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                                                                   EXHIBIT 10.12

                                  TENANT LEASE

                           MARSH CREEK ASSOCIATES ONE

                               TABLE OF CONTENTS
                               -----------------


Paragraph          Title                                                   Page
---------          -----                                                   ----

1.                 Parties                                                  5
2.                 Premises, Parking and Common Areas                       5
     2.1           Premises                                                 5
     2.2           Vehicle Parking                                          5
          2.2.1    Rights of Lessee                                         5
          2.2.2    Rights of Lessor                                         5
     2.3           Common Areas - Definition                                5
     2.4           Common Areas - Lessee's Rights                           6
     2.5           Common Areas - Rules and Regulations                     6
     2.6           Common Areas - Changes                                   6
3.                 Term of Lease                                            6
     3.1           Term                                                     6
     3.2           Possession and Improvements to Premises                  6
4.                 Rent                                                     7
     4.1           Base Rent                                                7
     4.2           Operating Expenses                                       7
     4.2  (a)      Lessee's Share (Percentage of)                           8
          (b)      Operating Expenses Defined                               8
          (c)      Improvements, Facilities and Services                    8
          (d)      Operating Expenses Payable                               8
5.                 Security Deposit                                         9
6.                 Use                                                      9
     6.1           Compliance with Law                                      9
     6.2           Condition of Premises                                    10
7.                 Maintenance, Repairs, Alterations and
                     Common Area Services                                   10
     7.1           Lessor's Obligations                                     10
     7.2           Lessee's Obligations                                     11
     7.3           Decoration, Fixtures, Alterations and
                     Additions                                              11
     7.4           Utility Additions                                        12
8.                 Insurance; Indemnity                                     12
     8.1           Liability Insurance - Lessee                             12
     8.2           Liability Insurance - Lessor                             13
     8.3           Property Insurance                                       13
          (a)      Property Insurance - Lessor                              13
          (b)      Property Insurance - Lessee                              13
     8.4           Payment of Premium Increase                              13
     8.5           Insurance Policies                                       13

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     8.6       Waiver of Subrogation                             14
     8.7       Indemnity                                         14
     8.8       Exemption of Lessor from Liability                14
9.             Damage or Destruction                             14
     9.1       Definitions                                       14
          (a)  "Premises Partial Damage"                         15
          (b)  "Premises Total Destruction"                      15
          (c)  "Premises Building Partial Damage"                14
          (d)  "Premises Building Total Destruction"             15
          (e)  "Corporate Center Buildings"                      15
          (f)  "Corporate Center Buildings Total
                Destruction"                                     15
          (g)  "Insured Loss"                                    15
          (h)  "Replacement Cost"                                15
     9.2       Premises Partial Damage; Premises
               Building Partial Damage                           15
          (a)  Insured Loss                                      15
          (b)  Uninsured Loss                                    15
     9.3       Premises Total Destruction; Premises
               Building Total Destruction;
               Corporate Center Building
               Total Destruction                                 15
     9.4       Damage Near End of Term                           16
     9.5       Abatement of Rent: Lessee's Remedies              16
     9.6       Termination - Advance Payments                    16
     9.7       Waiver                                            16
10.            Real Property Taxes                               16
     10.1 Payment of Taxes                                       16
     10.2 Time of Payment of Taxes                               17
     10.3 Definition of "Real Property Tax"                      17
     10.4 Joint Assessment                                       17
     10.5 Personal Property Taxes                                17
11.            Utilities                                         17
12.            Assignment and Subletting                         17
     12.1 Lessor's Consent Required                              17
     12.2 Lessee Affiliate                                       18
     12.3 Terms and Conditions of Assignment                     18
     12.4 Terms and Conditions Applicable to
               Subletting                                        18
     12.5 Attorney's Fees                                        19
13.            Default; Remedies                                 19
     13.1 Default                                                20
     13.2 Remedies                                               20/21
     13.3 Late Charges                                           22
14.            Condemnation                                      22
15.            Broker's Fee                                      23
16.            Estoppel Certificate                              23
17.            Lessor's Liability                                24
18.            Severability                                      24
19.            Interest on Past-due Obligations                  24



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                                       3

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20.            Time of Essence                                   24
21.            Additional Rent                                   24
22.            Incorporation of Prior Agreements;
               Amendments                                        24
23.            Notices                                           24
24.            Waivers                                           25
25.            Holding Over                                      25
26.            Cumulative Remedies                               25
27.            Covenants and Conditions                          25
28.            Binding Effect; Choice of Law                     25
29.            Subordination                                     25
30.            Attorney's Fees                                   25
31.            Lessor's Access                                   26
32.            Auctions                                          26
33.            Signs                                             26
34.            Merger                                            26
35.            Consents                                          26
36.            Guarantor                                         26
37.            Quiet Possession                                  26
38.            Options                                           27
     38.1 Definitions                                            27
     38.2 Options Personal                                       27
     38.3 Multiple Options                                       27
     38.4 Effect of Default on Options                           27
39.            Security Measures                                 27
40.            Easements                                         28
41.            Performance Under Protest                         28
42.            Security Interest                                 28
43.            Assignment of Rights                              28
44.            Covenants and Warranties                          28
45.            Authority                                         29
46.            Conflict                                          29
47.            Offer                                             29
48.            Addenda                                           30
               Signature Page                                    30

     48.1 Addendum No. 1 - Table (1)                             31
     48.2 Addendum No. 2 - Rules and Regulations                 32/33
     48.3 Addendum No. 3 - Sanitary Waste Regulation             34
     48.4 Addendum No. 4 - Option Terms                          35
     48.5 Addendum No. 5 - Miscellaneous Conditions              36


                              EXHIBIT "A"                        37
                              EXHIBIT "B"                        38
                              EXHIBIT "C"                        39/42




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<PAGE>   4

                                  TENANT LEASE
                           MARSH CREEK ASSOCIATES ONE
                           EXTON, PENNSYLVANIA 19341


1.   PARTIES. This Lease, dated for reference purposes only, November 19, 1996
is made by and between MARSH CREEK ASSOCIATES ONE a Pennsylvania Limited
Partnership, 75 East Uwchlan Avenue, Suite #110, Exton, PA 19341 (hereinafter
called "Lessor") and KENSEY NASH CORPORATION (hereinafter called "Lessee").

2.   PREMISES, PARKING AND COMMON AREAS.

     2.1  PREMISES. Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, an upon all of the conditions set forth herein, the
real property situate in the County of Chester, Commonwealth commonly know as
Marsh Creek Corporate Center, Exton, Pennsylvania, and described as 41,142 s.f.
in Building Two, located at 55 East Uwchlan Avenue, Marsh Creek Corporate
Center, Uwchlan Township, Pennsylvania, 19341, herein referred to as the
"Premises", including rights to the Common Areas as hereinafter specified but
not including any rights to the roof of the Premises or to any other Building in
the Corporate Center. The Premises are all of a building herein referred to as
the "Building" and are located in red on EXHIBIT "A" attached hereto. The
Premises, the Building, the Common Areas, the land upon which the same are
located, along with all other buildings and improvements thereon, are herein
collectively referred to as the "Corporate Center".

     2.2  VEHICLE PARKING. Lessee shall be entitled to vehicle parking spaces,
unreserved and unassigned, on those portions of the Common Areas designated by
Lessor for parking. Said parking spaces shall be used only for parking by
vehicles no larger than full size passenger automobiles or pick-up trucks,
herein called "Permitted Size Vehicles." Lessor herein retains the right to
issue parking stickers in the future to all Lessees. Notwithstanding the above,
Lessee shall have the exclusive right to park permitted size vehicles in the
rear of Building Two in an area designated by Lessor.

          2.2.1 Lessee shall not permit or allow any vehicles that belong to or
are controlled by Lessee or Lessee's employees, suppliers, shippers, customers
or invitees to be loaded, unloaded, or parked in areas other than those
designated by Lessor for such activities. Parking/Storage of unused vehicles
cannot be done without the specific written approval of Lessor.

          2.2.2 If Lessee permits or allows any of the prohibited activities
described in Paragraph 2.2 of the Lease, then Lessor shall have the right,
without notice, in addition to such other rights and remedies that it may have,
to remove or tow away the vehicle involved and charge the cost to Lessee, which
cost shall be immediately payable upon demand by Lessor.

     2.3 COMMON AREAS - DEFINITION. The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Corporate Center that are provided and designated by the Lessor from
time to time for the general nonexclusive use of Lessor, Lessee and of other
lessees of the Corporate Center and their

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respective employees, suppliers, shippers, customers and invitees, including
parking areas, loading and unloading areas, trash areas, roadways, sidewalks,
walkways, parkways, driveways and landscaped areas.

     2.4 COMMON AREAS - LESSEE'S RIGHTS. Lessor hereby grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, customers and
invitees, during the term of this Lease, the non-exclusive right to use, in
common with others entitled to such use, the Common Areas as they exist from
time to time, subject to any rights, powers, and privileges reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or
restrictions governing the use of the Corporate Center. Under no circumstances
shall the right herein granted to use the Common Areas be deemed to include the
right to store any property, temporarily or permanently, in the Common Areas.
Any such storage shall be permitted only by the prior written consent of Lessor
or Lessor's designated agent, which consent may be revoked at any time. In the
event that any unauthorized storage shall occur then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Lessee, which cost shall be
immediately payable upon demand by Lessor.

     2.5 COMMON AREAS - RULES AND REGULATIONS. Lessor or such other person(s)
as Lessor may appoint shall have the exclusive control and management of the
Common Areas and shall have the right, from time to time, to establish, modify,
amend and enforce reasonable rules and regulations with respect thereto. Lessee
agrees to abide by and conform to all such rules and regulations, and to cause
its employees, suppliers, shippers, customers, and invitees to so abide and
conform. Lessor shall not be responsible to Lessee for the noncompliance with
said rules and regulations by other lessees of the Corporate Center.

     2.6 COMMON AREAS - CHANGES. Lessor shall have the right, in Lessor's sole
discretion, from time to time:


          (a) To make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas and walkways;(b) To close
temporarily any of the Common Areas for maintenance purposes so long as
reasonable access to the Premises remains available;(c) To designate other land
outside the boundaries of the Corporate Center to be a part of the Common
Areas;(d) To add additional buildings and improvements to the Common Areas;(e)
To use the Common Areas while engaged in making additional improvements,
repairs or alterations to the Corporate Center, or any portion thereof;(f) To
do and perform such other acts and make such other charges in, to or with
respect to the Common Areas and Corporate Center as Lessor may, in the exercise
of sound business judgment, deem to be appropriate.

3.   TERM OF LEASE.

     3.1 TERM. The term of this Lease shall be for Six (6) years commencing on
December 1, 1996 and ending on November 30, 2002 unless sooner terminated
pursuant to any provision hereof.

     3.2 POSSESSION AND IMPROVEMENTS TO THE PREMISES.

          (a) Lessor shall, prior to the commencement of the Lease term, cause
the completion of renovations, improvements and additions to the Premises in
accordance with the terms of a Work Letter attached hereto as Exhibit "B", which
has been approved by Lessee. If, during the performance of Lessor's work,
Lessee desires to have additional work done by Lessor's contractors, Lessee may
make a written request to Lessor, including all necessary plans and
specifications. Lessor will use reasonable efforts to cause such contractors to
perform

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<PAGE>   6

Lessee's additional work, provided that Lessee makes such arrangements for
payment as Lessor may request, including payment of the entire cost thereof in
advance.

          (b) If lessor, for any reason whatsoever, cannot deliver possession
of the Premises to Lessee at the commencement of the Lease term, this Lease
shall not be void or voidable, nor shall Lessor be liable to Lessee for any loss
or damage resulting therefrom, but the time for commencement of the Lease term
shall be delayed until the day following the date on which the Premises are
available for possession by Lessee as designated in a notice by Lessor to Lessee
and the Lease term shall remain unchanged. During such period, the rights and
obligations of the parties shall be suspended; provided, however, that if Lessor
permits Lessee to occupy any portion of the Premises prior to the commencement
of the Lease term, such occupancy shall be under all of the terms, covenants,
and conditions of this Lease, except the covenant to pay Base Rent. In no event
shall Lessor be liable to Lessee for any loss or damage suffered or incurred by
Lessee on account of Lessor's failure or inability to complete any improvements
or otherwise deliver possession of the Premises to Lessee on the date herein
specified for the commencement of the Lease term.

          (c) Lessor will permit Lessee and its agents to enter the Premises
prior to the commencement of the Lease term in order that Lessee may, subject to
all of the conditions and requirements contained in Paragraph 7.3 hereof,
perform, through its own contractors, such other work and decorations as Lessee
may desire at the same time that Lessor's contractors are working in the
Premises provided that Lessor shall first have approved Lessee's plans and
contractors. The foregoing license to enter prior to the commencement of the
Lease term, however, is conditional upon Lessee's workmen and mechanics working
in harmony and not interfering with the activities of or labor employed by
Lessor, Lessor's mechanics or contractors or by any other tenant or its
contractors. If at any time such entry shall cause disharmony or interference,
this license may be withdrawn by Lessor upon forty-eight (48) hours written
notice to Lessee. Lessee's entry onto the Premises prior to the commencement of
the Lease term shall be under all of the terms, covenants, provisions and
conditions of this Lease, except as to the covenant to pay Base Rent. Lessor
shall not be liable in any way for any injury, loss or damage which may occur to
any of the Lessee's decorations or installments so made prior to the date of
commencement of the term of this Lease. Lessor shall not have or assume any
liability or responsibility of any nature whatsoever, not shall it waive or
release any of its rights or remedies under this Lease or otherwise at law by
virtue of, or any manner on account of Lessor's approval of, or consent to,
Lessee's plans or contractors pursuant to this Paragraph or any other provision
of this Lease. For purposes of determining the date when the Premises are
available for possession by Lessee, there shall not be considered the duration
of any delay which is caused by the performance of any work or activity in the
Premises by Lessee or any of its employees, agents or contractors, and the
Premises shall be deemed ready for possession on the date the Premises would
have been ready but for such cause.

4.   Rent

     4.1 Base Rent. Lessee shall pay to Lessor, as Base Rent for the Premises,
without any offsets or deductions, on the first day of each month of the term
hereof; monthly payments in advance in accordance with the following schedule:

<TABLE>

<S>                                         <C>
December 1, 1996                             $18,264,40           which is $5.75 per sq. ft.
January 1, 1997 through Nov. 30 1999         $19,713.87 per month which is $5.75 per sq. ft.
December 1, 1999 through Nov. 30, 2001       $20,571.00 per month which is $6.00 per sq. ft.
December 1, 2001 through Nov. 30, 2002       $21,428,12 per month which is $6.25 per sq. ft.
</TABLE>

     Rent for any period during the term hereof which is for less than one month
shall be a pro rata portion of the Base Rent. Rent shall be payable in lawful
money of the United States to Lessor at the address stated herein or to such
other persons or at such other places at Lessor may designate in writing.



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<PAGE>   7

     4.2 OPERATING EXPENSES. Lessee shall pay to Lessor during the term hereof,
in addition to the Base Rent, Lessee's Share, as hereinafter defined, of all
Operating Expenses, as hereinafter defined, during each calender year of the
term of this Lease, in accordance with the following provisions:

         (a) "Lessee's Share" is defined, for purposes of this Lease, as 47.83
percent.

         (b) "Operating Expenses" is defined, for purposes of this Lease, as all
costs incurred by Lessor, if any, for:

             (i)     The operation, management, repair, replacement, and
maintenance, in neat, clean, good order and condition, of the following:

             (aa)    The Common Areas, including parking areas, loading and
unloading areas, trash areas, roadways, sidewalks, walkways, parkways,
driveways, landscaped areas, striping, bumpers, irrigation systems, Common Area
lighting facilities and fences and gates;
             (bb)    Trash disposal services;
             (cc)    Tenant directories;
             (dd)    Fire detection systems including sprinkler system
maintenance and repair;
             (ee)    Security services;
             (ff)    Any other service to be provided by Lessor that is
elsewhere in this Lease stated to be an "Operating Expense";
             (gg)    Roof and all penetrations thereof;
             (hh)    The cost of all other time which, under standard
accounting practices, constitute operating or maintenance costs attributable to
the Common Areas of the Corporate Center.

             (ii)    Any deductible portion of an insured loss concerning any of
the items or matters described in this Paragraph 4.2;

             (iii)   The cost of the premiums for the liability and property
insurance policies to be maintained by Lessor under Paragraph 8 hereof;

             (iv)    The amount of the real property tax to be paid by Lessor
under Paragraph 10.1 hereof:

             (v)     The cost of water, gas and electricity to service the
Common Areas.

     (c) The inclusion of the improvements, facilities and services set forth
in Paragraph 4.2(b)(i) of the definition of Operating Expenses shall not be
deemed to impose an obligation upon Lessor to either provide said improvements
or facilities or to provide those services unless the Corporate Center already
has the same, Lessor already provides the services, or Lessor has agreed
elsewhere in this Lease to provide the same or some of them.

     (d) Lessee's Share of Operating Expenses shall be payable by Lessee within
ten (10) days after a reasonably detailed statement of actual expenses is
presented to Lessee by Lessor. At Lessor's option, however, an amount may be
estimated by Lessor from time to time of Lessee's Share of annual Operating
Expenses and the same shall be payable monthly or quarterly, as Lessor shall
designate, during each twelve-month period of the Lease term, on the same day as
the Base Rent is due hereunder. In the event that Lessee pays Lessor's estimate
of Lessee's Share of Operating Expenses as aforesaid, Lessor shall deliver to
Lessee within sixty (60) days after the expiration of each calendar year a
reasonably detailed statement showing Lessee's Share of the actual Operating
Expenses incurred during the preceding year. If Lessee's payments under this
Paragraph 4.2(d) during said preceding year exceed Lessee's Share as indicated
on said statement, Lessee shall be entitled to credit the


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                                       8
<PAGE>   8
amount of such overpayment against Lessee's Share of Operating Expenses next
falling due. If Lessee's payment under this Paragraph during said preceding
year were less than Lessee's share as indicated on said statement, Lessee shall
pay to Lessor the amount of the deficiency within ten (10) days after delivery
by Lessor to Lessee of said statement.

5.   SECURITY DEPOSIT. Lessee shall deposit with Lessor $13,333.33 as security
for Lessee's faithful performance of Lessee's obligations hereunder. If Lessee
fails to pay rent or other charges due hereunder, or otherwise defaults with
respect to any provision of this Lease, Lessor may use, apply or retain all or
any portion of said deposit for the payment of any rent or other charge in
default or for the payment of any other sum to which Lessor may become
obligated by reason of Lessee's default, or to compensate Lessor for any loss
or damage which Lessor may suffer thereby. If Lessor so uses or applies all or
any portion of said deposit, Lessee shall within ten (10) days after written
demand therefor deposit cash with Lessor in an amount sufficient to restore
said deposit to the full amount then required of Lessee. If the monthly rent
shall, from time to time, increase during the term of this Lease, Lessee shall,
at the time of such increase, deposit with Lessor additional money as a
security deposit so that the total amount of the security deposit held by
Lessor shall at all times bear the same proportion to the then current Base
Rent as the initial security deposit bears to the initial Base Rent set forth
in Paragraph 4. Lessor shall not be required to keep said security deposit
separate from its general accounts. If Lessee performs all of Lessee's
obligations hereunder, said deposit, or so much thereof as has not theretofore
been applied by Lessor, shall be returned, without payment of interest or other
increment for its use, to Lessee (or, at Lessor's option, to the last assignee,
if any, or Lessee's interest hereunder) at the expiration of the term hereof,
and after Lessee has vacated the Premises, providing Lessee has advised Lessor
in writing of where and to whom said security deposit funds shall be forwarded.
No trust relationship is created herein between Lessor and Lessee with respect
to said Security Deposit.

6.   Use. The Premises shall be used and occupied only for Offices,
Laboratories, and Warehousing for the business of the Development of Medical
Devices and related items and for no other purpose.

     6.1  Compliance with Law.

          (a)  Lessor warrants to Lessee that the Premises, in the state
existing on the date that the Lease term commences, but without regard to the
use for which Lessee will occupy the Premises, does not violate any covenants
or restrictions of record, or any applicable building code, regulation or
ordinance in effect on such Lease term commencement date. In the event it is
determined that this warranty has been violated, then it shall be the obligation
of the Lessor, after written notice from Lessee, to promptly, at Lessor's sole
cost and expense, rectify any such violation. In the event Lessee does not give
to Lessor written notice of the violation of this warranty within one month
from the date that the Lease term commences, the correction of same shall be
the obligation of the Lessee at Lessee's sole cost. The warranty contained in
this Paragraph 6.2(a) shall be of no force or effect if, prior to the date of
this Lease, Lessee was an owner or occupant of the Premises and, in such event,
Lessee shall correct any such violation at Lessee's sole cost.

          (b)  Except as provided in Paragraph, 6.2(a) Lessee shall, at
Lessee's expense, promptly comply with all applicable statutes, ordinances,
rules, regulations, orders, covenants and restrictions of record, and
requirements of any fire insurance underwriters or rating bureaus, now in
effect or which may hereafter come into effect, whether or not they reflect a
change in policy from that now existing, during the term or any part of the
term hereof, relating in any manner to the Premises and the occupation and use
by Lessee of the Premises and of the Common Areas. Lessee shall not use nor
permit the use of the Premises or the Common Areas in any manner that will tend
to create waste or a nuisance or shall tend to disturb other occupants of the
Corporate Center.


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<PAGE>   9
6.2  CONDITION OF PREMISES.

          (a) Lessor shall deliver the Premises to Lessee clean and free of
debris on the Lease commencement date (unless Lessee is already in possession)
and Lessor warrants to Lessee that the plumbing, lighting, air conditioning,
heating, and loading doors in the Premises shall be in good operating condition
on the Lease commencement date. In the event that it is determined that this
warranty has been violated, then it shall be the obligation of Lessor, after
receipt of written notice from Lessee setting forth with specificity the nature
of the violation, to promptly, at Lessor's sole cost, rectify such violation.
Lessee's failure to give such written notice to Lessor within thirty (30) days
after the Lease commencement date shall cause the conclusive presumption that
Lessor has complied with all of Lessor's obligations hereunder. The warranty
contained in this Paragraph 6.3(a) shall be of no force or effect if, prior to
the date of this Lease, Lessee was an owner or occupant of the Premises.

Except for the 30 days warranty period noted above, Lessee, by taking
possession of the Premises, shall be deemed to have accepted the Premises in
their condition on the date of Lessee's possession, as being in good and
sanitary order, condition and repair, and to have agreed that Lessor has
completed all of the Lessor's work to be performed prior to the commencement of
the Lease term under Paragraph 3.2(b).

          (b) Except as otherwise provided in this Lease, Lessee hereby accepts
the Premises in their condition existing as of the Lease commencement date or
the date that Lessee takes possession of the Premises, whichever is earlier,
subject to all applicable zoning, municipal, county and state laws, ordinances
and regulations governing and regulating the use of the Premises, and any
covenants or restrictions of record, and accepts this Lease subject thereto and
to all matters disclosed thereby and by any exhibits attached hereto. Lessee
acknowledges that neither Lessor nor Lessor's agent has made any representation
or warranty as to the present or future suitability of the Premises for the
conduct of Lessee's business.

7.   MAINTENANCE, REPAIRS, ALTERNATIONS AND COMMON AREA SERVICES.

     7.1  LESSOR'S OBLIGATIONS.    Subject to the provision of paragraphs 4.2
(Operating Expenses), 6 (Use), 7.2 (Lessee's Obligations) and 9 (Damage or
Destruction) and except for damage caused by any negligent or intentional act or
omission of Lessee, Lessee's employees, suppliers, shippers, customers, or
invitees, in which event Lessee shall repair the damage, Lessor, at Lessor's
expense, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good
condition and repair the foundations, exterior walls, structural condition of
interior bearing walls, and roof of the Premises, as well as the parking lots,
walkways, driveways, landscaping, fences, signs and utility installations of the
Common Areas and all parts thereof, as well as providing the services for which
there is an Operating Expense pursuant to Paragraph 4.2. Lessor shall not,
however, be obligated to paint the exterior or interior surface of exterior
walls, nor shall Lessor be required to maintain, repair or replace windows,
doors or plate glass of the Premises. Lessor shall have no obligation to make
repairs under this Paragraph 7.1 until a reasonable time after receipt of
written notice from Lessee of the need for such repairs. Lessee expressly waives
the benefits of any statute now or hereafter in effect which would otherwise
afford Lessee the right to make repairs at Lessor's expense or to terminate this
Lease because of Lessor's failure to keep the Premises in good order, condition
and repair. Lessor shall not be liable for damages or loss of any kind or nature
by reason of Lessor's failure to furnish any Common Area Services when such
failure is caused by accident, breakage, repairs, strikes, lockout, or other
labor disturbances or disputes of any character, or by any other cause beyond
the reasonable control of Lessor.



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<PAGE>   10
     7.2  Lessee's Obligations.

          (a)  Subject to the provisions of paragraphs 6 (Use), 7.1 (Lessor's
Obligations), and 9 (Damage or Destruction), Lessee, at Lessee's expense, shall
keep in good order, condition and repair the Premises and every part thereof
(whether or not the damaged portion of the Premises or the means of repairing
the same are reasonably or readily accessible to Lessee) including, without
limiting the generality of the foregoing, all plumbing, heating, ventilating
and air conditioning systems (Lessee shall procure and maintain, at Lessee's
expense, a heating and air conditioning system maintenance contract), electrical
and lighting facilities and equipment within the Premises, fixtures, interior
walls and interior surfaces of exterior walls, ceilings, windows, doors, plate
glass, and skylights located within the Premises.

          (b)  If Lessee fails to perform Lessee's obligations under this
Paragraph 7.2 or under any other Paragraph of this Lease, Lessor may enter upon
the Premises after ten (10) days' prior written notice to Lessee (except in the
case of emergency, in which no notice shall be required), perform such
obligations on Lessee's behalf and put the Premises in good order, condition and
repair, and the cost thereof together with interest thereon at the maximum rate
then allowable by law shall be due and payable as additional rent to Lessor
together with Lessee's next Base Rent installment.

          (c)  On the last day of the term hereof, or on any sooner termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary wear and tear excepted, clean and free of debris. Any damage or
deterioration of the Premises shall not be deemed ordinary wear and tear if the
same could have been prevented by good maintenance practices. Lessee shall
repair any damage to the Premises occasioned by the installation or removal of
Lessee's trade fixtures, alterations, furnishings and equipment. Notwithstanding
anything to the contrary otherwise stated in this Lease, Lessee shall leave the
air lines, power panels, electrical distribution systems, lighting fixtures,
space heaters, air conditioning, plumbing and fencing on the Premises in good
operating condition.

     7.3  Decoration, Fixtures, Alterations and Additions.

          (a)  Lessee shall not decorate, paint, or in any other manner alter
the exterior of the Premises and shall not install or affix any device, fixture
or attachment on or to the exterior of the Premises or any part of the Building
without first obtaining Lessor's written consent, which consent shall not be
unreasonably withheld. Lessee will maintain any such decoration, lettering,
advertising matter or other thing as may be approved by Lessor in good condition
and repair at all times, and in compliance with all applicable governmental
requirements.

           (b)  All movable personal property and all trade fixtures installed
by Lessee in the Premises shall remain the property of Lessee and shall be
removable at the expiration or sooner termination of the term of this Lease or
any renewal or extension thereof, provided Lessee shall not at such time be in
default under any covenant or agreement contained in this Lease and that Lessee
shall promptly repair any damage to the premises cause by such removal. If
Lessee fails to remove any such movable personal property or trade fixtures upon
expiration or sooner termination of the term of this Lease, such personal
property and trade fixtures shall be deemed abandoned and shall become the
property of Lessor or, at the option of Lessor, may be removed from the Premises
and stored for the account of Lessee at the cost and expense of Lessee which
cost and expense shall constitute additional rent hereunder. Lighting fixtures,
heating and air conditioning equipment, plumbing and electrical systems and
fixtures and floor covering shall not be deemed to be personal property and
trade fixtures whether installed by Lessee or by anyone else and shall not be
removed from the Premises but shall, upon installation, become the property of
Lessor without any compensation to Lessee.

           (c)  Lessee shall not make any changes, alterations, additions or
improvements to the Premises, or any part thereof, without first obtaining the
written consent of


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                                       11
<PAGE>   11
Lessor which consent shall not be unreasonably withheld.  Lessee shall submit to
Lessor plans and specifications for the proposed work and an estimate of the
anticipated cost thereof. Lessor may also impose such conditions as to permits,
insurance, bonds, and waivers and releases of mechanics' liens as Lessor, in its
sole discretion, deems advisable or necessary. Any changes, alterations,
additions or improvements made by Lessee with the consent of Lessor shall become
the property of Lessor and shall remain upon the Premises at the expiration or
sooner termination  of this Lease. The construction of any such alterations by
Lessee shall be conducted so as not to Interfere with Lessor's activities or the
operation of the Building. Lessor shall have the right to order Lessee to
terminate Lessee's construction work; provided, however, that Lessor shall use
reasonable discretion in exercising such right.  Upon notification from Lessor
to Lessee to cease work, Lessee shall remove forthwith from the Premises and the
Building all Lessee's agents, employees and contractors until Lessor shall have
given its written consent, and Lessee in connection therewith shall have no
claim for damages of any nature whatsoever against Lessor. Lessee shall, at its
expense, remove from the Premises and from the Building all construction trash
which may accumulate in connection with Lessee's activities. All repairs,
alterations, additions and improvements performed by Lessee shall be done in a
good and workmanlike manner in compliance with all applicable governmental
requirements and the reasonable requirements of the insurers of the Building.
During the performance of any such changes, alterations, additions, or
improvements by Lessee, Lessee shall obtain and maintain comprehensive general
public liability, property damage, builder's risk, workmen's compensation and
other insurance covering Lessor, Lessee, and each holder of a mortgage on the
Building in amounts, with coverage and with companies reasonably satisfactory to
Lessor.

           (d)  Before performing permitting the performance of any work within
the Premises, Lessee shall take such steps as Lessor may reasonably require in
order that no lien for labor or materials will attach to the Premises or all or
any part of the Building as a result of such work. Lessee shall not permit any
mechanic's or other lien or claim for lien or notice in respect thereto to be
filed against the Premises or any fixtures, equipment or furnishings contained
therein. If any such lien or claim be made or filed, Lessee shall, within ten
(10) days after notice of the filing thereof, cause said lien notice or claim
for lien to be effectively removed and discharged of record; provided, however,
that Lessee shall have the right to contest the amount or validity, in whole or
in part, of any such lien, notice or claim by appropriate proceedings, but in
such event Lessee shall promptly bond such lien, notice of claim with a surely
company, or by any other means satisfactory to Lessor and shall prosecute such
proceedings with all due diligence and dispatch. If Lessee fails so to discharge
or bond such lien, Lessor may, at its election, remove or discharge such lien,
notice or claim by paying the full amount thereof, or otherwise and without any
investigation or contest of the validity thereof, and Lessee shall pay to lessor
upon demand, as additional rent the amount paid by Lessor including Lessor's
costs, expenses and counsel fees.

     7.4  Utility Additions.  Lessor reserves the right to install new or
additional utility facilities throughout the Building and the Common Areas for
the benefit of Lessor or Lessee, or any other lessee of the Corporate Center,
including, but not by way of limitation, such utilities as plumbing, electrical
systems, security systems, communication systems, and fire protection and
detection systems, so long as such installations do not unreasonably interfere
with Lessee's use of the Premises.

8.   Insurance; Indemnity.

     8.1  Liability Insurance - Lessee. Lessee shall, at Lessee's expense,
obtain and keep in force during the term of this Lease a policy of Combined
Single Limit Bodily Injury and Property Damage insurance insuring Lessee and
Lessor against any liability arising out of the use, occupancy or maintenance of
the Premises and the Corporate Center. Such insurance shall be in an amount not
less than $1,000,000.00 per occurrence. The policy shall insure performance by
Lessee of the indemnity provisions of the Paragraph 8. The limits of said
insurance shall not, however, limit the liability of Lessee hereunder.


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<PAGE>   12
     8.2  LIABILITY INSURANCE - LESSOR. Lessor shall obtain and keep in force
during the term of this Lease a policy of Combined Single Limit Bodily injury
and property Damage Insurance, insuring Lessor, but not Lessee, against any
liability arising out of the ownership, use occupancy or maintenance of the
Corporate Center in an amount not less than $1,000,000.00 per occurrence.

     8.3  PROPERTY INSURANCE.

          (a)  PROPERTY INSURANCE - LESSOR. Lessor shall obtain and keep in
force during the term of this Lease a policy or policies of insurance covering
loss or damage to the Corporate Center improvements, but not Lessee's personal
property, fixtures, equipment or tenant improvements, in an amount not to
exceed the full replacement value thereof, as the same may exist from time to
time, providing protection against all perils included within the
classification of fire, extended coverage, vandalism, malicious mischief, flood
(in the event same is required by a lender having a lien on the Premises)
special extended perils ("all risk", as such term is used in the insurance
industry), and such other insurance as Lessor deems advisable. In addition,
Lessor shall obtain and keep in force, during the term of the Lease, a policy
of rental value insurance covering a period of one year, with loss payable to
Lessor, which insurance shall also cover all Operating Expenses for said
period. In the event that the Premises shall suffer an insured loss as defined
in Paragraph 9.1(g) hereof, the deductible amount under the casualty insurance
policies relating to the Premises shall be paid by Lessee.

          (b)  PROPERTY INSURANCE AND BUSINESS INCOME - LESSEE. Lessee shall
obtain and keep in force during the term of this Lease a policy or policies of
insurance covering loss or damage to its personal property, fixtures,
equipment, Lessee made but Lessor owned improvements, inventory, etc. in an
amount equal to 100% of its current replacement value, as the same may exist
from time to time, providing protection against all perils, included within the
classification of fire, extended coverage, vandalism, malicious mischief,
special extended perils ("all risk" as such term is used in the insurance
industry) and plate glass insurance.

In addition, Lessee shall obtain and keep in force during the term of this
Lease, a business income insurance policy in an amount equal to one year's
expected gross income.

     8.4  PAYMENT OF PREMIUM INCREASE.

     (a)  After the term of this Lease has commenced, Lessee shall not be
responsible for paying Lessee's Share of any increase in the property insurance
premium for the Corporate Center specified by Lessor's insurance carrier as
being caused by the use, acts or omissions of any other lessee of the Corporate
Center, or by the nature of such other lessee's occupancy which create an
extraordinary or unusual risk.

     (b)  Lessee, however, shall pay the entirety of any increase in the
property insurance premium for the Corporate Center over what it was immediately
prior to the commencement of the term of this Lease if the increase is specified
by Lessor's insurance carrier as being caused by the nature of Lessee's
occupancy or any act or omission of Lessee.

     8.5  INSURANCE POLICIES. Insurance required hereunder shall be in
companies holding a "General Policyholders Rating" of at least B plus, or such
other rating as may be required by a lender having a lien on the Premises as
set forth in the most current issue of "Best's Insurance Guide." Lessee shall
not do or permit to be done anything which shall invalidate the insurance
policies carried by Lessor. Lessee shall deliver to Lessor copies of liability
insurance policies required under Paragraph 8.1 or certificates evidencing the
existence and amounts of such insurance within seven (7) days after the
commencement date of this Lease. No such policy shall be cancelable or subject
to reduction of coverage or other modification except after thirty (30) days
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior
to the expiration of such policies, furnish Lessor with renewals or "binders"
thereof Lessor and any lender having a



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                                       13
<PAGE>   13
lien or mortgage on the Premises, Building or the Corporate Center shall be
added as additional insureds, as their interests may appear, to all insurance
policies required to be kept by Lessee under the terms of this Lease.

     8.6  WAIVER OF SUBROGATION. Lessee and Lessor each hereby release and
relieve the other, and waive their right of recovery against the other for loss
or damage arising out of or incident to the perils insured against which perils
occur in, on or about the Premises, whether due to the negligence of Lessor or
Lessee or their agents, employees, contractors and/or invitees. Lessee and
Lessor shall, upon obtaining the policies of insurance required, give notice to
the insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in their Lease.

     8.7. INDEMNITY. Lessee shall indemnify and hold harmless Lessor from and
against any and all claims arising from Lessee's use of the Corporate Center, or
from the conduct of Lessee's business or from any activity, work or things done,
permitted or suffered by Lessee in or about the Premises or elsewhere and shall
further indemnify and hold harmless Lessor from and against any and all claims
arising from any breach or default in the performance of any obligation on
Lessee's part to be performed under the terms of this Lease, or arising from any
act or omission of Lessee, or any of Lessee's agents, contractors, or employees,
and from and against all costs, attorney's fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought
thereon, and in case any action or proceeding be brought against Lessor by
reason of any such claim, Lessee upon notice from Lessor shall defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessee, as a material part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Corporate Center arising from any
cause and Lessee hereby waives all claims in respect thereof against Lessor.

     8.8  EXEMPTION OF LESSOR FROM LIABILITY. Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for damage to the goods, wares, merchandise or other property of
Lessee. Lessee's employees, invitees, customers, or any other person in or
about the Premises or the Corporate Center, nor shall Lessor be liable for
injury to the person of Lessee, Lessee's employees, agents or contractors,
whether such damage or injury is caused by or results from fire, steam,
electricity, gas, water or rain, or from the breakage, leakage, obstruction or
other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, or from any other cause, whether said damage
or injury results from conditions arising upon the Premises or upon other
portions of the Corporate Center, or from other sources or places and
regardless of whether the cause of such damage or injury or the means of
repairing the same is inaccessible to Lessee. Lessor shall not be liable for
any damages arising from any act or neglect of any other lessee, occupant or
user of the Corporate Center, nor from the failure of Lessor to enforce the
provisions of any other lease of the Corporate Center.

9.   DAMAGE OR DESTRUCTION.

     9.1  DEFINITIONS.

          (a)  "Premises Partial Damage" shall mean if the Premises are damaged
or destroyed to the extent that the cost of repair is less than fifty percent
of the then replacement cost of the Premises.

          (b)  "Premises Total Destruction" shall mean if the Premises are
damaged or destroyed to the extent that the cost of repair is fifty percent or
more of the then replacement cost of the Premises.


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<PAGE>   14

          (c)  "Premises Building Partial Damage" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is less than fifty percent of the then replacement cost of the
Building.

          (d)  "Premises Building Total Destruction" shall mean if the Building
of which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is fifty percent or more of the then replacement cost of the
Building.

          (e)  "Corporate Center Buildings" shall mean all of the buildings on
the Corporate Center Site.

          (f)  "Corporate Center Buildings Total Destruction" shall mean if the
Corporate Center Buildings are damaged or destroyed to the extent that the cost
of repair is fifty percent or more of the then replacement cost of the
Corporate Center Buildings.

          (g)  "Insured Loss" shall mean damage or destruction which was caused
by an event required to be covered by the insurance described in Paragraph 8.
The fact that an Insured Loss has a deductible amount shall not make the loss
an uninsured loss.

          (h)  "Replacement Cost" shall mean the amount of money necessary to
be spent in order to repair or rebuild the damaged area to the condition that
existed immediately prior to the damage occurring including all improvements
made by lessees.

     9.2  PREMISES PARTIAL DAMAGE: PREMISES BUILDING PARTIAL DAMAGE.

          (a)  Insured Loss: Subject to the provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is an
Insured Loss and which falls into the classification of either Premises Partial
Damage or Premises Building Partial Damage, then Lessor shall, at Lessor's
expense, repair such damage to the Premises, but not Lessee's fixtures or
equipment, as soon as reasonably possible, and this Lease shall continue in
full force and effect.

          (b)  Uninsured Loss: Subject to the provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is not
an Insured Loss and which falls within the classification of Premises Partial
Damage or Premises Building Partial Damage unless caused by a negligent or
willful act of Lessee (in which event Lessee shall make the repairs at Lessee's
expense), which damage prevents Lessee from using the Premises, Lessor may at
Lessor's option either (i) repair such damage as soon as reasonably possible at
Lessor's expense in which event this Lease shall continue in full force and
effect, or (ii) give written notice to Lessee within thirty (30) days after the
date of the occurrence of such damage of Lessor's intention to cancel and
terminate this Lease as of the date of the occurrence of such damage.  In the
event Lessor elects to give such notice of Lessor's intention to cancel and
terminate this Lease, Lessee shall have the right within ten (10) days after
the receipt of such notice to give written notice to Lessor of Lessee's
intention to repair such damage at Lessee's expense, without reimbursement from
Lessor, in which event this Lease shall continue in full force and effect, and
Lessee shall proceed to make such repairs as soon as reasonably possible.  If
Lessee does not give such notice within such 10-day period this Lease shall be
canceled and terminated as of the date of the occurrence of such damage.

     9.3  PREMISES TOTAL DESTRUCTION: PREMISES BUILDING TOTAL DESTRUCTION,
CORPORATE CENTER BUILDINGS TOTAL DESTRUCTION.  Subject to the provisions of
paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is a
damage, whether or not it is an Insured Loss, and which falls into the
classification of either (a) Premises Total Destruction, or (b) Premises
Building Total Destruction, or (c) Corporate Center Buildings Total
Destruction, then

Lessor may at lessor's option either (i) repair such damage or destruction, but
not Lessee's fixtures or equipment, as soon as reasonably possible at Lessor's
expense, and this Lease shall

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                                       15



<PAGE>   15
continue in full force and effect, or (ii) give written notice to Lessee within
thirty (30) days after the date of occurrence of such damage of Lessor's
intention to cancel and terminate this Lease, in which case this Lease shall be
canceled and terminated as of the date of the occurrence of such damage.

     9.4  DAMAGE NEAR END OF TERM.

          (a) Subject to Paragraph 9.4(b), if at any time during the last six
months of the term of this Lease there is substantial damage, whether or not an
Insured Loss, which falls within the classification of Premises Partial Damage,
Lessor may at Lessor's option cancel and terminate this Lease as of the date of
occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within 30 days after the date of occurrence of such damage.

          (b) Notwithstanding Paragraph 9.4(a), in the event that Lessee has an
option to extend or renew this lease, and the time within which said option may
be exercised has not yet expired, Lessee shall exercise such option, if it is to
be exercised at all, no later than twenty (20) days after the occurrence of an
Insured Loss falling with the classification of Premises Partial Damage during
the last six months of the term of this Lease. If Lessee duly exercises such
option during said twenty (20) day period, Lessor shall, at Lessor's expense,
repair such damage, but not Lessee's fixtures or equipment, as soon as
reasonably possible and this Lease shall continue in full force and effect. If
Lessee fails to exercise such option during said twenty (20) day period, then
Lessor may at Lessor's option terminate and cancel this Lease as of the
expiration of said twenty (20) day period by giving written notice to Lessee of
Lessor's election to do so within ten (10) days after the expiration of said
twenty (20) day period, notwithstanding any term or provision in the grant of
option to the contrary.

     9.5  ABATEMENT OF RENT: LESSEE'S REMEDIES.

          (a) In the event Lessor repairs or restores the premises pursuant to
the provisions of this Paragraph 9, the rent payable hereunder for the period
during which such damage, repair or restoration continues shall be abated in
proportion to the degree to which Lessee's use of the Premises is impaired.
Except for abatement of rent, if any, Lessee shall have no claim against Lessor
for any damage suffered by reason of any such damage, destruction, repair or
restoration.

          (b) If Lessor shall be obligated to repair or restore the Premises
under the provisions of this Paragraph 9 and shall not commence such repair or
restoration within ninety (90) days after such obligation shall accrue, Lessee
may at Lessee's option cancel and terminate this Lease by giving Lessor written
notice of Lessee's election to do so at any time prior to the commencement of
such repair or restoration. In such event this Lease shall terminate as of the
date of such notice.

     9.6  TERMINATION - ADVANCE PAYMENTS. Upon termination of this Lease
pursuant to this Paragraph 9, an equitable adjustment shall be made concerning
advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition, return to Lessee so much of Lessee's security deposit as has not
theretofore been applied by Lessor.

     9.7  WAIVER. Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

10. REAL PROPERTY TAXES.

     10.1 PAYMENT OF TAXES. Lessor shall pay the real property tax, as defined
in Paragraph 10.3, applicable to the Corporate Center subject to reimbursement
by Lessee of

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                                       16
<PAGE>   16

Lessee's Share of such taxes in accordance with the provisions of Paragraph
4.2, except as otherwise provided in Paragraph 10.2.

     10.2 TIME OF PAYMENT OF TAXES. Lessee shall pay to Lessor at the time that
Operating Expenses are payable under Paragraph 4.2(d) the entirety of any
increase in real property tax if assessed solely by reason of additional
improvements places upon the Premises by Lessee or at Lessee's request.

     10.3 DEFINITION OF "REAL PROPERTY TAX". As used herein, the term "real
property tax" shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on the Corporate Center or any portion thereof by any
authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agriculture, sanitary,
fire, street, drainage or other improvement district thereof, as against any
legal or equitable interest of Lessor in the Corporate Center or in any portion
thereof, as against Lessor's right to rent or other income therefrom, and as
against Lessor's business of leasing the Corporate Center. The term "real
property tax" shall also include any tax, fee, levy, assessment or charge (i)
in substitution of  partially or totally, any tax, fee, levy, assessment or
charge hereinabove included within the definition of "real property tax," or
(ii) the nature of which has hereinbefore included within the definition of
"real property tax," or (iii) which is imposed as a result of a transfer,
either partial or total, of Lessor interest in the Corporate Center or which is
added to a tax or charge hereinbefore included within the definition of real
property tax by reason of such transfer or which is imposed by reason of this
transaction, any modifications or changes hereto, or any transfers hereof.

     10.4 JOINT ASSESSMENT. If the Corporate Center is not separately assessed,
Lessee's Share of the real property tax liability shall be an equitable
proportion of the real property taxes for all of the land and improvements
included within the tax parcel assessed, such proportion to be determined by
Lessor from the respective valuations assigned in the assessor's work sheets or
such other information as may be reasonably available. Lessor's reasonable
determination thereof, in good faith, shall be conclusive.

     10.5 PERSONAL PROPERTY TAXES.

          (a) Lessee shall pay prior to delinquency all taxes assessed against
and levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere. When possible, Lessee
shall cause said trade fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor.

          (b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to
Lessee within ten (10) days after receipt of a written statement setting for
the taxes applicable to Lessee's property.

11.  UTILITIES. Lessee shall pay for all water, including sprinkler line, gas,
heat, light, power, telephone, trash removal and other utilities and services
supplied to the Premises, together with any taxes thereon. If any such services
are not separately metered to the Premises, Lessee shall pay at Lessor's
option, either Lessee's share or a reasonable proportion, to be determined by
Lessor, of all charges jointly metered with other premises in the Building.

12.  ASSIGNMENT AND SUBLETTING.

     12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of

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                                       17
<PAGE>   17

Lessee's interest in the Lease or in the Premises, without Lessor's prior
written consent, which Lessor shall not unreasonably withhold. Lessor shall
respond to Lessee's request for consent hereunder in a timely manner and any
attempted assignment, transfer, mortgage, encumbrance or subletting without such
consent shall be void, and shall constitute a breach of this Lease without the
need for notice to Lessee under Paragraph 13.1.

     12.2 LESSEE AFFILIATE. Notwithstanding the provisions of Paragraph 12.1
hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee, or to any corporation resulting from the
merger or consolidation with Lessee, or to any person or entity which acquire
all the assets of Lessee as a going concern of the business that is being
conducted on the Premises, all of which are referred to a "Lessee Affiliate,"
provided that before such assignment shall be effective said assignee shall
assume, in full, the obligations of Lessee under this Lease. Any such assignment
shall not, in any way, affect or limit the ability of Lessee under the terms of
this Lease even if after such assignment or subletting the terms of this Lease
are materially changed or altered without the consent of Lessee, the consent of
whom shall not be necessary.

     12.3 TERMS AND CONDITIONS OF ASSIGNMENT. Regardless of Lessor's consent, no
assignment shall release Lessee of Lessee's obligations hereunder or alter the
primary liability of Lessee to pay the Base Rent and Lessee's Share of Operating
Expenses, and to perform all other obligations to be performed by Lessee
hereunder. Lessor may accept rent from any person other than Lessee pending
approval or disapproval of such assignment. Neither a delay in the approval or
disapproval of such assignment nor the acceptance of rent shall constitute a
waiver or estoppel of Lessor's right to exercise its remedies for the breach of
any of the terms or conditions of this Paragraph 12 or this Lease. Consent to
one assignment shall not be deemed consent to any subsequent assignment. In the
event of default by any assignee of Lessee or any successor of Lessee, in the
performance of any of the terms hereof, Lessee may proceed directly against
Lessee without the necessity of exhausting remedies against said assignee.
Lessor may consent to subsequent assignments of this Lease or amendments or
modifications to this Lease with assignees of Lessee, without notifying Lessee,
or any successor of Lessee, and without obtaining its or their consent thereto
and such action shall not relieve Lessee of liability under this Lease.

     12.4 TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. Regardless of Lessor's
consent, the following terms and conditions shall apply to any subletting by
Lessee of all or any part of the Premises and shall be included in subleases:

         (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income arising from any Sublease heretofore or
hereafter made by Lessee, and Lessor may collect such rent and income and apply
same toward Lessee's obligations under this Lease, provided, however, that until
a default shall occur in the performance of Lessee's obligations under this
Lease may receive, collect and enjoy the rents accruing under such sublease,
lessor shall not, by reason of this or any other assignment of such sublease to
Lessor nor by reason of the collection of the rents from a Sublessee be deemed
liable to the sublessee for any failure of lessee to perform and comply with any
of Lessee's obligations to such Sublessee under such sublease. Lessee hereby
irrevocably authorizes and directs any such sublessee, upon receipt of a written
notice from Lessor stating that a default exists in the performance of Lessee's
obligations under this Lease, to pay to Lessor the rents due and to become due
under the sublease. Lessee agrees that such sublessee shall have the right to
rely upon any such statement and request from Lessor, and that such sublessee
shall pay such rents to Lessor without any obligation or right to inquire as to
whether such default exists and notwithstanding any notice from or claim from
Lessee to the contrary. Lessee shall have no right or claim against such
Sublessee or Lessor for any such rents so paid by said sublessee to Lessor.

         (b) No sublease entered into by Lessee shall be effective unless and
until it has been approved in writing by Lessor. In entering into any sublease,
Lessee shall use only

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                                       18

<PAGE>   18

such form of Sublease as is satisfactory to Lessor, and once approved by Lessor,
such sublease shall not be changed or modified without Lessor's prior written
consent. Any sublessee shall, by reason of entering into a sublease under this
Lease, be deemed, for the benefit of Lessor, to have assumed and agreed to
conform and comply with each and every obligation herein to be performed by
Lessee other than such obligations as are contrary to or inconsistent with
provisions contained in a Sublease to which Lessor has expressly consented in
writing.

         (c) If Lessee's obligations under this Lease have been guaranteed by
third parties, then a Sublease, and Lessor's consent thereto, shall not be
effective unless said guarantors give their written consent to such sublease and
the terms thereof.

         (d) The consent by Lessor to any subletting shall not release Lessee
from its obligations or alter the primary liability of Lessee to pay the rent
and perform and comply with all of the obligations of Lessee to be performed
under this Lease.

         (e) The consent by Lessor to any subletting shall not constitute a
consent to any subsequent subletting by Lessee or to any assignment or
subletting by the sublessee.

However, Lessor may consent to subsequent subletting and assignments of the
Sublease or any amendments or modifications thereto without notifying Lessee or
anyone else liable on the Lease or Sublease and without obtaining their consent
and such action shall not relieve such persons from liability.

         (f) In the event of any default under this Lease, Lessor may proceed
directly against Lessee, any guarantors or any one else responsible for the
performance of this Lease, including the Sublessee, without first exhausting
Lessor's remedies against any other person or entity responsible therefor to
Lessor, or any security held by Lessor or Lessee.

         (g) In the event Lessee shall default in the performance of its
obligations under this Lease, Lessor, at its option and without any obligations
to do so, may require any sublessee to attorn to Lessor, in which event Lessor
shall undertake the obligations of Lessee under such Sublease from the time of
the exercise of said option to the termination of such Sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit
paid by such Sublessee or Lessee or for any other prior defaults of Lessee under
such Sublease.

         (h) Each and every consent required of Lessee under a Sublease shall
also require the consent of Lessor.

         (i) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.

         (j) Lessor's written consent to any subletting of the Premises by
Lessee shall not constitute an acknowledgment that no default then exists under
this Lease of the obligations to be performed by Lessee nor shall such consent
be deemed a waiver of any then existing default, except as may be otherwise
stated by Lessor at the time.

         (k) With respect to any subletting to which Lessor has consented,
Lessor agrees to deliver a copy of any notice of default by Lessee to the
sublessee. Such sublessee shall have the right to cure a default of Lessee
within ten (10) days after service of said notice of default upon such
Sublessee, and the Sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.

     12.5 Attorney's Fees. In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act Lessee proposes to do
then Lessee shall pay Lessor's reasonable attorney's fees incurred in connection
therewith.

                                                               Initials:
                                                                        -------

                                       19
<PAGE>   19

13.  DEFAULT; REMEDIES.

     13.1  Default.  The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Lessee:

          (a)  The vacating or abandonment of the Premises by Lessee prior to
end of the Lease term.

          (b)  The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due.

          (c)  Except as otherwise provided in this Lease, the failure by
Lessee to observe or perform any of the covenants, conditions or provisions of
this Lease to be observed or performed by Lessee, other than described in
Paragraph (b) above, where such failure shall continue for a period of thirty
(30) days after written notice thereof from Lessor to Lessee; provided,
however, that if the nature of Lessee's noncompliance is such that more than
thirty (30) days are reasonably required for its cure, then Lessee shall not be
deemed to be in default if Lessee commenced such cure within said thirty (30)
day period and thereafter diligently prosecutes such cure to completion.

          (d)  (i)  The making by Lessee of any general arrangement or general
assignment for the benefit of creditors; (ii) Lessee becomes a "debtor" as
defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in
the case of a petition filed against Lessee, the same is dismissed within sixty
(60) days after filing thereof); (iii) the appointment of a trustee or receiver
to take possession of all, or substantially all, of Lessee's assets located at
the Premises or of Lessee's interest in this Lease, where possession is not
restored to Lessee within thirty (30) days; or (iv) the attachment, execution
or other judicial seizure of substantially all of Lessee's assets located at
the Premises or of Lessee's interest in this Lease, where such seizure is not
discharged within thirty (30) days. In the event that any provision of this
Paragraph 13.1(d) is contrary to any applicable law, such provision shall be of
no force or effect.

          (e)  The discovery by Lessor that any financial statement given to
Lessor by Lessee, any assignee of Lessee, any subtenant of Lessee, any
successor in interest of Lessee or any guarantor of Lessee's obligation
hereunder, was materially false.

     13.2  Remedies.  In the event of any such material default by Lessee,
Lessor may at any time thereafter, with or without notice or demand and without
limiting Lessor in the exercise of any right or remedy which Lessor may have by
reason of such default:

          (a)  Demand the balance of the Base Rent and all additional rent and
all other sums to which Lessor is entitled hereunder to be due, payable and in
arrears, as if payable in advance hereunder; or

          (b)  This Lease and the Lease term shall, without waiver of Lessor's
other rights and remedies, terminate without any right of Lessee to save the
forfeiture. Any acceleration of the rent by Lessor shall not constitute a
waiver of any right or remedy of Lessor and, if Lessee shall fail to pay the
accelerated rent upon Lessor's demand, then Lessor may thereafter terminate
this Lease, as aforesaid. Immediately upon such termination by Lessor, Lessor
shall have the right to recover possession of the Premises with or without
legal process, breaking locks and replacing locks, and removing Lessee's and
any third party's property therefrom, and making any disposition thereof as
Lessor may deem commercially reasonable.

Following such termination, Lessor shall have the unrestricted right to lease
the Premises or any part thereof to any person and pursuant to any terms as
Lessor may elect, but Lessor shall have no obligations to rent the Premises so
long as Lessor (or any related entity) has other comparable vacant space
available for leasing in the general geographical area of the Premises.

                                                              Initials:


                                       20
<PAGE>   20
For the purpose of such reletting. Landlord may decorate or make repairs,
changes, alterations or additions in or to the Leased Space to the extent
deemed by Landlord desirable or convenient; and the cost of such decoration,
repairs, changes, alterations or additions shall be charge to and be payable by
Lessee as Additional Rent hereunder, as well as any reasonable brokerage and
attorneys fees incurred by Landlord.

          (c) In addition to the aforesaid, Lessor may also proceed as a
secured party under the provision of the Uniform Commercial Code against the
goods in which Lessor has been granted a security interest pursuant to
Paragraph 42 hereof.

          (d) CONFESSION OF JUDGMENT FOR MONEY. LESSEE COVENANTS AND AGREES THAT
IF ANY CHARGE RESERVED IN THIS LEASE AS RENT (INCLUDING ALL ACCELERATIONS OF
RENT PERMISSIBLE UNDER THE PROVISIONS OF THIS LEASE) SHALL REMAIN UNPAID
FIVE (5) DAYS AFTER THE SAME IS REQUIRED TO BE PAID, THEN AND IN THAT EVENT,
LESSOR MAY CAUSE JUDGMENT TO BE ENTERED AGAINST LESSEE, AND FOR THAT PURPOSE
LESSEE HEREBY AUTHORIZES AND EMPOWERS LANDLORD OR ANY PROTHONOTARY, CLERK OF
COURT OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT
AGAINST LESSEE AND AGREES THAT LESSOR MAY COMMENCE AN ACTION PURSUANT TO
PENNSYLVANIA RULES OF CIVIL PROCEDURE NO. 2950 ET SEQ. FOR THE RECOVERY FROM
LESSEE OF ALL RENT HEREUNDER (INCLUDING ALL ACCELERATIONS OF RENT PERMISSIBLE
UNDER THE PROVISIONS OF THIS LEASE) AND/OR FOR ALL CHARGES RESERVED HEREUNDER AS
RENT, AS WELL AS FOR INTEREST AND COSTS AND ATTORNEY'S COMMISSION FOR WHICH
AUTHORIZATION TO CONFESS JUDGEMENT, THIS LEASE, OR A TRUE AND CORRECT COPY
THEREOF, SHALL BE SUFFICIENT WARRANT. SUCH JUDGMENT MAY BE CONFESSED AGAINST
LESSEE FOR THE AMOUNT OF RENT IN ARREARS (INCLUDING ALL ACCELERATIONS OF RENT
PERMISSIBLE UNDER THE PROVISIONS OF THIS LEASE) AND/OR FOR ALL CHARGES RESERVED
HEREUNDER AS RENT, AS WELL AS FOR INTEREST AND COSTS; TOGETHER WITH AN
ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE FULL AMOUNT OF LESSOR'S CLAIM
AGAINST LESSEE. NEITHER THE RIGHT TO INSTITUTE AN ACTION PURSUANT TO
PENNSYLVANIA RULES OF CIVIL PROCEDURE NO. 2950 ET SEQ. NOR THE AUTHORITY TO
CONFESS JUDGMENT  GRANTED HEREIN SHALL BE EXHAUSTED BY ONE OR MORE EXERCISES
THEREOF, BUT SUCCESSIVE COMPLAINTS MAY BE FILED AND SUCCESSIVE JUDGMENTS MAY BE
ENTERED FOR THE AFOREDESCRIBED SUMS FIVE DAYS OR MORE AFTER THEY BECOME DUE AS
WELL AS AFTER THE EXPIRATION OF THE ORIGINAL TERM AND/OR DURING OR AFTER
EXPIRATION OF ANY EXTENSION OR RENEWAL OF THIS LEASE.

          (e) CONFESSION OF JUDGMENT FOR POSSESSION OF REAL PROPERTY. LESSEE
CONVENANTS AND AGREES THAT IF THIS LEASE SHALL BE TERMINATED (EITHER BECAUSE OF
A CONDITION BROKEN DURING THE TERM OF THIS LEASE OR ANY RENEWAL OR EXTENSION
THEREOF AND/OR WHEN THE TERM HEREBY CREATED OR ANY EXTENSION THEREOF  SHALL HAVE
EXPIRED) THEN, AND IN THAT EVENT, LESSOR MAY CAUSE A JUDGMENT IN EJECTMENT TO BE
ENTERED AGAINST LESSEE FOR POSSESSION OF THE PREMISES, AND FOR THAT PURPOSE
LESSEE HEREBY AUTHORIZES AND EMPOWERS ANY PROTHONOTARY, CLERK OF COURT OR
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND TO CONFESS JUDGMENT AGAINST
LESSEE IN EJECTMENT FOR POSSESSION OF THE PREMISES, AND AGREES THAT LANDLORD MAY
COMMENCE AN ACTION PURSUANT TO PENNSYLVANIA RULES OF PROCEDURE NO. 2970 ET SEQ.
FOR THE ENTRY OF AN ORDER IN EJECTMENT FOR THE POSSESSION OF REAL PROPERTY AND
LESSEE FURTHER AGREES THAT A WRIT OF POSSESSION PURSUANT THERETO MAY ISSUE
FORTHWITH, FOR WHICH AUTHORIZATION TO CONFESS JUDGMENT AND FOR THE ISSUANCE OF A
WRIT OR WRITS OF POSSESSION PURSUANT THERETO, THIS LEASE, OR A TRUE AND CORRECT
COPY THEREOF, SHALL BE SUFFICIENT WARRANT. LESSEE FURTHER CONVENANTS AND AGREES,
THAT IF FOR ANY REASON WHATSOEVER, AFTER SAID ACTION SHALL HAVE COMMENCED THE
ACTION SHALL BE TERMINATED AND THE POSSESSION OF THE PREMISES DEMISED HEREUNDER
SHALL REMAIN IN OR BE RESTORED TO LESSEE, LESSOR SHALL HAVE THE RIGHT UPON ANY
SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE AS ABOVE
SET FORTH TO

                                                             Initials:
                                                                      ----------


                                       21
<PAGE>   21

COMMENCE SUCCESSIVE ACTIONS FOR POSSESSION OF REAL PROPERTY AND TO CAUSE THE
ENTRY OF SUCCESSIVE JUDGMENTS BY CONFESSION IN EJECTMENT FOR POSSESSION OF THE
PREMISES.

          (f)  AFFIDAVIT OF DEFAULT.  IN ANY PROCEDURE OR ACTION TO ENTER
JUDGMENT BY CONFESSION FOR MONEY PURSUANT TO SECTION 13.2 (d) HEREOF, OR TO
ENTER JUDGMENT BY CONFESSION IN EJECTMENT FOR POSSESSION OF REAL PROPERTY
PURSUANT TO SECTION 13.2 (e) HEREOF, IF LESSOR SHALL FIRST CAUSE TO BE FILED IN
SUCH ACTION AN AFFIDAVIT OR AVERMENT OF THE FACTS CONSTITUTING THE DEFAULT OR
OCCURRENCE OF THE CONDITION PRECEDENT, OR EVENT, THE HAPPENING OR WHICH
DEFAULT, OCCURRENCE, OR EVENT AUTHORIZES AND EMPOWERS LESSOR TO CAUSE THE ENTRY
OF JUDGMENT BY CONFESSION, SUCH AFFIDAVIT OR AVERMENT SHALL BE CONCLUSIVE
EVIDENCE OF SUCH FACTS, DEFAULTS, OCCURRENCES, CONDITIONS PRECEDENT, OR EVENTS;
AND IF A TRUE COPY OF THIS LEASE (AND OF THE TRUTH OF WHICH SUCH AFFIDAVIT OR
AVERMENT SHALL BE SUFFICIENT EVIDENCE) BE FILED IN SUCH PROCEDURE OR 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.

          (g)  No act or forbearance by Lessor shall be deemed a waiver or
election of any right or remedy by Lessor with respect to Lessee's obligations
hereunder, unless and to the extent that Lessor shall execute and deliver to
Lessee a written instrument to such effect, and any such written waiver by
Lessor shall not constitute a waiver of relinquishment for the future of any
obligation of Lessee.  Lessor's acceptance of any payment from Lessee
(regardless of any endorsement on any check or any writing accompanying such
payment) may be applied by Lessor to Lessee's obligations then due hereunder,
in any priority as Lessor may elect, and such acceptance by Lessor shall not
operate as an accord and satisfaction or constitute a waiver of any right or
remedy of Lessor with regard to Lessee's obligations hereunder.

     13.3 LATE CHARGES.  Lessee hereby acknowledges that late payment by Lessee
to Lessor of Base Rent, Lessee's Share of Operating Expenses or other sums due
hereunder will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain.  Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed on Lessor by the terms of any mortgage covering
the Corporate Center.  Accordingly, if any installment of Base Rent, Operating
Expenses, or any other sum due from Lessee shall not be received by Lessor or
Lessor's designee within five (5) days after such amount shall be due, then,
without any requirement for notice to Lessee, Lessee shall pay to Lessor a late
charge equal to 5% of such overdue amount for each month or part thereof that
said payment is overdue.  The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor will incur by
reason of late payment by Lessee.  Acceptance of such late charge by Lessor
shall in no event constitute a waiver of Lessee's default with respect to such
overdue amount, nor prevent Lessor from exercising any of the other rights and
remedies granted hereunder.  In the event that a late charge is payable
hereunder, whether or not collected, for three (3) consecutive installments of
any of the aforesaid monetary obligations of Lessee, then Base Rent shall
automatically become due and payable quarterly in advance, rather than monthly,
notwithstanding Paragraph 4.1 or any other provision of this Lease to the
contrary.

14.  CONDEMNATION.  If the Premises or any portion thereof or the Corporate
Center are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"),
this Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs.  If more than ten
percent of the floor area of the Premises, or more than twenty-five percent of
that portion of the Common Areas designated as parking for the Corporate Center
is taken by condemnation, Lessee may, at Lessee's option, to be exercised in
writing only within ten (10) days after Lessor shall have given Lessee written
notice of such taking (or in the absence of such notice, within ten (10) days
after the condemning authority shall have taken possession) terminate this
Lease as of

                                                              Initials:
                                                                        ------

                                       22

<PAGE>   22

the date the condemning authority takes such possession if Lessee does not
terminate this Lease in accordance with the foregoing, this Lease shall remain
in full force and effect as to the portion of the Premises remaining, except
that the rent shall be reduced in the proportion that the floor area of the
Premises taken bears to the total floor area of the Premises. No reduction of
rent shall occur if the only area taken is that which does not have the
Premises located thereon. Any award for the taking of all or any part of the
Premises under the power of eminent domain or any payment made under threat of
the exercise of such power shall be the property of Lessor, whether such award
shall be made as compensation for a diminution in value of the leasehold or for
the taking of the fee, or as severance damage; provided, however, that Lessee
shall be entitled to any award for loss of or damages to lessee's trade
fixtures and removable personal property. In the event that this Lease is not
terminated by reason of such condemnation, Lessor shall to the extent of
severance damages received by Lessor in connection with such condemnation,
repair any damage to the Premises caused by such condemnation except to the
extent that Lessee has been reimbursed therefor by the condemning authority.
Lessee shall pay any amount in excess of such severance damages required to
complete such repair.

15.  BROKER'S FEE.

     (a)  Upon execution of this Lease by both parties, Lessor shall pay to
Interland Real Estate Corp. Licensed real estate broker(s), a fee as set forth
in a separate agreement between Lessor and said broker(s), or in the event
there is not separate agreement between Lessor and said broker(s), the sum of
$-0-, for brokerage services rendered by said broker(s) to Lessor in this
transaction.

     (b)  Lessor and Lessee agree that broker(s) is (are) acting as agent only
and will in no case whatsoever be held liable to either part for the
performance of any terms or covenants of this Lease. Furthermore, Lessor and
Lessee represent and warrant to each other that, except as described in
Paragraph 15(a) hereof, it has not employed a broker or real estate agent in
connection with this transaction and each indemnifies and holds the other
harmless from and against all claims and actions, including legal and other
expenses in connection therewith, based on any such dealings by said party.

16.  ESTOPPEL CERTIFICATE.

     (a)  Lessee shall at any time upon not less than ten (10) days prior
written notice from Lessor execute, acknowledge and deliver to Lessor a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, and
(ii) acknowledging that there are not, to the Lessee's knowledge, any uncured
defaults on the part of Lessor, or specifying such defaults if any are claimed.
Any such statement may be conclusively relied upon by any prospective purchaser
or encumbrancer of the Premises or of the business of the Lessor.

     (b)  At the Lessor's option, the failure to deliver such statement within
such time shall be a material default of this Lease by Lessee, without any
further notice to such party, or it shall be conclusive upon such party that (i)
this Lease is in full force and effect, without modification except as may be
represented by Lessor, (ii) there are no uncured defaults in the Lessor's
performance, and (iii) not more than one month's rent has been paid in advance.

     (c)  If Lessor desires to finance, refinance, or sell the Corporate
Center, or any part thereof, Lessee hereby agrees to deliver to any lender or
purchaser designated by Lessor such financial statements of Lessee as may be
reasonably required by such lender or purchaser. Such statements shall include
the past three (3) years' financial statements of Lessee. All such financial
statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposed herein set forth.

                                       23
<PAGE>   23
17. LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Corporate Center, in the event of any transfer
of such title or interest, Lessor herein named (and in case of any subsequent
transfers then the grantor) shall be relieved from and after the date of such
transfer of all liability as respects Lessor's obligations thereafter to be
performed, provided that any funds in the hands of Lessor or the then grantor at
the time of such transfer, in which Lessee has an interest, shall be delivered
to the grantee. The obligations contained in the Lease to be performed by Lessor
shall, subject as aforesaid, be binding on Lessor's successors and assigns, only
during their respective periods of ownership. In any event, Lessor's liability
hereunder shall be unconditionally limited to Lessor's equity in the subject
property.

18. SEVERABILITY. The invalidity of any provision of this Lease as determined by
a court of competent jurisdiction, shall in no way affect the validity of any
other provision hereof.

19. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided, any
amount due to Lessor and not paid when due (a "Delinquent Payment") shall bear
interest, from the date due, at the maximum rate then allowable by law. In
addition, a late fee equal to five (5%) percent of any Delinquent Payment shall
be added to each such Delinquent Payment on the day following the original
payment's due date.

Payment of such late fees and interest shall not excuse or cure any default by
Lessee under this Lease. Interest as aforesaid shall also be due and payable on
late fees properly charged to Lessee hereunder.

20. TIME OF ESSENCE. Time is of the essence with respect to the obligations to
be performed under this lease.

21. ADDITIONAL RENT. All monetary obligations of Lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating
Expenses and insurance and tax expenses payable shall be deemed to be rent.

22. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective. This Lease may be modified in writing only, signed by the
parties in interest at the time of modification. Except as otherwise stated in
this Lease, Lessee hereby acknowledges that neither the real estate broker
listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Corporate Center and Lessee acknowledges that
Lessee assumes all responsibility regarding the Occupational Safety Health Act,
the legal use and adaptability of the Premises and the compliance thereof will
all applicable laws and regulations in effect during the term of this Lease
except as otherwise specifically stated in this Lease.

23. NOTICES. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified mail, return
receipt requested, or by a reputable Private Overnight Courier Service, and if
given personally or by mail, shall be deemed sufficiently given if addressed to
Lessee or to Lessor at the address noted below the signature of the respective
parties, as the case may be. Either party may, by notice to the other, specify a
different address for notice purposes except that upon Lessee's taking
possession of the Premises, the Premises shall constitute Lessee's address for
notice purposes. A copy of all notices required or permitted to be given to
Lessor hereunder shall be concurrently transmitted to such party or parties at
such addresses as Lessor may from time to time hereafter designate by notice to
Lessee.

                                                                Initials:
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                                       24
<PAGE>   24
24.  WAIVERS. No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee. The acceptance of rent
hereunder by Lessor shall not be a waiver of any preceding breach by Lessee of
any provision hereof, other than the failure of Lessee to pay the particular
rent so accepted, regardless of Lessor's knowledge of such preceding breach at
the time of acceptance of such rent.

25.  HOLDING OVER. If Lessee, with Lessor's consent, remains in possession of
the Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, but all Options, if any, granted
under the terms of this Lease shall be deemed terminated and be of no further
effect during said month to month tenancy. During such holdover period, the Base
Rent hereunder shall automatically and immediately increase to one hundred fifty
(150%) percent of the Base Rent of the immediately previous expired Lease term.


26.  CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity.

27.  COVENANTS AND CONDITIONS. Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

28.  BINDING EFFECT: CHOICE OF LAW. Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
Paragraph 17, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the Commonwealth of Pennsylvania and any litigation concerning this
Lease between the parties hereto shall be initiated in Chester County.

29.  SUBORDINATION.

     (a) This Lease, and any Option granted hereby, at Lessor's option, shall
be subordinate to any ground lease, mortgage, or any of the hypothecation or
security now or hereafter placed upon the Corporate Center and to any and all
advances made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof. If any mortgagee or ground
lessor shall elect to have this Lease and any Options granted hereby prior to
the lien of its mortgage, or ground lease, and shall give written notice
thereof to Lessee, this Lease and such Options shall be deemed prior to such
mortgage or ground lease, whether this Lease or such Options are dated prior
or subsequent to the date of said mortgage, or ground lease or the date of
recording thereof.

     (b) Lessee agrees to execute any documents required to effectuate an
attornment, a subordination or to make this Lease or any Option granted herein
prior to the lien of any mortgage, or ground lease, as the case may be.
Lessee's failure to execute such documents within ten (10) days after written
demand shall constitute a material default by Lessee hereunder without further
notice to Lessee or, at Lessor's option, Lessor shall execute such documents on
behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby make,
constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and in
Lessee's name, place and stead, to execute such documents in accordance with
this Paragraph 29(b).

30.  ATTORNEY'S FEES. If either party named herein brings an action to enforce
the terms hereof of declares right hereunder, the prevailing party in any such
action, or trial or appeal, shall be entitled to his reasonable attorney's fees
to be paid by the losing party as fixed by the court.

                                                              Initials:
                                                                        -------

                                       25
<PAGE>   25

31.  ACCESS TO LEASED SPACE.  Lessor, its employees and agents shall have the
right to enter the Leased Space at all reasonable times for the purpose of
examining or inspecting the same, showing the same to prospective purchasers or
tenants of the Building, or mortgagees, and making such alterations, repairs,
improvements or additions to the Leased Space or to the Building as Lessor may
deem necessary or desirable.  Except in case of emergency, any such entry shall
be after reasonable notice to Lessee.  If a representative of Tenant shall not
be present to open and permit entry into the Leased Space at any time when such
entry by Lessor is necessary or permitted hereunder, Lessor may enter by means
of a master key (or forcibly in the event of any emergency) without liability
to Lessee and without such entry constituting an eviction of Lessee or
termination of this Lease.  No locks or similar devices shall be attached to
any doors or windows in the Leased Space without the prior written consent of
Lessor.  No door keys shall be made, other than those provided by Landlord.  If
more than two (2) keys for one lock are desire, Lessor will provide the same
upon payment by Lessee.  All keys must be returned to Lessor at the expiration
or termination of the Lease.

Lessor and Lessor's agents shall have the right to enter the Premises at
reasonable times for the purpose of inspecting the same, showing the same to
prospective purchasers, lenders, or lessees, and making such alterations,
repairs, improvements or additions to the Premises or to the Building of which
they are a part as lessor may deem necessary or desirable.  Lessor may at any
time place on or about the Premises or the Building any ordinary "For Sale"
signs and Lessor may at any time during the last 120 days of the term hereof
place on or about the Premises any ordinary "For Lease" signs.  All activities
of Lessor pursuant to this Paragraph shall be without abatement of rent, nor
shall Lessor have any liability to Lessee for the same.

32.  AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
without first having obtained Lessor's prior written consent.  Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent.

33.  SIGNS.  Lease shall not place any signs upon the Premises or the Corporate
Center without Lessor's prior written consent.  Under no circumstances shall
Lessee place a sign on any roof of the Corporate Center.

34.  MERGER.  The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to
Lessor of any or all of such subtenancies.

35.  CONSENTS.  Except for Paragraph 32 hereof, wherever in this Lease the
consent of one party is required to an act of the other party such consent
shall not be unreasonably withheld or delayed.

36.  GUARANTOR.  In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

37.  QUIET POSSESSION.  Upon Lessee payment the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.  The individuals executing this Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and
legally capable of executing this Lease on behalf of Lessor and that such
execution is binding upon all parties holding on ownership interest in the
Corporate Center.



                                                            Initials:
                                                                     ------



                                       26
<PAGE>   26
38.  OPTIONS.

     38.1 DEFINITION.
          Lessee shall have the right to two, Three-Year Options to renew this
lease. Terms of the renewal (s) are further described in Addendum Number 4
"Option Terms".

     38.2 OPTIONS PERSONAL. Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original lessee
while occupying the Premises who does so without the intent of thereafter
assigning this Lease or subletting the Premises or any portion thereof, and may
not be exercised or be assigned, voluntarily or involuntarily, by or to any
person or entity other than Lessee, provided, however, that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease. The Options, if any, herein granted to Lessee are not assignable
separate and apart from the Lease, nor may any Option be separated from this
Lease in any manner, either by reservation or otherwise.

     38.3 MULTIPLE OPTIONS. In the event that Lessee has any multiple options to
extend or renew this Lease a later option cannot be exercised unless the prior
option to extend or renew this Lease has been so exercised.

     38.4 EFFECT OF DEFAULT ON OPTIONS.

          (a) Lessee shall have no right to exercise an Option, notwithstanding
and provision in the grant of Option to the contrary, (i) during the time
commencing from the date Lessor gives to Lessee a notice of default pursuant to
Paragraphs 13.1(b) or 13.1(c) and continuing until the noncompliance alleged
in said notice of default is cured, or (ii) during the period of time
commencing on the date after a monetary obligation to Lessor is due from Lessee
and unpaid (without any necessity for notice thereof to Lessee) and continuing
until the obligation is paid, or (iii) at any time after an event of default
described in Paragraphs 13.1(a), 13.1(d), or 13.1(e) (without any necessity of
Lessor to give notice of such default to Lessee), nor (iv) in the event that
Lessee has defaulted three or more time unders Paragraph 13.1(b) or Paragraph
13.1(c), whether or not the defaults are cured, during the 12 month period of
time immediately prior to the time that Lessee attempts to exercise the subject
Option.

          (b) The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 38.4(a).

          (c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstandng Lessee's due and
timely exercise of the Option, if, after such exercise and during the term of
the Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee for
a period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence to cure a default specified in Paragraph 13.1(c) within thirty (30)
days after the date that Lessor gives notice to Lessee of such default and/or
Lessee fails thereafter to diligently prosecute said cure to completion, or
(iii) Lessee commits a default described in Paragraph 13.1(a), 13.1(d) or
13.1(e) (without any necessity of Lessor to give notice of such default to
Lessee), or (iv) Lessee defaults three or more times under Paragraph 13.1(b), or
Paragraph 13.1(c), whether or not the defaults are cured.

39.  SECURITY MEASURES. Lessee hereby acknowledges that Lessor shall have no
obligation whatsoever to provide guard service or other security measures for
the benefit of the Premises or the Corporate Center. Lessee assumes all
responsibility for the protection of Lessee, its agents, and invitees and the
property of Lessee and of Lessee's agents and invitees from acts of third
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole
option, from providing security protection for the Corporate Center or any part
thereof, in which event the

                                                              Initials:
                                                                       -------


                                       27
<PAGE>   27
cost thereof shall be included within the definition of Operating Expenses, as
set forth in Paragraph 4.2(b).

40.  EASEMENTS. Lessor reserves to itself the right, from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or desirable,
and to cause the recordation of easements, rights, dedications and restrictions,
so long as such easements, rights, dedications and restrictions do not
unreasonably interfere with the use of the Premises by Lessee. Lessee shall sign
any of the aforementioned documents upon request of Lessor and failure to do so
shall constitute a material default of this Lease by Lessee without the need for
further notice to Lessee.

41.  PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment, and there shall survive the right on the part
of said party to institute suit for recovery of such sum. If it shall be
adjudged that there was no legal obligation on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
the Lease.

42.  SECURITY INTEREST. Lessee hereby grants to Lessor a security interest under
the Uniform Commercial Code in all of Lessee's goods and property in, on, or
about the Premises. Said security interest shall secure unto Lessor the payment
of all rent (and charges collectible or reserved as rent) hereunder which shall
become due under the provisions of this Lease. Lessee hereby agrees to execute,
upon request of Lessor, such financing statements as may be required under the
provisions of the said Uniform Commercial Code to perfect a security interest in
Lessee's said goods and property.

43.  ASSIGNMENT OF RIGHTS. Lessor may, at Lessor's option, assign all its
rights, interest and privileges under this Lease and any Option granted
hereunder, to any mortgagee, or the Chester County Industrial Development
Authority ("CCIDA"), for the benefit of said mortgagee or the CCIDA.

44.  COVENANTS AND WARRANTIES.

     (a)  Lessee covenants and warrants with and to Lessor that:

          (i)  at no time within three years and six months from the date of
this Lease (or if shorter, the term of this Lease, together with all extensions
and renewals thereof) will Lessee or any "related person" to Lessee pay or
incur, or consent to or permit the paying or incurring by others (except
Lessor), of "capital expenditures" with respect to the Premises or any other
"facilities" within the Township of Uwchlan (the "Township"), County of Chester,
Commonwealth of Pennsylvania, the "principal user" of which is Lessee or any
related person to Lessee, or with respect to any "facilities" which are
contiguous to" or "integrated with" any "facilities" so located, without the
prior written consent of the Lessor and the holder of the mortgage on the
Corporate Center.

          (ii) neither Lessee nor any "related person" is a "principal user" of
any "facilities" (other than the Premises) located within the Township, or which
are "contiguous to" or "integrated with" and "facilities" so located, except as
set forth in Table (1) attached hereto and made a part hereof, which Table (1)
contains a complete and accurate description of (A) the aggregate amount of all
capital expenditures" paid or incurred by any person with respect to each listed
facility since January 1, 1980, and (B) any obligation described in Internal
Revenue Code Section 103(b)(6), the proceeds of which were or will be used with
respect to each listed facility, together with an accounting of the face amount
of each such obligation outstanding on and after July 15, 1983; and


                                                                Initials:
                                                                         -------

                                       28
<PAGE>   28
          (iii) at no time from the date of this Lease will Lessee and/or
"related person" become a "principal user" of any "facilities" (other than the
Premises and any "facilities" listed in Table (1)) located within the Township,
or which are "contiguous to" or "integrated with" any "facilities" so located,
without the prior written consent of the Lessor and the holder of the Mortgage
on the Corporate Center.

     (b)  (i)   Lessee shall timely file, with the appropriate District Director
of the Internal Revenue Service, annual supplemental statements which shall list
by date and amount any subsequent Internal Revenue Code Section 103(b)(6)(D)
"capital expenditures", as required by Treasury Regulations 1-103-10(b)(2)
(vi)(c). Lessee shall send copies of such supplemental statements to Lessor
within three (3) days after filing them with the Internal Revenue Service.

          (ii)  Quoted terms in this Section 44 shall have the same meanings as
in Section 103 of the Internal Revenue Code of 1954, as amended, and in the
Regulations, as amended, promulgated pursuant thereto, and in published rulings
and other administrative pronouncements of the Internal Revenue Service, and
private rulings thereof made public.

     (c)  Breach of this Section 44 will constitute a default under this Lease
without notice, notwithstanding anything to the contrary contained in the Lease.
In addition to all other rights and remedies available to Lessor hereunder,
Lessee shall be responsible for and shall indemnify Lessor against any and all
increased costs or expenses of any nature whatsoever incurred in the event such
breach results in the interest payable under Lessor's financing for the
Corporate Center (obtained through CCIDA) being subject to Federal Income Tax,
including, but not limited to, payments of additional or increased interest
under such financing and reasonable attorney's fees.

45.  DEFINITION OF "LESSOR". The word "Lessor" is used herein to include the
Lessor named above and any subsequent owner of such Lessor's interest in the
Corporate Center as well as their respective heirs, personal representatives,
successors and assigns, each of whom shall have the same rights, remedies,
powers, authorities and privileges as it would have had had it originally signed
this Lease as Lessor, including the right to proceed in its own name to enter
judgment by confession or otherwise, but any such person, whether or not named
herein, shall have no liability hereunder after it ceases to hold such interest.
Neither Lessor nor any partner in Lessor shall have any personal liability with
respect to any of the provisions of this Lease, and if Lessor shall default in
the performance of Landlord's obligations under this Lease or otherwise, Lessee
shall look solely to the equity of Landlord in its interest in the Property for
the satisfaction of Lessee's remedies. It is expressly understood and agreed
that Lessor's liability under the terms, covenants, conditions, warranties and
obligations of this Lease shall in no event exceed the loss of Lessor's equity
in its interest in the Property.

46.  AUTHORITY. If Lessee is a corporation, trust, or general or limited
partnership, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of said entity. If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after execution of this
Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

47.  CONFLICT. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions, if any, shall be controlled by the
typewritten or handwritten provisions.

48.  OFFER. preparation of this Lease by Lessor or Lessor's agent and submission
of same to Lessee shall not be deemed an offer to lease. This Lease shall become
binding upon Lessor and Lessee only when fully executed by Lessor and Lessee.


                                                                Initials:
                                                                         -------

                                       29
<PAGE>   29
49.  Addenda. Attached hereto are addenda containing paragraphs 49.1 through
49.5 which constitute a part of this Lease.

     49.1 Addendum No. 1 - Table(1).

     49.2 Addendum No. 2 - Rules and Regulations.

     49.3 Addendum No. 3 - Sanitary Waste Regulation.

     49.4 Addendum No. 4 - Option Terms.

     49.5 Addendum No. 5 - Miscellaneous.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

LESSOR

MARSH CREEK ASSOCIATES ONE


By: Trans Graphic Advertising Associates, Inc.,
    -------------------------------------------
    General Partner

By: /s/ George L. Guerra
    ---------------------------
    George L. Guerra, President

Executed on November 21, 1997

LESSEE

KENSEY NASH CORPORATION

BY: /s/ Joseph W. Kaufmann
    -----------------------------
    Joseph W. Kaufmann, President

Executed on November 20, 1997


                          ADDRESS FOR NOTICES AND RENT

          75 East Uwchian Avenue             55 East Uwchian Avenue

          Suite #110                         Suite #204

          Exton, PA  19341                   Exton, PA  19341



                                                                Initials:
                                                                         -------

                                       30
<PAGE>   30


                                LEASE AMENDMENT


Amendment date:                    January 3, 2000
Lessor:                            Marsh Creek Associates One
Lessee:                            Kensey Nash Corporation
Lease Date:                        November 19, 1996
Premises:                          Suites 200-230
                                   55 East Uwchian Avenue,
                                   Marsh Creek Corporate Center, Exton, PA


LESSOR AND LESSEE HEREBY FURTHER AGREE AS FOLLOWS:

Lessee agrees to exercise the first of it's two Options to Renew for a period
of three years effective January 15, 2000.  The new Termination date of the
Lease Agreement will be November 30, 2005.  Further, Lessor grants to Lessee,
one additional Option to Renew for a period of three years at the rate of
$10.00 per square foot for the three (3) year period.

Lessor agrees that upon signing of this Lease Amendment, Lessor will contract
to have the entire flat roof above Suites #200-230 overlaid with a waterproof
membrane. Lessor also will have the slopped roof portion repainted/refurbished.

Lessor agrees to provide not less than twenty (20) additional parking spaces in
the rear of Lessee's Leased Premises within sixty (60) days of signing this
Lease Amendment.

Lessor will have a sign contractor add the Kensey Nash Corporation name to the
Marsh Creek Corporate Center entry sign within thirty (30) days of signing this
Lease Amendment.

Paragraph 8.7 of the Lease Agreement shall be changed to read as follows:

     Except in the case of a breach or default in the performance of any
obligation under this Lease, each party shall indemnify and hold harmless the
other party and nothing in this lease shall be construed as imposing any
liability on them for any loss, cost, expense (including reasonable attorney's
fees), or any claims, suits, actions or damages arising from the ownership,
use, control or occupancy of any portion of the Project including the Building,
Common Areas, and Premises unless such loss, cost expense, claim, suit or
action is a result of or caused by the negligent acts or omissions of such
other party or its agents, servants, employees, contractors, or invitees.

<PAGE>   31


All other terms and conditions of the subject Lease shall remain unchanged and
in full force and effect.


                                     AGREED
                                     ------

LESSOR
------
MARSH CREEK ASSOCIATES ONE
By: Trans Graphic Advertising Associates, Inc., General Partner


By: /s/ George L. Guerra
   ------------------------------
   George L. Guerra, President

Witness:  /s/ Dorothy M. Wilkie       Date: 2/22/00
        --------------------------------------------------------


LESSEE:
------
KENSEY NASH CORPORATION


By: /s/ Joseph Kaufmann
   ------------------------------
   Joseph Kaufmann, President

Witness:  /s/ Amy H. Wetul            Date: 1/26/00
        --------------------------------------------------------

<PAGE>   32


                  [LETTERHEAD OF MARSH CREEK CORPORATE CENTER]



                                                  Date: February 12, 1999

TO: KENSEY-NASH CORP.
Address of Leased Premises: Suite #201-230, Bldg. #2 at 55 E. Uwchlan Avenue,
                            County of Chester, Exton, Pennsylvania, 19341

Pursuant to the terms and conditions of Lease under which you occupy space in
Marsh Creek Corporate Center, this communication represents Landlord/Lessor
Notice of change(s) in Monthly Rate(s) for rent on above referenced premises.
                  EFFECTIVE DATE OF CHANGE(S): JANUARY 1, 1999

Total Rentable Area
of Phase One:   91,484   (Buildings #1 & 2)
             ------------
          Total Area of Leased Premises:   44,167   s.f.
                                        -----------

<TABLE>
<CAPTION>
                                           CURRENT                          EFFECTIVE
                                             RATE           NEW RATE           RATE
                                          ----------       ----------       ----------
<S>                                       <C>              <C>              <C>
MONTHLY BASE RENT:                        $21,163.35       $21,163.35       $21,163.35 /mo. (A)
                                          ----------       ----------       ----------

Additional Rent(s)
---------------
  COMMON AREA MAINTENANCE (CAM) EXPENSES:
          Insurance                            $0.07 s.f.       $0.08 s.f.
          Grounds Care                         $0.18 s.f.       $0.27 s.f.
          Bldg. Maintenance                    $0.26 s.f.       $0.37 s.f.
          Utilities                            $0.10 s.f.       $0.09 s.f.
          Management Fee                       $0.43 s.f.       $0.47 s.f.
          Parking Lot Maintenance              $0.37 s.f.       $0.04 s.f.
          1998 Expense Overage                 $0.00 s.f.       $0.09 s.f.
                                          ----------       ----------
          TOTAL CAM:                           $1.41 s.f.       $1.41 s.f.  $ 5,189.62 /mo. (B)

  REAL ESTATE TAXES:                           $0.76 s.f.       $0.80 s.f.  $ 2,944.47 /mo. (C)
                                          ----------       ----------       ----------

TOTAL ADDITIONAL RENTS (CAM & RET):            $2.17 s.f.       $2.21 s.f.
                                          ----------       ----------

TOTAL MONTHLY RENT DUE:                                                     $29,297.44 (A+B+C)
                                                                            ----------
</TABLE>