiving from the Company the certificates for shares or securities so subscribed for, shall issue to such holder a voting trust certificate in respect of voting shares so received and shall mail or deliver such other stock or securities to the certificate holder in whose behalf the subscription was made, or may instruct the Company to make delivery directly to the certificate holder entitled thereto. In case any reduction of the voting shares of the Company shall have been duly authorized, the Trustees are hereby authorized to make such 10

surrender of shares of the Company held by the Trustees hereunder, pro-rata on behalf of all holders of voting trust certificates, as may be required under the terms pursuant to which such reduction is to be effected, and to receive and hold any and all voting shares of the Company issued in exchange for such surrendered shares and to distribute any cash or property other than voting shares received in exchange for such surrendered shares to the certificate holders entitled thereto. Following any such action, the voting trust certificates issued and outstanding pursuant hereto shall be deemed to represent a proportionately reduced number of shares. 8. Dissolution of Company. In the event of the dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, the Trustees shall receive the moneys, securities, rights, or property to which the holders of shares deposited hereunder are entitled, and shall timely distribute the same among the registered holders of voting trust certificates in proportion to their interests, as shown by the books of the Trustees, or the Trustees may in the Trustees' discretion deposit such moneys, securities, rights, or property with any bank as the Trustees may select, with authority and instructions to distribute the same as above, provided that the Trustees shall continue-to hold the shares of any corporation as to which the Trustees then hold hereunder (including by reason of receipt from the Company upon such liquidation or dissolution) more than fifty percent (50%) of the aggregate voting stock in accordance with the provisions hereof as if such shares were voting shares of the Company. 11

9. Merger or Consolidation. Except as otherwise provided in Section 12 hereof, in the event the Company is merged into or consolidated with another corporation or shares of the Company are exchanged for shares of another corporation (including in connection with a reorganization of the Company), the Trustees shall receive and hold, as Trustees hereunder, any stock of such successor or other corporation received on account of the ownership of shares of the Company held hereunder prior to such merger, consolidation or exchange, provided that the Trustees shall distribute to the certificate holders entitled thereto the stock of the Company or of another corporation at such time as the ownership by the Trustees hereunder of stock of the Company or such other corporation is not greater than fifty percent (50%) of the voting stock thereof. 10. Rights of Trustees. (a) Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the voting trust certificates for cancellation, the Trustees shall possess and have the exclusive right, except as otherwise expressly provided in this Agreement or the Shareholders' Agreement, to exercise, in person or by nominees or proxies of the Trustees, all Shareholders' voting rights and powers in respect to all shares deposited hereunder, for any and every purpose, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever, as absolute owner of such shares. The Shareholders have hereby assigned to Trustees all voting rights that they otherwise might have had arising out of any 12

ownership of the shares, whether by operation of law or agreement. The right to vote shall include the right to vote for or against or to abstain with respect to the election of directors, and in favor of or against or to abstain with respect to any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of shareholders of the Company. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustees or to their nominees or proxies thereto appointed by the Trustees, mortgaging, creating a security interest in, and pledging of all or any part of the property of the Company, the lease or sale of all or any part of the property of the Company, for cash, securities, or other property, and the dissolution of the Company, or the consolidation, merger, reorganization, or recapitalization of the Company. It is further understood that: (i) action by the Trustees in voting or not voting stock deposited hereunder in instances where there are shareholders' statutory rights of appraisal may effectively waive or terminate any such rights as to the shares represented thereby, and (ii) the Trustees, in taking part in, or consenting to, any corporate or stockholders' action, as provided in this subparagraph, may enter into any agreements and take such actions which, in the determination of the Trustees, are reasonable, including, but not limited to, agreements which provide representations, warranties and covenants on behalf of Shareholders who are subject to this Voting Trust and provisions relating to indemnification for breach of such representations. Should there be any such agreements or provisions of the 13

type referred to in (ii) above, the term of this Agreement shall be extended to cover whatever period of time is necessary for the Voting Trustees to carry out the functions of the Trustees (such as contesting or settling claims; receiving and distributing proceeds and interest on behalf of the Shareholders, and any others) arising therefrom. (b) In voting the shares held by the Trustees hereunder either in person or by nominees or proxies, each Trustee shall exercise the Trustee's best judgment to exercise the vote of the Trustee with respect to suitable directors and officers of the Company (which may include the Trustees), or to the adequacy of any consideration to be received by the Company and its shareholders, and shall otherwise, insofar as the Trustees may be a shareholder of the Company, take such part or action in respect to the management of its affairs as the Trustees may deem necessary to the end that the Trustees may be advised on the affairs of the Company and the management thereof; and in voting upon any matters that may come before the Trustees at any stockholders' meeting, the Trustees shall exercise like judgment, but the Trustees shall not be personally responsible with respect to any action taken pursuant to the vote of the Trustees so cast in any matter or act committed or omitted to be done under this Agreement, provided such commission or omission does not amount to willful misconduct or gross negligence on the part of the Trustees, and provided further that the Trustees at all times exercise good faith in such matters. In addition, the Shareholders, jointly and severally, agree to indemnify and hold the Trustees harmless from any and all 14

liabilities resulting from actions taken pursuant to this Agreement, except only for acts which constitute gross negligence or willful misconduct on the part of the Trustees. In the exercise of any and all of the rights of the Trustees under this Agreement, the Trustees may choose at any time to waive any such exercise, without the consent of any other party. (c) Unless otherwise agreed to by the Trustees, action by the Trustees shall be taken at a meeting of Trustees. Meetings of the Trustees shall be held whenever ordered by a majority of the Trustees or, if there is an equal number of Trustees at any time, by-one-half of the Trustees. Written notice stating the place and time of any meeting of the Trustees shall be sufficient if given at least one day in advance of the time fixed for the meeting. Notice shall be given by hand delivery, first class mail, a nationally recognized courier service or United States Express Mail, or by facsimile, receipt confirmed. Notice shall be deemed to have been given (i) if delivered by hand, when delivered at the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (ii) if sent by first class mail, seven days after such mailing to the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (iii) if sent by nationally recognized overnight courier service or by United States Express Mail, on the second following business day after delivery to such service or such mailing and (iv) if given by facsimile, when such facsimile is transmitted to the facsimile number appearing in the records of the Trust or supplied by such recipient to the 15

Trustees for the purpose of notice and the appropriate answer back or confirmation is received. Any Trustee may participate in any meeting of the Trustees, be counted for the purpose of determining a quorum thereof and exercise all rights and privileges to which such Trustee might be entitled were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Except as otherwise provided in paragraph 11 below, a majority of the Trustees shall be necessary to constitute a quorum for the transaction of business and all acts of the Trustees under this Voting Trust Agreement must be by unanimous consent. 11. Trustees and Successor Trustees. (a) Any Trustee (and successor Trustees) may at any time resign by mailing to the registered holders of voting trust certificates a written resignation, to take effect ten (10) days thereafter or upon the prior acceptance thereof, provided that the resignation of a sole Trustee shall be effective only upon the acceptance of Trusteeship by a successor Trustee. (b) At all times while the Trustees shall hold shares represented by Voting Trust Certificates owned directly or indirectly by DBrennan or DBrennan Permitted Donees, there shall be a DBrennan Family Trustee. The initial DBrennan Family Trustee shall be DBrennan. Upon the death or resignation of DBrennan as a Trustee hereunder, Eileen Brennan Oakley shall 16

become the DBrennan Family Trustee. If Eileen Brennan Oakley or any successor DBrennan Family Trustee shall fail or cease to act as Trustee hereunder, the next oldest child of DBrennan shall become the DBrennan Family Trustee. JBrennan may designate by an acknowledged written instrument or by his last Will and Testament duly admitted to probate an individual or a series of individuals to act as his successor as Trustee hereunder upon his death or resignation as Trustee hereunder (or as successor to any such successor Trustee upon such successor Trustee's death or resignation as Trustee hereunder) or if no such successor to JBrennan is so designated, JBrennan's wife, Jean M. Brennan, shall act as successor Trustee to JBrennan, or if she shall fail to act as such successor trustee, the personal representative of JBrennan or JBrennan's Estate, as the case may be, or the nominee of such personal representative shall act as successor Trustee to JBrennan. If Jean M. Brennan shall act as Trustee hereunder, she may designate by an acknowledged written instrument or by her last Will and Testament duly admitted to probate any child of JBrennan to act as her successor as Trustee (or as successor to any such successor Trustee) hereunder upon her death or resignation as Trustee hereunder (or the death or resignation of any such successor Trustee hereunder). A final adjudication of incompetence of any individual acting as Trustee hereunder giving rise to the appointment of a custodian or other representative shall be deemed to be the resignation of such Trustee. 17

If at any time there shall be no Trustee hereunder, holders of voting trust certificates representing a majority in interest of all the shares then held hereunder shall appoint a successor Trustee. (c) After the death or resignation of DBrennan and while JBrennan shall continue to act as Trustee hereunder, the vote of JBrennan shall constitute the unanimous vote of the Trustees under paragraph 10(c) in the event of any disagreement between JBrennan and the DBrennan Family Trustee regarding the voting of any stock held hereunder. After the death or resignation as Trustee hereunder of both DBrennan and JBrennan and while Jean M. Brennan shall be acting as Trustee hereunder, the vote of Jean M. Brennan shall constitute the unanimous vote of the Trustees under paragraph 10(c) in the event of any disagreement between Jean M. Brennan and the DBrennan Family Trustee regarding the voting of any stock held hereunder with respect to the approval of an agreement which, with the necessary shareholder approval, would result in a Change of Control of the Company. For purposes of this Agreement, a Change of Control of the Company shall mean (i) the merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, would not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to thirty percent (30%) or more of all votes (without consideration of the rights of any class of stock to elect directors by a separate class vote) to which all stockholders of the surviving corporation would be 18

entitled in the election of directors or where the members of the Board of Directors, immediately prior to the merger or consolidation, would not, immediately after the merger or consolidation, constitute a majority of the Board of the surviving corporation or (ii) the sale or other disposition of all or substantially all the assets of the Company. For purposes of this paragraph (c), if notice of a meeting of Trustees and a description of matters to be voted on by the Trustees at such meeting has been given to the DBrennan Family Trustee not less than ten (10) days prior to the date set for such meeting and the DBrennan Family Trustee shall either fail to attend or participate in the meeting (unless such failure shall be in good faith and due to extenuating circumstances as to which the DBrennan Family Trustee shall have notified the JBrennan Family Trustee prior to the time set for such meeting) or shall fail to vote with respect to any of the matters to be voted on described in such notice, such failure shall be deemed to constitute a disagreement with respect to (i) all such matters described in the notice in the case of the failure of the DBrennan Family Trustee to attend or participate in the meeting or (ii) each matter as to which the DBrennan Family Trustee shall fail to vote if the DBrennan Family Trustee shall otherwise attend or participate in the meeting. If the DBrennan Family Trustee shall fail to attend or participate in the meeting under the circumstances described above, JBrennan or Jean M. Brennan, as the case may be, acting as the JBrennan Family Trustee shall alone constitute a quorum with respect to the vote on any matter described in such notice as to which the vote of 19

such Trustee pursuant to this paragraph (c) would constitute the unanimous vote of the Trustees. (d) At any time when the only Trustees acting hereunder shall be a DBrennan Family Trustee (other than DBrennan) and a JBrennan Family Trustee (other than JBrennan or Jean M. Brennan), the Trustees shall within thirty (30) days, acting jointly, appoint in writing an Independent Trustee to act as a Co- Trustee with them hereunder. For purposes of this Agreement, an Independent Trustee shall mean a person or entity who or which in the judgment of the Trustees making the appointment of such Independent Trustee (i) is experienced and sophisticated in financial management matters, (ii) has no relationship to the Company (and has had no such relationship within the three years prior to such appointment as Independent Trustee) that may interfere with the independent exercise of such Trustee's powers hereunder and (iii) is not an immediate family member of either of the Trustees making the appointment of such Independent Trustee. For purposes of the preceding sentence an immediate family member with respect to any person means such person's spouse, ancestors, descendants, siblings, mothers-in-law, fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and any person who shares such person's home. (e) The Trustees shall vote all shares held hereunder to elect DBrennan as a director of the Company if DBrennan shall have been nominated for such position and shall vote all such shares against the removal of DBrennan as director if he shall then be so serving unless, in either case, (i) DBrennan shall 20

have been adjudicated an incompetent and a custodian or other representative has been appointed, (ii) DBrennan is unable to perform his duties as a director due to partial or total disability or incapacity resulting from a mental or physical illness, injury or any other health-related cause for a cumulative period of twenty-six (26) weeks during the one-year period ending on the date set for the relevant vote, or (iii) the acts or omissions of DBrennan with respect to the Company have been finally adjudicated to constitute willful misconduct or gross negligence. This paragraph shall not be applicable if the Trustees (at least one of whom is a DBrennan Family Trustee) shall unanimously (without regard to paragraph 11(c) above) agree. (f) The rights, powers, and privileges of the Trustees named hereunder (other than any such right, power and privilege granted specifically to a named individual under paragraph 11(c)) shall be possessed by the successor Trustees, with the same effect as though such successors had originally been parties to this Agreement. The word "Trustees", as used in this Agreement, means the Trustees or any successor Trustees acting hereunder, and shall include both the single and the plural number. 12. Term. (a) This Agreement shall continue in effect until December 31, 2080 (subject to extension as hereinafter set forth) but shall terminate at any time upon the first to occur of the following events: (1) the execution and acknowledgment by the Trustees (acting unanimously if more than one) of a deed 21

of termination (which may be as to all or any portion of the shares held hereunder), duly filed in the office of the Company; or (2) a merger or consolidation of the Company with another corporation or a sale or exchange of voting shares of the Company unless immediately after such merger, consolidation or sale or exchange more than fifty percent (50U of the voting stock of any of the following is held hereunder: (i) the Company, (ii) the surviving corporation in a merger or consolidation in which the Company does not survive, or (iii) in the case of an exchange of stock, the corporation the stock of which is acquired in exchange for voting shares of the Company; or (3) the liquidation or dissolution of the Company unless, immediately after such liquidation or dissolution, more than fifty percent (50%) of the voting stock of another corporation is held hereunder. (b) At any time within one (1) year prior to the expiration of this Agreement as theretofore extended, the holders of a majority of the voting trust certificates hereunder may, by agreement in writing and with the written consent of the Trustees, extend the duration of this Agreement for an additional period not exceeding ten (10) years. In the event of such extension, the Trustees shall, prior to the time of expiration as hereinabove provided, as originally fixed, or as theretofore extended, as the case may be, file in the principal office of the Company, a copy of such extension agreement, and of the consent thereto, and thereupon the duration of this Agreement shall be extended for the period fixed by such extension agreement, provided, however, that no such extension agreement 22

shall extend the term of this Agreement beyond the maximum period then permitted by applicable law or affect the rights, or obligations of persons not parties thereto. 13. Compensation and Reimbursement of Trustees. The Trustees shall serve without compensation, unless such compensation is authorized by a majority vote of the persons then holding voting trust certificates hereunder, but it is expressly agreed that the Trustees shall have the right to incur and pay such reasonable expenses and charges, to employ and pay such agents, attorneys, and counsel as the Trustees may deem necessary and proper with respect to the Trustees carrying out any of the Trustees' duties under this Agreement or interpreting or exercising any of the Trustees' powers under this Agreement. Any such expenses or charges incurred by and due to the Trustees paid by the Company, where the Company deems it appropriate to its interests, may be deducted pro rata from the dividends or other moneys or property received by the Trustees on the stock deposited hereunder. Nothing herein contained shall disqualify the Trustees or successor Trustees, or incapacitate any of them from serving the Company or any of its subsidiaries as officer or director, or in any other capacity, and in any such capacity receiving compensation. 14. Legend. All voting trust certificates issued pursuant to this Agreement shall be marked with the following legend: "This certificate and the shares represented hereby are held subject to the terms, covenants and conditions of an Amended and Restated Voting Trust Agreement dated as 23

of October 16, 2000 by and among the Company, certain of its Shareholders and John Brennan and Donald Brennan and such persons' successors in trust, as Voting Trustees." 15. Meetings of Holders. The Trustees shall have no duty to hold meetings of holders of voting trust certificates, but the Trustees shall be entitled to do so. Two (2) days written notice of every meeting of holders shall be given and such notice shall state the place, day, hour and purposes of such meeting, but any holder may waive such notice in writing, either before, during or after the meeting. No notice of any adjourned meeting need be given. Every such meeting shall be held at a place designated by the Trustees. The failure to hold meetings shall not in any manner or degree impair or reduce the authority of the Trustees hereunder. 16. Miscellaneous. (a) Indulgences, Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 24

(b) Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, notwithstanding any conflict-oflaws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. (c) Notice. (i) Unless otherwise in this Agreement specifically provided, any notice to or communication with the holders of the voting trust certificates hereunder shall be deemed to be sufficiently given or made if enclosed in postpaid wrappers (registered mail) addressed to such holders at their respective addresses appearing on the transfer books of the Trustee, and deposited in any post office or post office box, personally delivered with evidence of receipt or submitted to an overnight delivery service such as Federal Express or similarly recognized service and so addressed. The addresses of the holders of voting trust certificates, as shown on the transfer books of the Trustees, shall in all cases be deemed to be the addresses of voting trust certificate holders for all purposes under this Agreement, without regard to what other or different addresses the Trustees may have for any voting trust certificate holder on any other books or records of the Trustee. Every notice so given shall be effective, whether or not received; and the date of mailing shall be the date such notice is deemed given for all purposes. 25

(ii) Any notice of the Company hereunder shall be sufficient if enclosed in a postpaid wrapper and sent by registered mail, personally delivered with evidence of receipt, or submitted to Federal Express or similarly recognized service, to the Company addressed as follows: ICT Group, Inc. 800 Town Center Drive Langhorne, PA 19047 (iii) Except as otherwise provided herein, any notice to the Trustees hereunder may be enclosed in a postpaid wrapper and sent by registered mail, personally delivered with evidence of receipt, or submitted to Federal Express or similarly recognized service, to the Trustees, addressed to them at such addresses as may from time to time be furnished in writing to the Company by the Trustees, and if no such address has been so furnished by the Trustees, then to the Trustees in care of the Company. (iv) All distributions of cash, securities, or other property hereunder by the Trustees to the holders of voting trust certificates may be made, in the discretion of the Trustees, by mail (regular or registered mail, as the Trustees may deem advisable), in the same manner as hereinabove provided for the giving of notices to the holders of voting trust certificates. (d) Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, 26

including future holders of voting trust certificates, and their respective heirs, personal representatives, successors and assigns. No party may sell, assign, transfer or encumber such party's rights or obligations under this Agreement, the voting trust certificates or the shares represented thereby, without the prior written consent of the other parties hereto, except to the extent expressly permitted in this Agreement or the Shareholders' Agreement. Neither the death, disability nor incapacity of a holder of voting trust certificates shall in any way remove the shares from being held by the Trustees under this Agreement. (e) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. (f) Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein provided. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 27

(g) Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this agreement and shall not affect its interpretation. (h) Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. (i) Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period (including the effective date of a notice or other communication given hereunder) falls on a Saturday, Sunday or holiday on which federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday. IN WITNESS WHEREOF JBrennan and DBrennan, as Trustees and Shareholders, and the Company have signed and sealed this Amended and Restated Voting Trust Agreement.
Attest: ICT GROUP, INC.

____________________________ , Secretary

By:_______________________ John J. Brennan President

Witness:
____________________________ _______________________(SEAL) John J. Brennan, Trustee and Shareholder _______________________(SEAL) Donald P. Brennan, Trustee and Shareholder

____________________________

28

EXHIBIT A "No. VT-_________________ ______________________Shares ICT Group, Inc. A Pennsylvania Corporation Voting Trust Certificate for Capital Stock This certifies that _____________________________ or registered assigns is entitled to all the benefits arising from the deposit with and transfer to the Trustees under the Amended and Restated Voting Trust Agreement hereinafter mentioned, of certificates for shares of the capital stock of ICT Group, Inc, a Pennsylvania corporation (hereinafter called the "Company"), as provided in such Amended and Restated Voting Trust Agreement and subject to the terms thereof and to the Amended and Restated Shareholders' Agreement dated as of October 16, 2000. The registered holder hereof, or assigns, is entitled to receive payment, in the manner set forth in the Amended and Restated Voting Trust Agreement, equal to the amount of dividends, if any, received by the Trustees upon the number of shares of capital stock of the Company in respect of which this certificate is issued; provided, however, except to the extent provided above, that any dividends received by the Trustees in common or other stock of the Company having general voting powers shall be held by the Trustees under the Amended and Restated Voting Trust Agreement and shall be represented by voting trust

certificates issued in form similar hereto. Until the Trustees shall have delivered the shares of stock held under such Amended and Restated Voting Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Amended and Restated Voting Trust Agreement, the Trustees shall possess and shall be entitled to exercise all rights and powers of an absolute owner of such shares of stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the owner hereof, or such owner's assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of an Amended and Restated Voting Trust Agreement dated as of October 16, 2000, between the Company and John J. Brennan and Donald P. Brennan, and such persons' successors in trust (the "Amended and Restated Voting Trust Agreement"), and certain Shareholders of the Company (copies of which Amended and Restated Voting Trust Agreement, and of every agreement amending or supplementing the same, are on file in the principal office of ,the Company, and shall be open to the inspection of any Shareholder of the Company, daily during business hours); to all the provisions of which Amended and Restated Voting Trust Agreement the holder of this certificate, and such holder's heirs, personal representatives, successors and assigns, by acceptance hereof, assents and is bound as if such Amended and Restated Voting Trust Agreement had been signed by such person. 2

Subject to Sections 8, 9 and 12 of the Amended and Restated Voting Trust Agreement, in the event of the dissolution or total or partial liquidation of the Company, the moneys, securities or property received by the Trustees in respect of the shares of stock deposited under such Amended and Restated Voting Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown on the books of the Trustees. Except as otherwise provided in Sections 9 and 12 of the Amended and Restated Voting Trust Agreement, in the event that any dividend or distribution other than in cash or shares of common or other stock of the Company having general voting powers is received by the Trustees, the Trustees shall distribute the same ratably to the registered holders of voting trust certificates, on the date of such distribution, in accordance with the number of shares represented by their respective voting trust certificates. Share certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property representing such shares, shall be due and deliverable hereunder upon the termination of such Amended and Restated Voting Trust Agreement as provided therein. The Amended and Restated Voting Trust Agreement shall continue in full force and effect until December 31, 2080 (subject to extension as hereinafter set forth), unless terminated prior thereto in accordance with the provisions of the Amended and Restated Voting Trust Agreement. The Amended and Restated Voting Trust Agreement may be extended for successive ten-year periods or such shorter 3

periods as the parties may agree, as provided in Section 12 of the Amended and Restated Voting Trust Agreement. This certificate is transferable on the books of the Trustees at the office of the Company (or elsewhere as designated by the Trustees) by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustees and on surrender of this certificate properly endorsed, subject to compliance with all applicable state and federal securities laws. Title to this certificate when duly endorsed shall, to the extent permitted by law and the Shareholders' Agreement, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustees may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes whatsoever, and the Trustees shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustees. 4

The word "Trustees" as used in this certificate means the Trustees or the successor Trustees acting under such Amended and Restated Voting Trust Agreement. IN WITNESS WHEREOF, the Trustees have signed this certificate on _________________, 2000. John J. Brennan Donald P. Brennan (Form of Assignment): For value received _____________________ hereby assigns the within certificate, and all rights and interests represented thereby, to and appoints John J. Brennan and Donald P. Brennan, Voting Trustees, attorney to transfer this certificate on the books of the Trustees mentioned therein, with full power of substitution. Dated: In presence of: 5

Note: The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration, enlargement, or any change whatever. All endorsements, in the discretion of the Trustees, shall be guaranteed by a bank or trust company satisfactory to the Trustees." 6

ICT GROUP, INC. AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT This AGREEMENT dated as of October 16, 2000 between and among ICT GROUP, INC., a Pennsylvania Corporation (the "Company") and JOHN J. BRENNAN ("JBrennan") and DONALD P. BRENNAN ("DBrennan") (JBrennan and DBrennan are sometimes hereinafter together called the "Original Shareholders" and individually, an "Original Shareholder") and the persons listed on Exhibit A hereto (the Original Shareholders, together with such persons listed on Exhibit A and any other person or entity which may hereafter become a shareholder of the Company and which may hereafter become a party to this Agreement, are sometimes collectively called the "Shareholders" and individually, a "Shareholder"). INTRODUCTION The Company has authorized 40,000,000 shares of Common Stock, $.01 par value, of which 11,925,200 are outstanding (the "Voting Shares") and has authorized 5,000,000 shares of Preferred Stock, $.01 par value, of which no shares are currently outstanding.. The Shareholders presently own shares of the Company's Common Stock and may in the future own additional shares of the Company's capital stock. As of February 2, 1996, the date of the previous amendment and restatement of this Agreement, each of the Original Shareholders

owned both voting and non-voting shares of the Company. As of February 2, 1996, the Original Shareholders entered into a Voting Trust Agreement as Shareholders and Co-Trustees and each of them transferred all of his voting shares to the Voting Trust in exchange for Voting Trust Certificates (the voting shares transferred to the Voting Trust as of February 2, 1996 are herein referred to as "Original Voting Trust Shares" and all of the shares of the Company and the Voting Trust Certificates are herein collectively referred to as, whether now or hereafter held, the "Shares"). Pursuant to a subsequent recapitalization of the Company, each of the Original Shareholders acquired additional voting shares and transferred such additional voting shares to the Voting Trust pursuant to the terms of this Agreement as then in effect. As of the date hereof, DBrennan holds Voting Trust Certificates representing 2,250,000 Shares of Company stock (all of which are Original Voting Trust Shares) and JBrennan owns Voting Trust Certificates representing 4,096,500 Shares of Company stock (of which 2,250,000 are Original Voting Trust Shares). The Shareholders and the Company have agreed that it would be in their best interests to amend and restate their Shareholders' Agreement of April 13, 1987 as further amended and restated on February 2, 1996 in order to reflect in writing the restrictions on the transfer of the Shares and obligations relating to the disposition of the Shares which each will have to the other as follows: 2

NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound hereby, the Shareholders and the Company agree as follows: 1. Restrictions on Transfer and Issuance. (a) Restrictions on Shareholders. No Shareholder shall sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber ("Transfer"), in any way or manner whatsoever, whether voluntary or involuntary, any of the Shares now or hereafter owned (of record or beneficially) by him or her except as expressly provided in this Agreement and in accordance with its terms and conditions or, subject to subparagraph 2(d) hereof, in connection with a sale of Company stock pursuant to a registration statement filed under federal securities laws (a "Public Offering"). (b) Restrictions on the Company. (i) The Company shall not cause or permit the transfer of any Shares of the Company to be made on its books except to reflect (A) a transfer of Shares made pursuant to the terms of this Agreement or (B) subject to subparagraph 1(b)(iii) below, a sale of Shares of the Company pursuant to a Public Offering or (C) subject to subparagraph 1(b)(ii) below, a transfer of Shares duly issued by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying the exercise of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company. 3

(ii) Except to the extent provided in subparagraph 1(b)(iv) hereof, after the death of either Original Shareholder, the Company shall not do any of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action. 4

(iii) In the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as "the Selling Brennan Shareholders") to sell that fraction of the total number of registered Shares permitted to be sold by the Selling Brennan Shareholders in such Public Offering, the numerator of which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Brennan Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered. (iv) Subparagraph 1(b)(ii)(B) hereof shall not apply after a Public Offering of Company Stock to warrants, options or other rights to subscribe to or purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or other rights are issued upon the recommendation of the Compensation Committee of the Board of 5

Directors (and such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, an Original Shareholder will be deemed to be actively involved in the management of the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or a position of comparable status and responsibility) of the Company. (v) The Company shall not enter into any agreement relating to registration rights with respect to Company Shares that would result in registration rights with respect to Shares owned by DBrennan and his Permitted Donees being other than identical to registration rights with respect to Shares owned by JBrennan and his Permitted Donees. 2. Shareholder's Limited Right to Dispose of Shares. (a) Permitted Transfers. A Shareholder may transfer, sell, assign, donate, bequeath or otherwise dispose of Shares held by such Shareholder (or represented by a Voting Trust Certificate held by such Shareholder) to a Permitted Donee (any such transfer, sale, assignment, donation or other disposition is referred to herein as a "Transfer") provided that the Permitted Donee shall execute a Joinder to this Agreement (in the form attached hereto as Exhibit B) prior to or contemporaneously with the transfer of the Shares or the Voting Trust Certificate or Certificates representing such Shares and agree to be bound thereafter by all of the terms and provisions of this Agreement. (b) Permitted Donee Defined. 6

(i) Permitted Donees of Original Shareholders. With respect to an Original Shareholder, a Permitted Donee is any of (A) the wife and descendants of such Original Shareholder and (B) a trust of which any of the Original Shareholders and persons described in the preceding clause (A) are the sole beneficiaries (such Permitted Donees are referred to herein from time to time as the context requires as "DBrennan Permitted Donees" or "JBrennan Permitted Donees"). (ii) Permitted Donees of Other Shareholders. With respect to a Shareholder other than an Original Shareholder, a Permitted Donee is any of (A) the Original Shareholder who is the ancestor of such Shareholder (or the ancestor of the beneficiary or beneficiaries of such Shareholder if the Shareholder is a Trust), (B) the wife and descendants of such Original Shareholder, (C) the descendants of such Shareholder and (D) a trust of which any of the persons referred to in the preceding clauses (A),(B) and (C) are the sole beneficiaries. (c) Limited Right to Sell Shares to Third Parties. (i) Bona Fide Offer to Purchase Shares. If any Shareholder shall at any time during his lifetime desire to sell all or any of his Shares to any person other than a Permitted Donee of such Shareholder, such Shareholder (hereinafter sometimes called the "Selling Shareholder") shall obtain a bona fide written offer which he desires to accept (hereinafter called the "Offer") to purchase Shares owned by such Shareholder for a fixed cash price 7

(which may be payable over time). Any such Offer may be with respect to all, or less than all, of such Selling Shareholder's Shares provided that any such Offer with respect to Original Voting Trust Shares held in the Voting Trust for the benefit of JBrennan or a JBrennan Permitted Donee (or Voting Trust Certificates representing any such shares) must also include an offer to purchase an equal number of Original Voting Trust Shares then held in the Voting Trust for the benefit of DBrennan and DBrennan Permitted Donees (or Voting Trust Certificates representing such shares) (such shares herein referred to as the "DBrennan Tag Along Shares") at the same price and on the same terms. Each of DBrennan and the DBrennan Permitted Donees who holds one or more Voting Trust Certificates as of the date of the offer shall be deemed to be the offeree (and may accept or reject such offer in his, her, their or its sole discretion) with respect to that number of DBrennan Tag Along Shares determined by multiplying the aggregate number of DBrennan Tag Along Shares by a fraction, the numerator of which is the number of Original Voting Trust Shares then held in the Voting Trust beneficially owned by such offeree and the denominator of which is the aggregate number of Original Voting Trust Shares then held in the Voting Trust beneficially owned by DBrennan and all DBrennan Permitted Donees. An offer to purchase DBrennan Tag Along Shares shall not be subject to this paragraph 2(c). The Offer shall set forth its date, the proposed price per Share, and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the prospective purchaser. "Prospective Purchaser" as used herein 8

shall mean the prospective record owner or owners of the Shares subject of the Offer and all other persons and entities proposed to have a beneficial interest in such Shares. The Selling Shareholder shall transmit copies of the Offer to the Company and to the other Shareholders ("Offeree Shareholders") within seven (7) days after his or her receipt of the Offer. (ii) Options of the Offeree Shareholders. Transmittal of the Offer to the Offeree Shareholders by the Selling Shareholder shall constitute an offer by the Selling Shareholder to sell all, but not less than all, of his or her Shares as to which the Offer is made to the Offeree Shareholders at the price and upon the terms set forth in Paragraph 4. For a period of sixty (60) days after the submission of the Offer to the Offeree Shareholders, the Offeree Shareholders shall have the option, exercisable by written notice to the Selling Shareholder with a copy to each of the other Shareholders and to the Company, to accept the Selling Shareholder's offer. Each Offeree Shareholder who shall exercise this option shall agree, by doing so, to purchase that proportionate part of the Selling Shareholder's remaining Shares which the number of Shares owned by such Offeree Shareholder bears to the total number of Shares owned by all Offeree Shareholders (or in such proportions as the Offeree Shareholders may agree among themselves). (iii) Further Options of Offeree Shareholders. In the event that one (1) or more of the Offeree Shareholders does not exercise his or her option in accordance with subparagraph 2(c)(ii), the Offeree Shareholders who 9

exercised their options pursuant to subparagraph 2(c)(ii) shall have further options for a period of thirty (30) additional days following expiration of the sixty-day period set forth in subparagraph 2(c)(ii) to accept the Selling Shareholder's offer as to the Selling Shareholder's then remaining Shares, and each such Offeree Shareholder who shall exercise this further option shall agree, by doing so, to purchase that proportionate part of the Selling Shareholder's then remaining Shares which the number of Shares owned by such Offeree Shareholder bears to the total number of Shares owned by all of the Offeree Shareholders exercising their option pursuant to this subparagraph 2(c)(iii) (or in such other proportions as such Offeree Shareholders may agree among themselves). (iv) Option of Company. In the event that the Offeree Shareholders do not exercise their options with respect to all of the Shares in accordance with subparagraphs 2(c)(ii) or 2(c)(iii), the Selling Shareholder shall, upon notice from the Offeree Shareholders of their decision not to accept the Selling Shareholder's offer as to all of the Shares, or upon expiration of the sixty-day option period referred to in subparagraph 2(c)(ii) if all Offeree Shareholders fail to give notice or exercise their options as aforesaid, or at the end of the cumulative ninety (90) day options periods described in subparagraphs 2(c)(ii) and 2(c)(iii) if any Offeree Shareholder exercised his option pursuant to 2(c)(ii), be deemed to have offered in writing to sell all, but not less than all, of his remaining Shares as to which the Offer relates (those not to be sold to the Offeree Shareholders) to the Company at the price and upon the terms set forth in 10

Paragraph 4 at which time the Company shall have the option for a period of thirty (30) days, exercisable by written notice to the Selling Shareholder with a copy to the Offeree Shareholders, to accept the Selling Shareholder's Offer as to the Selling Shareholder's remaining Shares. (v) Acceptance of the Bona Fide Offer. If, at the end of the option periods described in subparagraphs 2(c)(ii) through 2(c)(iv), options have not been exercised by the Offeree Shareholders and/or the Company to purchase all of the Selling Shareholder's Shares as to which the Offer relates, then any options so exercised shall be null and void and the Selling Shareholder shall be free for a period of forty (40) days thereafter to sell all, but not less than all, of his or her Shares as to which the Offer relates to the prospective purchaser at the price and upon the terms and conditions set forth in the Offer. If such Shares are not so sold within the aforesaid forty-day period, the Selling Shareholder shall not be permitted to sell such Shares without again complying with this Paragraph 2. (d) Special Rules Relating to Shares Held in Voting Trust. (i) Except as otherwise provided herein, no Shareholder shall, without the unanimous consent of the Voting Trust Trustees, Transfer any Original Voting Trust Shares or Voting Trust Certificates representing such Original Voting Trust Shares other than (A) to a Permitted Donee of such Shareholder, (B) pursuant to subparagraph 2(d)(iii) hereof or (C) pursuant to paragraph 3 hereof; provided, however, that JBrennan may sell Original Voting Trust Shares pursuant to subparagraph 2(c) without the consent of 11

the Voting Trustees and, in the case of such a sale, DBrennan and/or DBrennan Permitted Donees may sell Original Voting Trust Shares which are DBrennan Tag Along Shares as defined in such subparagraph 2(c) without the consent of the Voting Trust Trustees. (ii) Any transfer by any Shareholder of an interest in the Original Voting Trust Shares to an Original Shareholder, a permitted Donee of an Original Shareholder or the Company which is permitted under the terms of this Agreement while such Shares continue to be held in the Voting Trust shall be accomplished and documented solely by a transfer of the Voting Trust Certificate(s) representing such Original Voting Trust Shares and such Shares shall continue to be held in the Voting Trust in accordance with the terms of this Agreement and of the Voting Trust. A sale of Original Voting Trust Shares made in accordance with the provisions of this Agreement to a purchaser other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company shall entitle such purchaser to take title to such Shares free of the Voting Trust. (iii) If the value of any Shares (including Shares represented by Voting Trust Certificates) is includible in the taxable estate of DBrennan, DBrennan's wife, JBrennan or JBrennan's wife, for purposes of the determination of any estate, inheritance or other death taxes, the executor of such individual's Will (or other fiduciary or person who is the registered owner of the Shares or Voting Trust Certificates representing such Shares and who is primarily 12

responsible for the payment of or reimbursement for such taxes imposed with respect to such Shares) may sell a sufficient number of such Shares to pay or reimburse for such taxes (taking into account any income taxes which may become payable by reason of such sale). Any such sale shall be made subject to the provisions of subparagraph 2(c) hereof, but without any requirement that an Offer to purchase Original Voting Trust Shares includible in the taxable estate of JBrennan or JBrennan's wife must also include an offer to purchase shares (or Voting Trust Certificates) of any other Shareholder. Shares sold pursuant to this subparagraph shall be Shares other than Original Voting Trust Shares to the maximum extent possible. For purposes of this subparagraph, the amount of any estate, inheritance or other death tax imposed with respect to Shares includible in the taxable estate of DBrennan, DBrennan's wife, JBrennan or JBrennan's wife shall be the excess of the amount of such tax, and the interest and penalties thereon, actually paid over the amount of such tax, and interest and penalties thereon, which would have been payable if such Shares were not included in the taxable estate and if any deduction allowed in respect thereof had not been allowed. (e) Shares of Controlled Corporation. This paragraph 2 shall apply to shares of any corporation other than the Company of which more than 50% of the voting stock (i) was acquired in a merger or consolidation with the Company, by a sale of Company assets or in one or more exchanges for Company stock and (ii) is held in the aggregate by any combination of the Original 13

Shareholders, their Permitted Donees and the Company (hereinafter referred to as a "Controlled Corporation") as if such shares were shares of the Company. 3. Transfer by Operation of Law; Entry of Divorce Decree. (a) The parties agree that the interests of the Company and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares (including Shares owned by a Permitted Donee) by any legal or equitable proceedings against such Shareholder. Accordingly, it is hereby covenanted and agreed that in the event that: (i) any Shareholder shall be adjudicated a bankrupt; (ii) bankruptcy, insolvency, reorganization, arrangement, debt adjustment, liquidation or receivership proceedings in which any Shareholder is alleged to be insolvent or unable to pay his debts as they mature, are instituted by or against such Shareholder and, if instituted against such Shareholder, such Shareholder shall consent thereto or admit in writing the material allegations of the petitions filed in said proceedings; (iii) there is an entry of a decree or order for relief by a court having jurisdiction in the premises in respect of any Shareholder in an involuntary case under the Federal bankruptcy laws against any Shareholder or any Shareholder commences a voluntary case under such laws; (iv) any of the Shares of any Shareholder are attached; (v) any judgment is obtained in any legal or equitable proceeding against any Shareholder and the sale of any of his Shares is threatened under legal process as a result of such judgment; or (vi) any execution process is issued against any Shareholder's Shares, then and in any such event, the other Shareholders and the Company shall have options to 14

purchase such Shareholder's Shares in accordance with the provisions of subparagraphs 2(c)(ii) through 2(c)(iv) in the same manner as if the other Shareholders and the Company had received notice of an Offer under subparagraphs 2(c)(ii) through 2(c)(iv) on the date that the Company receives notice of an event described above. The price and terms of purchase pursuant to the exercise of options granted in this Paragraph 3 shall be those set forth in subparagraph 4(b). (b) Upon the entry of a decree or judgment of divorce or dissolution, or the execution of a separate maintenance, property settlement or separation agreement which involves the sale or transfer of all or a portion of a Shareholder's Shares (including Shares previously transferred pursuant to Paragraph 2), then and in such event, the other Shareholders and the Company shall have options to purchase such Shareholder's Shares that are subject to sale or transfer under such decree, judgement or agreement in accordance with the provisions of subparagraphs 2(c)(ii) through 2(c)(iv) in the same manner as if the other Shareholders and the Company had received notice of an Offer under subparagraphs 2(c)(ii) through 2(c)(iv) on the date that the Company receives notice of an event described above. The price and terms of purchase pursuant to the exercise of options granted in this Paragraph 3 shall be those set forth in subparagraph 4(b). (c) This paragraph 3 shall apply to shares of a Controlled Corporation as defined in subparagraph 2(e) hereof. 15

4. Purchase Price and Terms; Settlement. (a) Settlement for the purchase of Shares by the Company or by a Shareholder pursuant to the options granted in subparagraphs 2(c)(ii) through 2(c)(iv) shall be made within sixty (60) days following the date of exercise of the last option exercised. If the Selling Shareholder is selling pursuant to a bona fide written offer, the purchase price per Share and the terms of payment shall be the price per Share contained in the Offer referred to in subparagraph 2(c)(i), payable upon the terms of payment contained in the Offer. With respect to the election of a purchaser to purchase Shares at the price and upon the terms of payment contained in the Offer, "terms of payment" shall mean the times of payments of principal and interest subsequent to settlement, the interest rate with respect to the deferred purchase price, and any collateral security for the payment of deferred purchase price; the purchaser shall not be obligated to provide any equivalent with respect to escrow provisions or other terms of the Offer. Any collateral security to be provided by the purchaser need not be of the same character as the collateral security provided for in the Offer if such collateral security is unique, but shall reasonably approximate the value of the collateral security provided for in the Offer; provided, however, that the collateral security to be provided by a purchaser need not under any circumstances exceed in value by more than ten percent (10%) the amount of principal payable subsequent to settlement. (b) Settlement for the purchase of Shares by the Company or by a Shareholder pursuant to the options granted in Paragraph 3 shall be within 16

sixty (60) days following the date of exercise of the last option exercised. The purchase price per share and the terms of payment shall be the Fair Market Value of such Shares (as determined by and defined in subparagraph 4(c)) payable in twenty (20) successive equal quarter-annual installments of principal commencing on the settlement date, together with quarter-annual payments of interest on the unpaid principal balance at the Interest Rate (as defined in Paragraph 8). (c) Fair Market Value; Appraiser. For purposes of this Agreement, as of any date, the Fair Market Value of a Share shall be the value of the entire Company as of such date divided by the number of outstanding Shares as of such date. The value of the Company shall be determined by an independent appraiser experienced in valuing closely-held businesses similar to the Company's business employing a methodology substantially similar to that methodology employed by Gabriel Nagy in an appraisal dated March 17, 1995 (valuing the Company as of February 28, 1995) and attached hereto as Exhibit C. The independent appraiser shall be chosen by the Selling Shareholder from a list of three such appraisers supplied to the Selling Shareholder by the Company. The decision of the independent appraiser chosen by the Selling Shareholder pursuant to this Section shall be binding on all the parties to this Agreement. The cost of such appraisal shall be paid by the Company. (d) All settlements for the purchase and sale of Shares pursuant to the options granted in subparagraphs 2(c)(ii) through 2(c)(iv) and pursuant to Paragraph 3 shall, unless otherwise agreed to by all of the Prospective Purchasers 17

and Selling Shareholders, be held at the principal executive offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Prospective Purchaser or Purchasers (within the time limits allowed by the provisions of this Agreement) by notice in writing to the Selling Shareholder(s) given at least five (5) days in advance of the settlement date specified. In the event that the Prospective Purchaser(s) or Selling Shareholder(s) involved in a settlement cannot agree on a precise time of settlement, the precise time of settlement (within the time limits allowed by the provisions of this Agreement) shall be fixed by the President of the Company by five (5) or more days' written notice to the Prospective Purchasers and Selling Shareholders. 5. Purchase of DBrennan's Shares Upon His Death. (a) Purchase by JBrennan or JBrennan Permitted Donee. Beginning on the date of death of DBrennan and ending on the date which is one hundred and eighty (180) days after DBrennan's date of death, JBrennan (only if he is then living) shall have the option to purchase the Shares held directly or indirectly by DBrennan's estate or any DBrennan Permitted Donee (collectively, "DBrennan's Shareholders"), any such purchase to be on the terms and conditions set forth herein. JBrennan may assign all or any portion of the option hereunder to a JBrennan Permitted Donee, provided that any such assigned option may be exercised only during the lifetime of JBrennan (any of JBrennan or a JBrennan Permitted Donee who purchases Shares pursuant to this Paragraph 5 is hereinafter referred to as a "JBrennan Purchaser" and any DBrennan Shareholder who sells 18

Shares pursuant to this paragraph 5 is hereinafter referred to as a "DBrennan Seller"). The purchase price of any Shares purchased pursuant to this subparagraph 5(a) shall be the Fair Market Value of such Shares (as determined pursuant to subparagraph 4(c)) as of the date the JBrennan Purchaser delivers written notice to each DBrennan Shareholder that such JBrennan Purchaser is exercising the option hereunder (any such purchase and sale pursuant to this subparagraph 5(a) is hereinafter referred to as an "Estate Sale"). Any purchase pursuant to this subparagraph 5(a) shall be made from each DBrennan Shareholder in proportion to such DBrennan Shareholder's percentage ownership of the total number of Shares owned by all DBrennan Shareholders immediately prior to such purchase. (b) [intentionally left blank] (c) Deferred Consideration. (i) Obligation to Pay Deferred Consideration. Upon the occurrence of a Realization Event within five (5) years following an Estate Sale, an amount determined hereunder, if any, shall be payable as deferred consideration ("Deferred Consideration") to each DBrennan Seller in such Estate Sale on such terms and conditions as hereinafter set forth. No Deferred Consideration shall be payable with respect to a Realization Event that occurs more than five (5) years after an Estate Sale. (ii) Realization Event Defined. For purposes of this subparagraph (c), a Realization Event shall mean (A) the agreement to sell all or 19

substantially all of the assets of the Company (an "Asset Sale") if such sale is consummated, (B) the agreement by JBrennan and/or his Permitted Donees to sell, directly or indirectly, collectively seventy-five percent (75%) or more of the Company stock owned by all such persons (a "Stock Sale") (including by merger or other disposition for consideration) if such sale is consummated, or (C) receipt by the Company or the Shareholders of the proceeds from a sale of the Company's common stock pursuant to a Public Offering. (iii) Amount of Deferred Consideration. The Deferred Consideration payable in connection with a Realization Event shall be an amount equal to a percentage of the excess, if any, of (A) the DBrennan Seller's Constructive Interest in the Realization Event over (B) the face value of consideration received by such DBrennan Seller in the related Estate Sale (or, in the case of a second or subsequent Public Offering, the sum of the consideration received by such DBrennan Seller in such Estate Sale and all Deferred Consideration subsequently received by such DBrennan Seller with respect to such Estate Sale). The percentage referred to in the preceding sentence shall be one hundred percent (100%) if the Realization Event occurs within three (3) years after such Estate Sale, seventy-five percent (75%) if the Realization Event occurs within the fourth year following such Estate Sale and fifty percent (50%) if such Realization Event occurs within the fifth year following such Estate Sale. (iv) Constructive Interest in Realization Event. For purposes of subparagraph (c)(iii), a DBrennan Seller's Constructive Interest in 20

a Realization Event with respect to an Estate Sale shall be the percentage of the Company's stock sold by such DBrennan Seller in such Estate Sale (adjusted to take account of any Shares sold by the Company in a Public Offering after such Estate Sale) multiplied by the total value of the Company as of the date of such Realization Event determined as follow: (A) Asset Sale. The value of the Company at the time of an Asset Sale shall be the purchase price paid for the assets sold plus the book value of the remaining assets of the Company as of the end of the calendar month immediately preceding the sale less any fixed liabilities as shown on the books of the Company as of the date of the Asset Sale and the potential cost to the Company of its contingent liabilities as of the date of the Asset Sale as then determined by the Board of Directors of the Company in good faith. If the purchase price paid for such assets includes any non-cash consideration, the fair market value of such consideration shall be determined by an appraiser selected pursuant to subparagraph 4(c) and the cost of such appraisal shall be borne by the Company. (B) Stock Sale. The value of the Company at the time of a Stock Sale shall be the price per share paid for the shares multiplied by the number of shares of common stock of the Company then outstanding. If the purchase price paid for such common stock includes any non-cash consideration, the fair market value of such consideration shall be determined by 21

an appraiser selected pursuant to subparagraph 4(c) and the cost of such appraisal shall be borne by persons selling the common stock. (C) Public Offering. The value of the Company at the time of a Public Offering shall be (a) the price per share at which the Shares are sold at the closing of the Public Offering less any allocable brokers' or underwriters' commissions per share multiplied by (b) the number of common stock shares outstanding immediately after the closing of the Public Offering. (d) Purchase of Shares and Payment of Deferred Consideration. (i) Settlement. Settlement for purchase of Shares under this Paragraph 5 shall be made within thirty (30) days after the date on which the JBrennan Purchaser gives written notice to all DBrennan Shareholders that such JBrennan Purchaser is exercising the option to purchase under subparagraph 5(a). Any such settlement shall, unless otherwise agreed to by all the parties, be held at the principal executive offices of the Company during regular business hours. The precise date and hour shall be fixed by JBrennan, within the time limits allowed by the provisions of this Agreement, by notice in writing to each DBrennan Shareholder given at least five (5) days in advance of the settlement date specified. (ii) Transfer of Stock Certificates. At any settlement pursuant to this Agreement, the stock certificate or certificates representing the Shares being sold shall be delivered by the DBrennan Seller to the JBrennan Purchaser, duly endorsed for transfer or with executed stock powers attached, with 22

any necessary documentary and transfer tax stamps affixed by the DBrennan Seller. If the transfer is pursuant to this Paragraph 5, the personal representatives of DBrennan's estate shall, upon request of a JBrennan purchaser, provide prior to the date of settlement, evidence reasonably satisfactory to such JBrennan Purchaser of the seller's legal status as such personal representatives. (iii) Payment of Purchase Price. (A) Issuance of Promissory Note. Each JBrennan Purchaser of Shares shall pay the cash portion, if any, of the purchase price at settlement. In addition, each JBrennan Purchaser shall issue a promissory note, in the form attached hereto as Exhibit D to the DBrennan Seller whereby such JBrennan Purchaser agrees (A) to pay the unpaid portion, if any, of the purchase price, such amount to bear interest at the Interest Rate (as defined in Paragraph 8) and to be paid over ten (10) years in equal annual installments, provided that all amounts payable under the promissory note shall become immediately due and payable on the settlement of a cash sale of stock (including a Public Offering) or assets described in subparagraph 5(c)(ii) if Deferred Consideration with respect to the Shares purchased with such promissory note becomes payable in cash as a result of such sale and (B) to pay any Deferred Consideration payable with respect to such Shares pursuant to subparagraph 5(c) above, and except to the extent such Deferred Consideration is paid or required to be paid in cash, Shares or other property as provided herein, to execute a separate promissory note with respect to such Deferred Consideration within thirty (30) 23

days of the Realization Event which causes such Deferred Consideration to become payable, pursuant to which the Deferred Consideration shall bear interest at the Interest Rate (as defined in Paragraph 8) and be payable over ten (10) years in equal annual installments. (B) Security for Promissory Notes. The promissory note (including the obligation to pay Deferred Consideration with respect to the purchased Shares) shall be a personal obligation of the JBrennan Purchaser which issues such promissory note and, in the case of a promissory note issued by any person or entity other than JBrennan, shall be personally guaranteed by JBrennan if he is living at the time such promissory note is issued. In addition, each JBrennan Purchaser shall pledge the purchased Shares as security for the obligations under such promissory note and any promissory note subsequently issued with respect to Deferred Consideration. (iv) Payment of Deferred Consideration. (A) Realization Event Other Than Public Offering by Company. If Deferred Consideration becomes payable by reason of a Realization Event other than a sale of stock by the Company pursuant to a Public Offering, such Deferred Consideration shall be payable within thirty (30) days of such Realization Event in cash provided that if any portion of the consideration received in the Realization Event was property other than cash the Deferred Consideration shall be paid in cash or in cash and such other property in the same proportions as the same were paid in such Realization Event. 24

(B) Public Offering by Company. If Deferred Consideration becomes payable by reason of a sale of stock by the Company pursuant to a Public Offering, such Deferred Consideration shall be payable within thirty (30) days of the closing of such Public Offering by cash, promissory note, Shares or any combination thereof as the JBrennan Purchaser shall determine, subject to the following limitations: (I) Shares applied to the payment of Deferred Consideration must have identical rights (including registration rights) as those retained by the JBrennan Purchaser; (II) Shares applied to the payment of Deferred Consideration shall be valued at the same per share value used in determining the amount of Deferred Consideration payable; (III) Shares may not be applied to the payment of Deferred Consideration if, immediately after such Public Offering, more than seventy-five percent (75%) of the outstanding stock of the Company is held by persons other than Original Shareholders and Permitted Donees of Original Shareholders; and (IV) Any promissory note issued in payment of Deferred Consideration shall be upon the same terms and conditions set forth in subparagraph 5(d)(iii) (other than those specifically applicable to Deferred Consideration but including those relating to the security for such promissory notes). 25

(C) Contingent Obligation of Transferee to Pay Deferred Consideration. In the event that a JBrennan Purchaser shall have died or ceased to exist prior to the time Deferred Consideration becomes payable with respect to the purchased Shares, the transferee of such Shares shall pay such Deferred Consideration with respect to such Shares and, except to the extent such Deferred Consideration is payable in cash pursuant to subparagraph 5(d) (iv)(A) or such transferee pays such Deferred Consideration with Shares in accordance with subparagraph 5(d) (iv)(B), shall execute a promissory note for such Deferred Consideration and pledge such Shares as security, all on the terms as set forth in subparagraph 5(d)(iii). 6. Voting Trust. The Original Shareholders have previously transferred their Voting Shares in the Company to a voting trust (the "Voting Trust") created under Agreement dated February 2, 1996 and amended and restated as of even date herewith entered into by JBrennan and DBrennan as Shareholders and Trustees, a copy of which is attached hereto as Exhibit E. Except to the extent otherwise provided herein, the Original Voting Trust Shares now held in the Voting Trust shall not be removed from the Voting Trust except in accordance with its terms. 7. Transfer not in Accord with this Agreement. The Company will not, nor be compelled to, recognize any transfer made other than in accordance with the terms of this Agreement; and Company will not, nor be compelled to, issue any certificate representing any Shares to any person who has received such 26

Shares in a transfer made other than in accordance with the terms of this Agreement or one of such similar agreements. 8. Interest Rate. (a) For purposes of this Agreement, "Interest Rate" shall mean the minimum rate for payments of interest that is required pursuant to the Internal Revenue Code of 1986, as amended (the "Code") (or any successor statute) or regulations thereunder, and/or any provision of an Act of Congress which does not become part of the Code, in order that (i) there be adequate stated interest for purposes of Section 1274 of the Code and/or (ii) no part of the principal payments provided hereunder be treated as interest by virtue of the application of any section of the Code (or any successor statute) or regulations thereunder, and/or the application of any applicable Act of Congress which does not become part of the Code; provided, however, that if such rate exceeds the highest legal rate permitted by applicable law (the "Maximum Legal Rate") then the Interest Rate shall be reduced to the Maximum Legal Rate. (b) Notwithstanding the foregoing, the parties agree that, for Federal income tax purposes, each payment of principal shall be treated by the parties to this Agreement as interest rather than as principal to the minimum extent necessary under the Internal Revenue Code of 1986, as amended, (the "Code") (or any successor statute) or regulations thereunder, and/or any provision of an Act of Congress which does not become part of the Code, in order that (i) there be adequate stated interest for purposes of Section 1274 of the Code and/or 27

(ii) no other part of the principal payments provided hereunder be treated as interest by virtue of the application of any section of the Code (or any successor statute) or regulations thereunder, and/or the application of any applicable Act of Congress which does not become part of the Code. 9. Tax Matters. (a) Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Shareholder on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Shareholder for all purposes, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Shareholder, the excess shall constitute a full recourse loan from the Company to such Shareholder (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Shareholder, and to any transferee of such Shareholder's Shares, by applying the amount of any such distribution first to the payment of 28

any unpaid interest on all Tax Payment Loans of such Shareholder and then to the repayment of the principal of all Tax Payment Loans of such Shareholder. The Board of Directors shall have the authority to take all actions necessary at law or in equity to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this subparagraph. (b) Death of Shareholder. To the extent that Shares of a Shareholder are to be sold upon the Shareholder's death pursuant to the provisions of this Agreement, the sale will be assumed to have been effective automatically immediately after the Shareholder's death, and the date of settlement with respect to such sale will be deemed to have been the date of the Shareholder's death for all purposes including for the calculation of interest on any balance of purchase price unpaid at settlement. From and after the effective date of the sale pursuant to the immediately preceding sentence, the estate or other successor-in-interest to the decedent Shareholder shall have no right to vote the Shares sold and shall not be entitled to any distributions from the Company with respect to such Shares. (c) Tax Controversies. The Company and the Shareholders agree that, pursuant to Section 6244 of the Code, unless and until Shareholders owning shares representing a majority of the issued and outstanding voting shares of Common Stock of the Company agree to the contrary, JBrennan shall serve as the "tax matters person" for the Company. The cost of contesting any challenge to a tax return of the Company by the Internal Revenue Service, or a state or local 29

administrative agency, in any forum, judicial or administrative, shall be borne by the Company. (d) Tax Elections. Upon receipt of a request from the majority of the Shareholders, the Shareholders agree to make or consent to such tax elections or adjustments as such majority of the Shareholders deems to be in the Company's interest and the interest of its Shareholders as a group. 10. Endorsement on Stock Certificates. Each certificate representing any of the Shares now held by a Shareholder or any Shares hereafter held by a Shareholder will bear a legend in substantially the following form: "THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED APRIL 13, 1987 AS AMENDED AND RESTATED ON FEBRUARY 2, 1996, AND AS FURTHER AMENDED AND RESTATED ON OCTOBER 16, 2000 A COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE OFFICE OF THE COMPANY." The Company shall issue replacement stock certificates with the foregoing legend to all Shareholders. 11. Liquidation of Corporation; Public Offering. Notwithstanding any other provision of this Agreement, if at any time there is (i) a sale or exchange of all, or substantially all, of the Company's assets to be followed by liquidation of the Company, (ii) the voluntary dissolution of the Company, or (iii) any sale of stock (including in a Public Offering) after which ninety percent (90%) or more of the Company's common stock is owned by Persons other than Original 30

Shareholders and Permitted Donees of Original Shareholders, this Agreement shall terminate except with respect to the provisions of Paragraph 5 relating to Estate Sales prior to such termination and Paragraphs 2, 3 and 4 with respect to the stock of any Controlled Corporation as defined in paragraph 2(e) hereof. 12. Notices. Any and all notices, designations, consents, offers, acceptances or any other communications provided for herein will be given in writing by registered or certified mail, return receipt requested, which will be addressed, in the case of the Company, to its principal office and in the case of the Shareholders, to the address thereof appearing on the records of the Company or the residence thereof or to such other address as may be designated by any such Shareholder in writing to the Company and the other Shareholders. 13. Rights, Obligations and Remedies. The rights and obligations under, and the remedies to enforce, this Agreement are joint and several as to the Company and each of its Shareholders with each being completely free to enforce any or all of the rights or obligations under this Agreement against any of the others with or without the concurrence or joinder of any of the others. The Shares are unique, and recognizing that the remedy at law for any breach or threatened breach by a party hereto of the covenants and agreements set forth in this Agreement would be inadequate and that any such breach or threatened breach would cause such immediate and permanent damage as would be irreparable and the exact amount of which would be impossible to ascertain, the parties hereto agree that in the event of any breach or threatened breach of any such covenant or 31

agreement, in addition to any and all other legal and equitable remedies which may be available, any party hereto may specifically enforce the terms of this Agreement and may obtain temporary and/or permanent injunctive relief without the necessity of proving actual damage by reason of any breach or threatened breach hereof and, to the extent permissible under the applicable statutes and rules of procedure, a temporary injunction may be granted immediately upon the commencement of any such suit and without notice. 14. Subsequent Shareholders to Become Bound. Any person or entity not an original signatory hereto who becomes a Shareholder (other than a purchaser in a Public Offering or a purchaser of more than fifty percent (50%) of the Shares of the Company) shall be bound by all of the terms and provisions of, and shall be entitled to all the benefits and privileges of this Agreement. Before any person or entity not a party to this Agreement, including any person or entity to whom transfers of Shares may be made hereunder, may be entitled to be a shareholder of the Company, such person or entity shall be required first to execute and deliver to the Company an agreement pursuant to which such person or entity agrees to be bound by all of the terms and conditions of this Agreement (as it may have then been amended) thereby becoming a Shareholder, and the failure of any such person or entity so to do shall preclude such person or entity from becoming a shareholder of the Company. 15. Entire Agreement; Amendment, Modification and Termination. This Agreement contains the entire understanding among the parties hereto with 32

respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may be amended, modified or terminated at any time or times by the unanimous agreement in writing of the Company and its then Shareholders. No such amendment, modification or termination shall affect the right of any person or entity to receive, or the obligation of any person or entity to pay, on the terms and conditions of this Agreement, the purchase price (including any Deferred Consideration) for Shares sold pursuant to this Agreement prior to such amendment, modification or termination, or the right or obligation of any person or entity to sell or purchase Shares, on the terms and conditions of this Agreement, if the event giving rise to such right or obligation to sell or purchase Shares has in fact taken place prior to such amendment, modification or termination. 16. Miscellaneous. (a) Indulgences, Etc. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence 33

be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. (b) Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. (c) Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other parties hereto. (d) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one (1) or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. 34

(e) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. (f) Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. (g) Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. (h) Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which Federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday. 35

(i) Exhibits. All Exhibits attached hereto are hereby incorporated by reference into, and made a part of, this Agreement. IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer and its corporate seal affixed hereto, and the Shareholders have signed this Agreement as of the date first above written. Attest: ICT GROUP, INC.
-----------------------------------, Secretary -----------------------------John J. Brennan, President

-----------------------------------Witness

-----------------------------Donald P. Brennan, as an Original Shareholder, a Trustee of the Voting Trust and a Trustee of the Trusts listed on Exhibit A hereto of which he is designated thereon as a Co-Trustee

-----------------------------------Witness

-----------------------------John J. Brennan, as an Original Shareholder and Trustee of the Voting Trust

36

-----------------------------------Witness

-----------------------------Eileen Brennan Oakley, as Trustee of the Trusts listed on Exhibit A hereto of which she is designated thereon as a Co-Trustee

-----------------------------------Witness

-----------------------------William T. Stevens, Jr., as Trustee of the Trusts listed on Exhibit A hereto of which he is designated thereon as Trustee

37

JOINDER OF SPOUSE The undersigned PATRICIA A. BRENNAN, wife of DONALD P. BRENNAN, hereby acknowledges that she has read and approved the foregoing Shareholders Agreement and she does hereby consent and agree to be bound by its restrictions, terms and conditions. Witness: _____________________ _________________________(SEAL) Patricia A. Brennan 38

JOINDER OF SPOUSE The undersigned JEAN M. BRENNAN, wife of JOHN J. BRENNAN, hereby acknowledges that she has read and approved the foregoing Shareholders Agreement and she does hereby consent and agree to be bound by its restrictions, terms and conditions. Witness: _____________________ _________________________(SEAL) Jean M. Brennan 39

EXHIBIT A SHAREHOLDER PARTIES TO THE SHAREHOLDERS AGREEMENT OTHER THAN ORIGINAL SHAREHOLDERS (1) William T. Stevens, Jr., as Trustee of the separate trusts under The John J. Brennan Indenture of Trust for Children dated February 29, 1996 for the benefit of Jennifer K. Brennan, John J. Brennan, Jr., Kristen M. Brennan, Courtney J. Brennan, Kathryn J. Brennan and Thomas P. Brennan (2) Donald P. Brennan and Eileen Brennan Oakley, as Co-Trustees of the separate trusts under The Brennan Family 1996 Trust Agreement dated February 16, 1996 for the benefit of Eileen M. Brennan Oakley, Donald P. Brennan, Jr., Maureen C. Brennan, Patrick K. Brennan, Jonathan R. Brennan and Erin P. Brennan (3) Donald P. Brennan and Eileen Brennan Oakley, as Co-Trustees of the separate trusts under The Brennan Family 1997 Trust Agreement dated February 14, 1997 for the benefit of Eileen M. Brennan Oakley, Donald P. Brennan, Jr., Maureen C. Brennan, Patrick K. Brennan, Jonathan R. Brennan and Erin P. Brennan (4) Donald P. Brennan and Eileen Brennan Oakley, as Co-Trustees of The 1999 Donald P. Brennan Qualified Grantor Retained Annuity Trust dated April 5, 1999 (5) Donald P. Brennan and Eileen Brennan Oakley, as Co-Trustees of The 2000 Donald P. Brennan Qualified Grantor Retained Annuity Trust dated February 28, 2000.

EXHIBIT B JOINDER OF PERMITTED DONEES The undersigned, as Permitted Donee of _______________________, does hereby acknowledge that he or she has read and approved the foregoing Shareholders'Agreement and does hereby consent and agree to be bound by its restrictions, terms and conditions. Witness: _________________________ _______________________(SEAL)

EXHIBIT C GABRIEL NAGY APPRAISAL

EXHIBIT D PROMISSORY NOTE

EXHIBIT E VOTING TRUST