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EXHIBT 10.10

                                 LEASE AGREEMENT




















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                                TABLE OF CONTENTS

ARTICLE                                                               PAGE
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   1.0      RENT & TERMS                                               2

   2.0     SECURITY DEPOSIT                                            6

   3.0     USE                                                         7
                  3.5   Signs                                          8
                  3.6   Protecting Premises                            8
                  3.7  Locks                                           8
                  3.8  Advertising                                     8
                  3.9   Utilities                                      8
                  3.10 Hazardous Materials                             9
                  3.11 Defacing Premises                               9
                  3.12 Overloading                                     10
                  3.13 Obstruction of Common Areas                     10
                  3.14 Nuisances                                       10

    4.0     ALTERATIONS, MAINTENANCE & REPAIRS                         11
                  4.1   By Landlord                                    11
                  4.2   By Tenant                                      11
                  4.6   Carpeting                                      12

    5.0     ASSIGNMENT & SUBLETTING                                    13

    6.0     INSURANCE & INDEMNIFICATIONS                               14

    7.0     MORTGAGES, TITLE, LIENS                                    17
    8.0     EMINENT DOMAIN & DESTRUCTION OF PREMISES 18
    9.0     SURRENDER OF PREMISES                                      21
    10.0   LANDLORD'S REMEDIES                                         23

    11.0   LANDLORD SHALL FURNISH                                      25

    12.0   RIGHTS RESERVED TO LANDLORD                                 26

    13.0   MISCELLANEOUS                                               27
                  13.1   Legal Fees                                    27
                  13.2   Additional Billing                            27
                  13.3  Rent After Termination                         28
                  13.4  Successors & Assigns                           28
                  13.5   Notices                                       28
                  13.6  Entire Agreement 13.11 Option to Renew         29

                  SIGNATURE PAGE                                       30

                           Exhibit "A" - Map                           31

                           Exhibit "B" - Space Plan                    32
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                               THE LEASE AGREEMENT


THIS LEASE, made NOVEMBER 22. 1996 between
                 -----------------


LANDLORD:                Arthur J. Rogers & Co., Agent for the beneficiary
                         pursuant to Trust Agreement  established  with American
                         National Bank, as Trustee,  pursuant to Trust Agreement
                         dated   December  20,  1995  and  known  as  Trust  No.
                         120886-05

TENANT:                  MOLECULAR GERIATRICS CORP. A DELAWARE CORPORATION

BUILDING:                SOUTH

DEVELOPMENT:             ROGERS EXECUTIVE PARKE Exhibit A attached

SQUARE FOOTAGE:          7,500 S.F.

PREMISES:                50 LAKEVIEW PARKWAY - SUITES 110 & 111
                         Vernon Hills, Illinois 60061

TENANT'S SHARE OF
IMPROVEMENTS:            $- 65.000.00*

         *LANDLORD AGREES TO PAY FOR ALL TENANT  IMPROVEMENT  COSTS IN EXCESS OF
$65,000,00, EXCEPT THAT ANY ADDITIONAL COSTS DUE TO SPECIAL REQUIREMENTS IMPOSED
BY THE  VILLAGE  OF  VERNON  HILLS AS A RESULT  OF  TENANT'S  TYPE OF USE OR ANY
REVISIONS  MADE TO THE CURRENT  SPACE PLAN BY TENANT WHICH RESULT IN AN INCREASE
IN COSTS ARE TO BE BILLED TO TENANT IN ADDITION TO THE  $65,000.00.  $165,000.00
OF TENANT IMPROVEMENTS ARE INCLUDED IN LEASE RATE.

         Landlord  hereby  leases to  Tenant,  and  Tenant  hereby  leases  from
Landlord, the Premises described above and in Exhibit A attached hereto and made
a part  hereof.  In  consideration  thereof,  the parties  covenant and agree as
follows:


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                             ARTICLE 1. RENT & TERM

1.0   TERM

        The Lease term is from FEBRUARY 1.1997 to APRIL 30. 2002
                               ---------------    --------------


1.1   RENTAL

         Tenant shall pay to Landlord the sum of FOUR  HUNDRED  FIFTY  THOUSAND,
TWO HUNDRED TWENTY-FIVE and NO/100 DOLLARS ($450,225.00) as rent in installments
as follows:
                  From  2/01/97 to 4/30/97  in monthly  installments  of $ - 0 -
                  From 5/01/97 to 4/30/98 in monthly  installments  of $7,356.25
                  From 5/01/98 to 4/30/99 in monthly  installments  of $7,356.25
                  From 5/01/99 to 4/30/00 in monthly  installments  of $7,356.25
                  From 5/01/00 to 4/30/01 in monthly  installments  of $7,725.00
                  From 5/01/01 to 4/30/02 in monthly installments of $7,725.00

1.2   ADDITIONAL RENT - REAL ESTATE TAXES AND TENANT'S PROPORTIONATE SHARE.

         In  addition  to Fixed  Rent,  Tenant  shall pay to  Landlord  Tenant's
proportionate  share (6.33%) ("Tenant's  Proportionate  Share") of all taxes and
assessments,  general  and  special,  and all other  impositions,  ordinary  and
extraordinary,  of any kind and nature whatsoever (or any substitution thereof),
which may be levied,  assessed or imposed upon the  Development  (as constructed
from time to time) and Tenant's  Proportionate  Share of any and all  reasonable
fees and  expenses  incurred  by  Landlord  in its  efforts to reduce said taxes
(collectively  "Real Estate Taxes").  If Landlord is successful in reducing said
taxes Tenant shall share proportionately in such reduction.

         The Landlord  shall in good faith  estimate the Real Estate Taxes to be
incurred  by the  Landlord  during  each  year of the  Lease  and a sum equal to
one-twelfth  (1/12th) thereof shall be paid by the Tenant each month of the term
of this Lease.

         Payment of additional rental for Tenant's  Proportionate  Share of Real
Estate  Taxes is due  within  ten (10) days  following  Tenant's  receipt of the
invoice.  Late  payments are subject to late charges as included in Section 1.7.
Within ninety (90) days following  receipt of the bill for Real Estate Taxes for
the applicable  year,  Landlord shall furnish the Tenant with a copy of the same
and there shall be an adjustment between the Landlord and Tenant with payment to
or a refund by Landlord,  as the case may be, so that the amount  charged to the
Tenant does not exceed  Tenant's  Proportionate  Share of the Real Estate  Taxes
actually paid.

         Upon the termination of the Lease,  by lapse of time or otherwise,  the
Tenant shall pay Tenant's  Proportionate  Share based upon the actual  amount of
Real Estate Taxes,  if known,  or if not known,  based on an estimate of 110% of
the previous  year's actual Real Estate Taxes prorated for any partial  calendar
year.  This  amount  will be billed and due prior to the last day of  occupancy.
UPON RECEIPT OF THE TAX BILL FOR SUCH PARTIAL  YEAR,  LANDLORD  SHALL REFUND ANY
OVERPAYMENT  TO TENANT.  THIS  OBLIGATION  SHALL SURVIVE THE  TERMINATION OF THE
LEASE.


1.3  ADDITIONAL RENT - COMMON AREA EXPENSES

         Tenant shall pay to the Landlord as  additional  rent for the Premises,
Tenant's  Proportionate  Share (6.33 %) of the expenses  attributable to "Common
Areas"  (hereafter  defined).  Billings  for  additional  rental for Real Estate

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Expenses are due within ten (10) days  following  receipt of the  invoice.  Late
payments  are subject to late  charges as  included in Section  1.7. he Landlord
shall in good faith estimate the "Common Area Expenses"  (hereafter  defined) to
be  incurred  by the  Landlord  during each year of the Lease and a sum equal to
one-twelfth  (1/12th) thereof shall be paid by the tenant each month of the term
of this Lease.

         "Common  Area  Expenses"  shall  mean any and all  reasonable  expenses
incurred by the Landlord in connection with Common Areas within the Building and
Development,  including, but not limited to, snow removal, landscaping, exterior
window washing,  parking lot, roof, exterior wall,  foundation,  sidewalk repair
and maintenance,  cleaning,  fire and extended coverage  insurance and liability
insurance  against  casualties in such Common Areas,  management fees, all other
repairs and  maintenance,  depreciation of any equipment used in maintaining the
Common Area and other  expenses  usually and  customarily  charged to tenants as
Common Area expenses in like  industrial  developments.  LANDLORD SHALL MAINTAIN
THE COMMON AREAS IN GOOD ORDER, CONDITION AND REPAIR.

         Within ninety (90) days  following the end of each calendar year during
the term. of the Lease,  Landlord will furnish Tenant with a Statement of Common
Area  Expenses  prepared and  certified to by an  independent  certified  public
accountant,  which  statement  shall be binding on  Landlord  and Tenant  UNLESS
LANDLORD IS NOTIFIED IN WRITING WITHIN THIRTY (30) DAYS OF TENANT'S  OBJECTIONS.
Any  overpayment  made  by the  Tenant  shall  be  refunded  to  Tenant  and any
underpayment  shall be billed to and paid by Tenant. In the event of any dispute
as to Tenant's  Proportionate  Share of Common Area  Expenses,  the Tenant shall
have the right once each twelve (12)  calendar  month  period,  upon  reasonable
written notice, at its own expense, to inspect the Landlord's accounting records
relative to Common Area Expenses at Landlord's  accounting  office during normal
business hours.  Unless Tenant shall take written exception to any item included
in Common Area Expenses for any period prior to such  inspection  within fifteen
(15) days following such inspection, all previous statements shall be considered
as final and accepted by the Tenant. IN THE EVENT THAT TENANT TAKES EXCEPTION TO
ANY ITEMS,  LANDLORD AND TENANT SHALL JOINTLY APPOINT A CPA WHOSE  DETERMINATION
SHALL BE BINDING ON LANDLORD AND TENANT.  IN THE EVENT THAT TENANT'S  INSPECTION
REVEALS AN OVERCHARGE OF MORE THAN TEN (10%) PERCENT IN THE AGGREGATE,  LANDLORD
SHALL PAY THE COST OF SUCH INSPECTION.

         Upon the termination of the Lease,  by lapse of time or otherwise,  the
Tenant shall pay Tenant's  Proportionate  Share based upon the actual  amount of
Common Area Expenses, if known, or if not known, based on an estimate of 110% of
the  previous  year's  actual  Common  Area  Expenses  prorated  for any partial
calendar  year.  This  amount  will be  billed  and due prior to the last day of
occupancy. If, when billed, the Tenant's Proportionate Share has been estimated,
the Landlord  shall,  upon receipt of the bill for Common Area  Expenses for the
applicable  year  compute  the  actual  amount  payable by the Tenant and either
refund  overpayment or bill the Tenant for  underpayment.  THIS PROVISION  SHALL
SURVIVE THE  TERMINATION OF THIS LEASE. IN NO EVENT SHALL "COMMON AREA EXPENSES"
INCLUDE THE FOLLOWING:

         COSTS OF  LEASING  SPACE TO  TENANTS,  INCLUDING  LEASING  COMMISSIONS,
BUILD-OUT  COSTS;  CAPITAL  EXPENSES;  ANY  FINES  OR LATE  CHARGES  IMPOSED  ON
LANDLORD;  ANY PRINCIPAL,  INTEREST OR GROUND RENT PAYMENT;  ATTORNEY'S  FEES OR
OTHER COSTS IN ENFORCING OTHER LEASES OF THE DEVELOPMENT;  ANY COSTS OF SERVICES
PROVIDED TO OTHER TENANTS OF THE  DEVELOPMENT,  BUT NOT TO TENANT;  ANY SERVICES
RENDERED TO THE  DEVELOPMENT  BY AFFILIATES OF LANDLORD OR THE MANAGING AGENT OF
THE  DEVELOPMENT,  TO THE EXTENT THAT SUCH COST EXCEEDS THE COST THAT WOULD HAVE
BEEN CHARGED BY AN UNRELATED THIRD PARTY; AND COSTS OF SALARIES AND BENEFITS FOR
ANY PERSON ABOVE THE RANK OF DEVELOPMENT MANAGER.

         Billings for additional  rental for Common Area Expenses are due within
ten (10) days  following  receipt of the invoice.  Late  payments are subject to
late charges as included in Section 1.7.

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1.4   DEFINITION OF TENANT'S PROPORTIONATE SHARE

         For  sections  1.2 and 1.3  Tenant's  "Proportionate  Share"  has  been
computed by dividing  118,500 square feet (the total rentable area of the entire
development) into 7,500 SQUARE FEET (the square footage of the leased premises).

1.5   PLACE DUE

         All Fixed Rent,  Tenant's  Proportionate Share of Real Estate Taxes and
Common  Area  Expenses  and other  sums due under  this  Lease  shall be paid to
Landlord at Dept. 77-7258, Chicago, Illinois,  60678-7258 or at such other place
as Landlord may from time to time direct in writing.


1.6   DUE DATE

         Fixed  Rent  is due in  advance  promptly  on the  first  day of  every
calendar month and Tenant's  Proportionate Share of Real Estate Taxes and Common
Area  Expenses is due  promptly  as  provided  in  Sections  1.2 and 1.3 without
offset.  If the Lease commences and/or  terminates on other than the last day of
the month, a prorated  monthly  installment  shall be calculated  based on a PER
DIEM BASES.


1.7   LATE CHARGE ON PAST DUE RENT

         If rents are  received  later  than TEN (10)  days  after the due date,
Tenant  shall pay on demand a late charge equal to five percent (5%) of the late
installment, and five percent (5%) each month thereafter until paid in full.


1.8   PRIOR OCCUPANCY

         If Tenant  occupies the leased  Premises  prior to the beginning of the
term with Landlord's consent,  all the provisions of this Lease shall be in full
force  commencing at such occupancy.  Rent for such period shall be based on the
above schedule; a prorated monthly installment shall be calculated on a PER DIEM
BASIS.


1.9  DELAYED OCCUPANCY

         In the event that Landlord is prevented from completing the alterations
and improvements described in Exhibit "B" due to the failure of the prior tenant
to surrender  possession of the premise to the Landlord,  work stoppages,  labor
controversies,  accidents  or other  causes  beyond  the  reasonable  control of
Landlord,  Landlord shall not be liable to Tenant for damages by reason thereof,
nor shall  Tenant be relieved  from any  obligation  under this  Lease,  but the
rental  shall be  abated  based  on the  above  schedule  (a  pro-rated  monthly
installment  shall be calculated on a PER DIEM BASIS) until the said alterations
and  improvements  are  completed.  In such event,  the term of this Lease shall
automatically  be extended  so as to include the full number of months  provided
for by this Lease.

         IN THE EVENT  THAT  LANDLORD  FAILS ON OR BEFORE  FEBRUARY  15,1997  TO
DELIVER THE PREMISES WITH ALL OF THE ALTERATIONS AND IMPROVEMENTS  SUBSTANTIALLY
COMPLETED  (EXCEPT FOR PUNCH LIST ITEMS),  AND PROVIDED  TENANT HAS DELIVERED TO
LANDLORD THREE (3) COPIES OF THE EXECUTED LEASE ALONG WITH FINAL APPROVAL OF THE
FLOOR PLAN BY NOVEMBER  25.  1996,  CONFIRMATION  ON ALL  ELECTRICAL,  PLUMBING,
PIPING FOR AIR LINE,  FLOOR  FINISHES,  ABOVE  STANDARD HVAC AND EXHAUST  SYSTEM
REQUIREMENTS,  TOGETHER WITH ALL MATERIAL  SAFETY DATA SHEETS FOR CHEMICALS USED
OR STORED, AND WAREHOUSE RACKING LAYOUT (IF ANY) BY NOVEMBER 27. 1996.  LANDLORD
SHALL PAY TO TENANT'S  CURRENT LANDLORD ANY HOLDOVER COSTS WHICH MAY BE INCURRED
BY TENANT AS A RESULT OF THE DELAYED OCCUPANCY  BEGINNING FEBRUARY 16.1997 UNTIL

<PAGE>

SUCH TIME AS PREMISES IS  AVAILABLE  FOR  OCCUPANCY  UNLESS  DELAY WAS CAUSED BY
TENANT,  THE VILLAGE OF VERNON HILLS, OR OTHER  CONDITIONS WHICH WERE BEYOND THE
CONTROL  OF  LANDLORD.  SUCH  PAYMENT  OF  HOLDOVER  COSTS  SHALL NOT EXCEED ONE
THOUSAND ($1,000.00) DOLLARS PER DAY.



                           ARTICLE 2. SECURITY DEPOSIT

2.1      SECURITY DEPOSIT

         Tenant  shall  deposit  with  Landlord,  upon  complete  execution  and
delivery of this Lease, the below-listed amount to be held by Landlord,  without
obligation  to pay interest,  as security for tenant's  covenant to pay the rent
and  perform  all other  obligations  required  under  the terms and  provisions
thereof.  Landlord may  commingle  the security  deposit with other funds of the
Landlord. In the event of any default on the part of Tenant, Landlord shall have
the right to apply such security deposit,  or any portion thereof,  to cure such
default.  In the  event  the  security  deposit  is  reduced  by  reason of such
application,  then within five (5) days after notice from Landlord, Tenant shall
deposit  with  Landlord  such sum as may be  necessary  to restore the  security
deposit to its original  amount.  Landlord  shall  refund the  security  deposit
without  deduction to Tenant  within thirty (30) days after the  termination  of
this Lease,  but if the security deposit had been reduced to cure any default on
the part of Tenant and has not been  restored to its original  amount,  only the
remainder  of the  security  deposit,  if any,  shall be refunded to Tenant upon
termination of this Lease.

2.2   SECURITY DEPOSIT AMOUNT:  $14,712.50

2.3   SECURITY DEPOSIT TRANSFER

         If the Premises or Building is sold or otherwise  conveyed by Landlord,
the security  deposit may be  transferred  to Landlord's  successor,  and if so,
Tenant hereby releases  Landlord from any and all liability with respect to said
deposit and its application or return.


                                 ARTICLE 3. USE

3.1     USAGE

Tenant shall use and occupy the Premises  for  LABORATORY  AND OFFICE and for no
other purposes.


3.2   LAWS & REGULATIONS

         Tenant shall use and occupy the  Premises  and Common Areas  subject to
the terms and conditions of this Lease,  Tenant's compliance with the applicable
laws,   ordinances,   and  regulations  of  any  governmental   agencies  having
jurisdiction  over the Tenant's  business,  the Building,  Common Areas, and the
Premises,  and in compliance with the reasonable  rules and regulations that the
Landlord will prescribe from time to time.


3.3  COMMON AREAS

         For so long as  Tenant  is not in  default,  Landlord  grants  Tenant a
nonexclusive  revocable  (in the event of default)  license to use and occupy in
common with others entitled thereto the Common Areas,  which include  sidewalks,
entrances, loading docks, parking areas, driveways, service roads, and any other
areas or facilities which Landlord,  in its sole  discretion,  may designate for
common use ("Common Areas").

<PAGE>

3.4  QUIET ENJOYMENT

         For so long as Tenant is not in default,  Tenant  shall  peaceably  and
quietly hold and enjoy the Premises for the term of the Lease without  hindrance
or interruption by Landlord, subject nevertheless to the terms and conditions of
this Lease.

3.5   SIGNS

         A sign  containing  Tenant's  name,  of a size and design  approved  by
Landlord,  may be placed on the front door entering the Premises and at the rear
door of the  Premises.  No  other  sign  shall  be  affixed  to any  part of the
building. Tenant's sign shall be installed by the Landlord at Tenant's expense.


3.6   PROTECTING PREMISES

         Before leaving the Premises unattended, Tenant shall close and securely
lock all doors or other means of entry to the Premises and turn off non-required
utilities in the Premises.


3.7   LOCKS

         Tenant  shall not  place  additional  locks  upon any door or window or
change existing locks without the written consent of the Landlord.  Landlord may
remove such locks,  and the Tenant  shall pay for any damages to the door or its
jamb. Duplicate keys are to be provided only by the Landlord,  the cost of which
shall  be  paid  by the  Tenant.  LANDLORD  ACKNOWLEDGES  THAT  TENANT  WILL  BE
INSTALLING, AT TENANT'S EXPENSE, A SECURITY SYSTEM IN THE PREMISES. TENANT SHALL
REMOVE SUCH SYSTEM, AT TENANT'S EXPENSE, UPON THE TERMINATION OF THIS LEASE.


3.8   ADVERTISING

         Tenant  shall not in any  manner use the name of the  Building  for any
purpose  other  than that of the  business  address  of the  Tenant,  or use any
picture or likeness of the Building  without the express  written consent of the
Landlord.


3.9    UTILITIES

         The Tenant shall pay for all electricity,  gas, water, sewer, telephone
and other utilities, including that used for heating and air conditioning, which
are used in the  Premises  during the lease term.  Tenant shall not overload the
electrical wiring of the Premises.  All electric wiring and other utility piping
must be connected as directed by the  Landlord.  No boring,  drilling or cutting
for wires is permitted without the Landlord's written consent.  Landlord, at its
cost, will provide one "50 pair" telephone cable to the Premises and Tenant,  at
its expense, shall extend all telephone wiring within the Premises in accordance
with plans and specifications and by contractors approved by Landlord.


3.10 HAZARDOUS MATERIALS OR OPERATIONS

         (A)      LANDLORD   ACKNOWLEDGES  THAT  TENANT  USES  MATERIALS  DEEMED
                  "HAZARDOUS" UNDER APPLICABLE LAW IN THE ORDINARY COURSE OF ITS
                  BUSINESS,  AND THAT SUCH HAZARDOUS SUBSTANCES WILL BE USED AND
                  STORED IN THE  PREMISES.  TENANT SHALL  PROVIDE  LANDLORD WITH
                  MATERIAL  SAFETY DATA SHEETS ON ALL SUCH  MATERIALS AS WELL AS
                  INFORMATION  ON HOW THEY WILL BE  STORED  AND  DISPOSED  OF BY
                  NOVEMBER 27. 1996.

<PAGE>


         (B)      Tenant agrees to comply with all applicable laws, statutes and
                  ordinances  concerning toxic or hazardous  waste,  material or
                  substance  and any rules and  regulations  promulgated  by the
                  Metropolitan Sanitary District of Illinois,  Federal and State
                  Environmental  Protection  Agencies  AND THE VILLAGE OF VERNON
                  HILLS,  and other agencies of government  having  jurisdiction
                  over such matters;

         (C)      Tenant agrees to indemnify and hold harmless the Landlord from
                  any and all liability, cost and expense,  including attorneys'
                  fees,  in connection  with  complying  with any  environmental
                  laws,  statutes and ordinances,  or any regulation or rules of
                  the Metropolitan  Sanitary  District or Illinois,  Federal and
                  State  Environmental  Protection Agencies or other agencies of
                  government  as a  result  of  Tenant's  use of  the  Building,
                  Premises and Common Areas.

         The  agreements  contained  herein  are a material  inducement  for the
Landlord to lease the premises to the Tenant and shall  survive the  termination
of this Lease, whether by lapse of time or otherwise.


3.11 DEFACING PREMISES

         Tenant shall not place  anything or allow  anything to be placed in the
Premises near the glass of any other door,  partition,  wall or window which may
be unsightly from outside the Premises,  and Tenant shall not place or permit to
be placed any article of any kind on any window ledge or on the exterior  sills.
Tenant shall not do any painting or decorating  in the Premises or make,  paint,
cut or drill into,  drive nails,  screws or other  fasteners  into or in any way
deface any part of the Premises or the Building  without the written  consent of
Landlord, EXCEPT FOR DECORATING, PICTURE HANGING AND MINOR COSMETIC ALTERATIONS.

3.12 OVERLOADING

         Tenant shall not overload any floor or hang any object from the ceiling
or roof supports.


3.13 OBSTRUCTION OF COMMON AREAS

         Tenant,  its  agents  and  suppliers  shall  not  permit   merchandise,
supplies,  equipment  or other  effects  to be left in the  Common  Areas of the
Building,  except  with  Landlord's  permission  and  if  required  by  fire  or
sanitation regulations.


3.14 NUISANCES

        Without the written permission of Landlord, Tenant shall not:

a)   use the Premises for housing, lodging or sleeping purposes;

b)   permit  preparation  of food in the  Premises  or permit food to be brought
     into the Premises for consumption therein (warming of coffee and individual
     lunches and snacks of employees excepted);
c)   place any antenna on the roof or on or in any part of the inside or outside
     of the Building other than the inside of the Premises;
d)   operate or permit to be  operated  any  musical or sound  device  inside or
     outside the Premises which may be heard outside the Premises;
e)   operate any electrical device from which may emanate electrical waves which
     may interfere with or impair radio or television  broadcasting or reception
     from or in the Building or elsewhere;
<PAGE>

f)   make  or  permit  any  objectionable  noise  or odor to  emanate  from  the
     Premises;
g)   do  anything  in or about the  Building  tending  to create or  maintain  a
     nuisance or do any act tending to injure the reputation of the Building;
h)   bring or permit to be in the  Building  any animal or bird (except a dog in
     the company of a blind person) and except for laboratory  rodents  properly
     contained;
i)   Tenant  shall not permit the  storage  or repair of any  motorized  vehicle
     inside or outside the Premises.


                   ARTICLE 4. ALTERATIONS. MAINTENANCE & REPAIR


4.1  ALTERATIONS BY LANDLORD

         Landlord  agrees  to  make  the  alterations  and  improvements  to the
Premises and to prepare the same for Tenant's  occupancy as described on Exhibit
B, if any.


4.2   ALTERATIONS BY TENANT

         EXPECT AS SET FORTH IN SECTION  3.11 ABOVE,  Tenant  shall not make any
installation  or  alteration  in or  improvement,  addition or demolition to the
Premises without the prior written  approval of Landlord,  and if Landlord shall
approve,  all such work is subject to any  reasonable  restrictions  to preserve
intact the architectural design and structural  integrity of the Building.  Such
work shall be  performed  at the  Tenant's  expense by  employees of or licensed
contractors  approved  or  employed  by  the  Landlord  and in  accordance  with
applicable regulations and codes.


4.3   OWNERSHIP OF ALTERATIONS

         All  installations,  alterations,  improvements  or  additions  to  the
Premises  (other than  Tenant's  personal  property,  SECURITY  SYSTEM and trade
fixtures)  made by the Landlord or Tenant shall become the  Landlord's  property
and shall remain in or upon the Premises upon termination of the Lease except as
provided in Article 9.


4.4   MAINTENANCE & REPAIRS

         Landlord shall keep the Building  including the roof,  exterior  walls,
foundations  and the Common Areas in good  condition  and repair with the Tenant
obligated  for  Tenant's  Proportionate  Share  per  Section  1.3.  The  cost of
maintenance  or repairs  wholly or partially  caused by the negligence or act of
the Tenant or any of its agents, visitors, licensees or employees or by Tenant's
breach of any  provision  of this  Lease  shall be borne by the  Tenant,  UNLESS
COVERED BY INSURANCE.

4.5   MAINTENANCE BY TENANT

         Tenant, at its own expense,  shall keep the interior of the Premises in
good repair, decorated and in tenantable condition during the entire term of the
Lease and shall promptly and adequately  repair all damage to the Premises using
labor and material  approved by Landlord (SUCH  APPROVAL NOT TO BE  UNREASONABLY
withheld).  Tenant  shall  repair and  maintain AND (AFTER THE FIRST YEAR OF THE
LEASE TERM, PROVIDED TENANT HAS PERFORMED ROUTINE  MAINTENANCE) the heating, air

<PAGE>

conditioning,  ventilating,  electrical,  plumbing equipment and services within
the Premises; Landlord represents and warrants that all of the foregoing systems
and equipment  shall be in good working order on the  commencement  date AND FOR
ONE (1) YEAR  THEREAFTER.  In the event  Tenant  fails or  refuses  to  maintain
Premises or make such  repairs or  replacements,  Landlord may (but shall not be
obligated  to),  following  five (5) days  prior  written  notice to Tenant  and
Tenant's failure to cure within such period,  make such repairs or replacements,
and the cost thereof shall be considered additional rent, payable by Tenant upon
demand.


4.6   CARPETING

         Tenant shall  provide and maintain hard surface  protective  mats under
all desk  chairs to avoid  excessive  wear and tear to carpets.  During  moving,
carpeting is to be protected by a hard surface  protective  covering.  If Tenant
fails to so provide,  the cost of carpet repair or replacement  shall be charged
to and paid for by the Tenant.


4.7   CONDITION OF PREMISES

         The  Tenant's  acceptance  of  possession  of  the  premises  shall  be
conclusive  evidence  that the Premises and Building were then in good order and
satisfactory  condition,  EXCEPT  FOR (I)  ITEMS ON A WRITTEN  PUNCH  LIST TO BE
PREPARED  JOINTLY BY  REPRESENTATIVES  OF LANDLORD  AND TENANT PRIOR TO TENANT'S
ACCEPTANCE OF POSSESSION AND WHICH SHALL BE COMPLETED BY LANDLORD  WITHIN THIRTY
(30) DAYS AFTER TENANT'S ACCEPTANCE OF POSSESSION, SUBJECT TO FORCE MAJEURE, AND
(II) LATENT DEFECTS.

                ARTICLE 5. ASSIGNMENT & SUBLETTING

5.1 ASSIGNMENT & SUBLETTING

         Tenant shall not assign or pledge this Lease or sublet the whole or any
part of the Premises,  whether voluntarily or by operation of law, or permit the
use or occupancy of the Premises by anyone other than Tenant,  without the prior
written  consent  of  Landlord,  which  shall not be  unreasonably  withheld  or
delayed.  Such  restrictions  shall be binding upon any assignee or subtenant to
which  Landlord has  consented.  Notwithstanding  any  permitted  assignment  or
subletting, Tenant shall at all times remain fully liable for the payment of the
rent specified herein and for compliance with all of its other obligations under
the terms, provisions and covenants of this Lease.


5.2   WRITTEN NOTICE

         The  Tenant  shall give  written  notice to  Landlord  of the desire to
sublet.


5.3   COLLECTION OF RENT

         Landlord  may, at its option,  collect  directly  from such assignee or
subtenant all the rents under such  assignment or sublease.  No such  collection
shall be  construed  to  constitute  a novation  or a release of Tenant from the
further performance of Tenant's obligations hereunder.


5.4   LANDLORD'S OPTION

         In addition to but not in limitation of Landlord's  right to approve of
any subtenant,  Landlord shall have the option,  in its sole discretion,  in the
event of any proposed  subletting of less than the entire  Premises,  to release
Tenant from all  liability  as to that part of  Premises so sublet or  assigned,
effective as of the date that such Sublessee or Assignee  shall take  possession
thereof.  If Landlord exercises such option,  Landlord shall give Tenant written
notice within thirty (30) days following  Landlord's  receipt of Tenant's notice

<PAGE>

of its intention to sublet and requesting  Landlord's  approval thereof.  In the
event that Landlord  elects to terminate  this Lease as a part of Premises,  the
rent required to be paid therefor  during the unexpired  term hereof shall abate
based upon the ratio that the total  square  footage of the part of the Premises
so sublet bears to the total original square footage of the Premises.

5.5  COMMISSIONS

         Notwithstanding  the  provisions  of  Section  5.4,  Tenant  shall,  at
Tenant's sole cost and expense, discharge in full any outstanding commissions or
obligations which may be due to any real estate broker retained by Tenant or its
assignee or sublessee by reason of any  assignment  or subletting of Premises or
any part  thereof  with the  consent  of  Landlord.  LANDLORD  AGREES TO PAY ALL
COMMISSION  DUE TO KORMAN.  LEDERER & ASSOCIATES IN CONNECTION  WITH THE INITIAL
TERM OF THIS LEASE.


5.6  ASSIGNMENTS TO SUCCESSOR CORPORATION

         Notwithstanding  the  provisions of the above  paragraphs,  Tenant may,
without Landlord's consent,  assign this Lease to any corporation  succeeding to
substantially  all the business  and assets of Tenant by merger,  consolidation,
purchase of assets or to any  corporation  or entity  which is a  subsidiary  or
division of Tenant,  provided that the following  conditions are satisfied:  (a)
the total assets and net worth of such  assignee  shall be equal to or more than
that of Tenant immediately prior to such transactions; (b) Tenant is not then in
default hereunder;  and (c) such successor shall execute and deliver to Landlord
an instrument  in writing fully  assuming all the  obligations  and  liabilities
imposed upon Tenant  hereunder,  together with copies of  appropriate  financial
reports of the successor corporation.



                        ARTICLE 6. INSURANCE & INDEMNIFICATIONS


6.1  INSURANCE

         Tenant shall, at its sole cost and expense, maintain insurance coverage
insuring  Tenant's  personal  property  against  any loss or  damage  by  perils
generally  included  in Fire  and  Extended  Coverage  Insurance  policies  and,
further,  shall  procure and maintain  adequate  Public  Liability  and Property
Damage insurance and Workmen's  Compensation  insurance of statutory  limits. At
the request of Landlord,  Tenant shall furnish  Certificates  of such  insurance
policies,  which  Certificates  shall  provide  for not less than ten (10) days'
prior notice to Landlord in the event of cancellation  or material  modification
thereof.

         LANDLORD  SHALL  MAINTAIN AT ALL TIMES DURING THE LEASE TERM,  FIRE AND
EXTENDED  COVERAGE  INSURANCE FOR THE FULL  REPLACEMENT COST OF THE DEVELOPMENT,
AND HAVING A DEDUCTIBLE OF NOT MORE THAN TEN THOUSAND  ($10,000.00)  DOLLARS PER
OCCURRENCE.  LANDLORD  SHALL ALSO  MAINTAIN  AT ALL TIMES  DURING THE LEASE TERM
GENERAL  LIABILITY  INSURANCE  HAVING  LIMITS  OF  NOT  LESS  THAN  TWO  MILLION
($2,000,000.00)  DOLLARS PER OCCURENCE,  PLUS AN UMBRELLA  LIABILITY OF NOT LESS
THAN ONE MILLION ($1,000,000.00) DOLLARS.

6.2   INCREASE IN INSURANCE PREMIUMS

         In the event of any increase in the Landlord's  insurance  premiums due
to the unusual  nature or  hazardous  operation of the  Tenant's  business,  the
Tenant  shall pay  Landlord an amount  equal to the  increase of said  insurance
premium  provided,  however,  that this  Section 6.2 shall not be deemed to be a
waiver of the right of Landlord to  prohibit  any use of Premises  other than as
specified in Section 3.1.

<PAGE>

6.3  DAMAGE BY TENANT

         Tenant  agrees  to pay  for all  damage  done  to the  Premises  or the
Building by Tenant and its  officers,  agents and  employees or any other person
permitted in the Premises by Tenant,  other than same resulting from  Landlord's
acts, agents and employees, or negligence.


6.4   INSURANCE REGULATIONS

         Tenant, at its sole expense, shall comply with any and all requirements
of any  insurance  organization  or company  necessary  for the  maintenance  of
reasonable  Fire and Public  Liability  insurance  covering the Premises and the
Building.


6.5   INDEMNIFICATION

         Tenant will  indemnify  and defend and hold  harmless  Landlord and its
beneficiaries,  agents, representatives,  and employees from and against any and
all claims,  actions,  damages,  liability and expense with respect to injury to
persons, including loss of life and damage to property including the loss of use
thereof  arising from or out of any  occurrence  in, upon, or at the Premises or
the  Building,  or the  occupancy  or use by Tenant of the  Premises or any part
thereof,  or the Building or any part thereof,  occasioned  wholly or in part by
any act or omission of Tenant, its agents, contractors,  employees, invitees and
servants, provided, however, that same shall not have been caused by or resulted
from Landlord's acts,  agents and employees,  or negligence.  SUBJECT TO SECTION
6.7 BELOW, in the event Landlord is made party to any litigation commenced by or
against Tenant,  then Tenant shall indemnify,  defend and hold Landlord or their
agents, successors,  representatives, and employees harmless therefrom and shall
pay all costs,  expenses and reasonable attorney's fees incurred or paid by them
or any of them in connection  with such  litigation,  other than same  resulting
from Landlord's acts, agents and employees, or negligence.

         LANDLORD WILL  INDEMNIFY  AND DEFEND AND HOLD  HARMLESS  TENANT AND ITS
BENEFICIARIES,  AGENTS, REPRESENTATIVES,  AND EMPLOYEES FROM AND AGAINST ANY AND
ALL CLAIMS,  ACTIONS,  DAMAGES,  LIABILITY AND EXPENSE WITH RESPECT TO INJURY TO
PERSONS, INCLUDING LOSS OF LIFE AND DAMAGE TO PROPERTY INCLUDING THE LOSS OF USE
THEREOF  ARISING FROM OR OUT OF ANY  OCCURRENCE  IN, UPON, OR AT THE PREMISES OR
THE  BUILDING,  OR THE  OCCUPANCY OR USE BY LANDLORD OF THE PREMISES OR ANY PART
THEREOF,  OR THE BUILDING OR ANY PART THEREOF,  OCCASIONED  WHOLLY OR IN PART BY
ANY ACT OR OMISSION OF LANDLORD, ITS AGENTS,  CONTRACTORS,  EMPLOYEES,  INVITEES
AND  SERVANTS,  PROVIDED,  HOWEVER,  THAT SAME SHALL NOT HAVE BEEN  CAUSED BY OR
RESULTED FROM TENANT'S  ACTS,  AGENTS AND EMPLOYEES,  OR NEGLIGENCE.  SUBJECT TO
SECTION 6.7 BELOW, IN THE EVENT TENANT IS MADE PARTY TO ANY LITIGATION COMMENCED
BY OR AGAINST LANDLORD, THEN LANDLORD SHALL INDEMNIFY, DEFEND AND HOLD TENANT OR
THEIR AGENTS, SUCCESSORS,  REPRESENTATIVES, AND EMPLOYEES HARMLESS THEREFROM AND
SHALL PAY ALL COSTS, EXPENSES AND REASONABLE ATTORNEY'S FEES INCURRED OR PAID BY
THEM OR ANY OF  THEM  IN  CONNECTION  WITH  SUCH  LITIGATION,  OTHER  THAN  SAME
RESULTING FROM TENANT'S ACTS, AGENTS AND EMPLOYEES, OR NEGLIGENCE.


6.6   NON-LIABILITY OF LANDLORD

         Landlord shall not be liable for any damage to property of Tenant or of
others located on the Premises or elsewhere in the Building, nor for the loss of
or damage to any property of Tenant or of others by theft or  otherwise,  unless
caused by or resulting from the acts or negligence of Landlord, OR ITS agents or
employees.  SUBJECT TO SECTION 6.7 BELOW,  Landlord  shall not be liable for any
injury or damage to persons or property resulting from fire, explosion,  falling
plaster,  gas,  electricity,  water,  rain or snow  leaks  from  any part of the
Premises or elsewhere in the Building or leak backups from the pipes, appliances
or plumbing works or from the roof, street or subsurface or from any other place
or by dampness or by any other cause of  whatever  nature,  UNLESS  CAUSED BY OR
RESULTING  FROM THE ACTS OR  NEGLIGENCE  OF LANDLORD,  ITS AGENTS OR  EMPLOYEES.

<PAGE>

Landlord  shall not be liable  for any such  damage  caused by other  tenants or
persons in the  Premises or  elsewhere  in the  Building,  occupants of adjacent
property of the Building or the public or caused by construction operations. All
property of Tenant kept or stored on the  Premises or  elsewhere in the Building
shall be so kept or stored at the risk of Tenant  only,  and  Tenant  shall hold
Landlord  harmless from any claims arising out of damage to the same unless such
damage shall be caused by the willful act or gross  neglect of Landlord,  agents
and employees, or negligence.


6.7   MUTUAL WAIVER OF SUBROGATION RIGHTS

         Except for  Landlord's  negligence,  OR THE  NEGLIGENCE  OF  LANDLORD'S
agents OR employees,  IF ANY loss, cost,  damage or expense resulting from fire,
explosion  or any other  casualty  is  incurred by either of the parties to this
Lease in connection  with the Premises or the  Building,  and such party is then
covered  (OR IS  REQUIRED  BY THIS LEASE TO BE  COVERED)  in whole or in part by
insurance with respect to such loss, cost, damage or expense,  then the party so
insured (OR REQUIRED TO BE SO INSURED)  hereby releases the other party from any
liability it may have on account of such loss, cost,  damage,  or expense to the
extent of any  amount  recovered  (OR THAT COULD  HAVE BEEN  RECOVERED  HAD SUCH
INSURANCE  BEEN IN FORCE) by reason of such  insurance  and  waives any right of
subrogation  which might  otherwise  exist in or accrue to any person on account
thereof,  provided  that such  release of  liability  and waiver of the right or
subrogation  shall not be operative  in any case where the effect  thereof is to
invalidate such insurance  coverage or increase the cost thereof  (provided that
in the case of  increased  cost,  the other  party  shall have the right  within
thirty (30) days following written notice to pay such increased cost,  thereupon
keeping such release and waiver in full force and effect).


6.8   INTERRUPTION OF SERVICES

         Landlord  does not warrant  that any of the  services to be provided by
Landlord  pursuant to Article 11 following,  or any other service to be provided
by  Landlord  will be free  from  interruptions  caused  by  repairs,  renewals,
improvements,   changes  of   service,   alterations,   work   stoppage,   labor
controversies,  accidents, inability to obtain fuel, electricity, water supplies
or other cause beyond the reasonable  control of Landlord.  No such interruption
of service  shall be deemed an  eviction  or  disturbance  of  Tenant's  use and
possession of the Premises or any part  thereof,  or render  Landlord  liable to
Tenant for damages,  by abatement of rent or otherwise,  or relieve  Tenant from
performance of Tenant's  obligations under this Lease, EXCEPT THAT (I) INABILITY
OF LANDLORD TO PAY FOR ANY SERVICE OR MATERIALS SHALL NEVER EXCUSE LANDLORD FROM
ITS OBLIGATIONS UNDER THIS LEASE, AND (II) IN THE EVENT THAT ANY INTERRUPTION OF
SERVICE  LASTS FOR MORE THAN THREE (3) BUSINESS DAYS AND  MATERIALLY  INTERFERES
WITH TENANT'S BUSINESS OPERATIONS, THEN RENT AND ADDITIONAL RENT HEREUNDER SHALL
ABATE UNTIL SUCH SERVICE IS RESTORED.

                  Tenant hereby waives and releases all claims against  Landlord
for damages for interruption or stoppage of service.


                             ARTICLE 7. MORTGAGES. TITLE. LIENS


7.1  MORTGAGES - SUBORDINATION

         This Lease Agreement and the rights of Tenant pursuant hereto shall, at
all times,  be subject and  subordinate  only to the lien of a first mortgage at
any time placed on the  Building or  Premises.  Tenant  shall,  upon the written
request of any first mortgagee  execute such  instruments or documents as may be
reasonably  required at any time and from time to time to subordinate the rights
and  interest of Tenant  herein to the lien of any such first  mortgage.  At the
election of the first mortgagee,  this Lease shall not be terminated or affected

<PAGE>

by any proceedings  instituted to foreclose the lien of any first mortgage,  and
this Lease shall  continue in full force and  effect,  notwithstanding  that any
such first  mortgagee or any person claiming by, through or under any such first
mortgagee  shall succeed to the title of Landlord by foreclosure or deed in lieu
of foreclosure, and in any such event, Tenant agrees to attorn to any such first
mortgagee or its successors and assigns.

         Should any first mortgage be foreclosed, or in the event that the title
of Landlord  shall be conveyed  to any such first  mortgagee  by deed in lieu of
foreclosure,  no such first  mortgagee,  purchaser at such  foreclosure  sale or
their successors or assigns shall be:

         a)       liable for any act or omission of any prior Landlord;

         b)       subject  to any  off-set  or  defense  which  Tenant  may have
                  against any prior Landlord;

         c)       bound  by a  prepayment  of rent  or  other  payments  made to
                  Landlord by Tenant for more than the current month.


7.2   ESTOPPEL CERTIFICATE

         Tenant  agrees that upon not less than  fifteen  (15) days prior notice
from  Landlord,  Tenant  will  deliver to  Landlord  or to such other  person as
Landlord  shall  designate  in such  notice,  a  statement  in  writing  in form
satisfactory to Landlord certifying among other matters:

         a)      that the Lease is unmodified  and in full force and effect (or,
                 if there  have been  modifications,  that this Lease is in full
                 force   and   effect   as   modified   and   identifying   such
                 modifications);

         b)      that Tenant is in  possession of the Premises and is paying all
                 rental payments required by this Lease;

         c)      that no more than one  month's  rent  (excluding  the  Security
                 Deposit, if any) has been paid in advance;

         d)      that all work  required to be performed by Landlord  under this
                 Lease  has  been  completed;   e)  the  commencement  date  and
                 expiration date of this Lease; and PAGE

         f)      that insofar as Tenant knows,  Landlord is not in default under
                 this  Lease (or,  if Tenant has  knowledge  of any  default,  a
                 statement of the nature thereof).


7.3   MODIFICATIONS REQUIRED BY MORTGAGEE

         If any Mortgagee requires a modification or modifications of this Lease
and such modification or modifications  will not result in any increased cost or
expense  to  Tenant  or in any other way  substantially  alter  the  rights  and
obligations of Tenant hereunder,  Tenant shall, upon Landlord's request, execute
the  appropriate  instrument  or  instruments  effecting  such  modification  or
modifications.


7.4   LANDLORD'S TITLE

         Landlord's  title is and  always  shall be  paramount  to the  title of
Tenant.  Nothing herein  contained shall empower Tenant to do any act which can,
shall or may encumber the title of Landlord.

         Tenant shall not permit any  mechanic's  liens to be filed  against the
Premises or the Building by reason of services or materials  supplied or claimed

<PAGE>

to have been  supplied in  connection  with any work done in the Premises at the
direction  of Tenant.  If any such  mechanic's  lien shall at any time be filed,
Tenant shall cause the same to be discharged of record or sufficient bond posted
over same OR A TITLE INSURANCE  ENDORSEMENT  OVER SAME TO BE OBTAINED,  PROVIDED
THE TITLE  INSURANCE  COMPANY IS APPROVED BY LANDLORD,  within  thirty (30) days
after receipt of notice from Landlord. If Tenant shall fail to discharge or post
sufficient  bond OR OBTAIN TITLE INSURANCE over such mechanic's lien within such
period, then, in addition to any other right or remedy,  Landlord may, but shall
not be obligated to, discharge the lien either before or after investigating it.


            ARTICLE 8. EMINENT DOMAIN & DESTRUCTION OF PREMISES


8.1  EMINENT DOMAIN

         If the entire Building or if any substantial part of the Premises shall
be taken or condemned by any authority  for any public use or purpose,  the term
of this Lease shall end upon,  and not before,  the date when the  possession of
the part so taken  shall  be  required  for  such  use or  purpose  and  without
apportionment of the condemnation award. The Tenant shall have no right to share
in such award or seek an award for loss of its leasehold interest,  the right of
Tenant,  if any, in and to such award being hereby assigned to Landlord.  TENANT
SHALL HAVE THE RIGHT,  HOWEVER,  TO SEEK A SEPARATE AWARD FOR RESTORATION  COSTS
AND LOSS OF  BUSINESS.  All rent  shall  be  apportioned  as of the date of such
termination.

8.2   TOTAL OR PARTIAL DESTRUCTION

         In the event that  Premises  or other  parts of the  Building  shall be
destroyed  or so  damaged  by  fire,  explosion,  windstorm  or  other  casualty
("Casualty") so as to be:

         a) rendered untenantable, Landlord may, at its election, either:

                    i)     terminate  this Lease as of the date of  Casualty  by
                           written  notice  thereof to Tenant  within sixty (60)
                           days  following the date of Casualty,  in which event
                           all rent shall be apportioned on a per diem basis and
                           paid by Tenant to the date of Casualty; or

                    ii)    proceed with all due diligence to repair,  restore or
                           rehabilitate  the  Premises or the  Building,  as the
                           case may be, to the  condition  existing  immediately
                           prior  to  Casualty   ("Restoration   Work")  and  to
                           complete within 150 days of the date of the Casualty,
                           in which  event this Lease shall not  terminate,  and
                           rent shall equitably abate on a per diem basis during
                           the period of  Restoration  Work to the  extent  that
                           Tenant is denied  use of the  Premises  by reasons of
                           Restoration Work;

                           Landlord  shall  proceed  with all due  diligence  to
                           perform or cause Restoration Work to be performed and
                           completed  within  (90)  days  of  the  date  of  the
                           Casualty,   in  which   event  rent  shall  abate  in
                           proportion  to the  non-useability  of  the  Premises
                           during the period of Restoration Work;

         b)       partially damaged but not (IN TENANT'S  REASONABLE JUDGMENT AS
                  SET FORTH IN A LETTER TO LANDLORD  EXPLAINING  TENANT'S REASON
                  FOR CONSIDERING PREMISES  UNTENANTABLE) rendered untenantable,
                  Landlord  shall  proceed with all due  diligence to perform or
                  cause Restoration Work to be performed and complete within 150
                  days of the date of the  Casualty,  in which  event rent shall
                  abate in  proportion  to the  non-useability  of the  Premises
                  during the period of Restoration Work;

<PAGE>

         PROVIDED,  HOWEVER, that if Casualty shall occur at any time during the
last year of the term of this Lease, Landlord or Tenant shall have the right, at
its  election,  to terminate  this Lease as of the date of Casualty,  by written
notice  thereof  to the other  within  thirty  (30) days  following  the date of
Casualty.

Notwithstanding the foregoing, in no event shall Landlord be:

          a)   responsible  for any loss or  damage  incurred  by  Tenant or any
               other  person,  firm or  corporation  by reason of goods,  wares,
               merchandise,  furniture,  fixtures and equipment  situated within
               Premises and damaged by reason of Casualty;

          b)   liable or responsible  for any other damage incurred by Tenant by
               reason of Casualty; or


          c)   for any delays in Restoration Work caused by labor controversies,
               riots, acts of God, national emergencies, acts of a public enemy,
               governmental laws or regulations,  inability to procure materials
               or labor,  or both,  or any other  cause  beyond  the  control of
               Landlord,  IT BEING  AGREED  THAT  INABILITY  TO PAY SHALL  NEVER
               EXCUSE LANDLORD'S PERFORMANCE UNDER THIS PARAGRAPH.



                        ARTICLE 9. SURRENDER OF PREMISES

9.1   CONDITION OF PREMISES

         Tenant  shall yield to Landlord  possession  of the Premises in as good
condition as when the Tenant took possession,  subject to ordinary wear and tear
AND LOSS BY FIRE OR OTHER  CASUALTY,  in  accordance  with the provision of this
Lease.  If the Tenant fails to yield the  Premises in as good  condition as when
the Tenant took  possession,  normal wear and tear  excepted,  the  Landlord may
restore the Premises TO such condition, and Tenant shall pay the cost thereof.


9.2   ALTERATIONS OF PREMISES

         Alterations  of the  Premises  remain the  property of the  Landlord in
accordance with the provisions of this Lease EXCLUDING  TENANT'S TRADE FIXTURES.
In the event  Landlord  so  directs  in  writing  prior TO  CONSTRUCTION  OF THE
IMPROVEMENTS,  Tenant  shall  promptly  remove  Tenant's  alterations  (but  not
alterations   made  by  Landlord   UNLESS  SO  DIRECTED  BY  LANDLORD  PRIOR  TO
CONSTRUCTION  OF THE  IMPROVEMENTS)  and repair any damage to the  Premises.  If
Tenant fails to repair such damage,  the Landlord may restore the Premises,  and
Tenant shall pay the cost thereof. LANDLORD AND TENANT SHALL AGREE, PRIOR TO THE
CONSTRUCTION OF THE IMPROVEMENTS,  WHAT IMPROVEMENTS  TENANT SHALL REMOVE AT THE
EXPIRATION OF THE LEASE.


9.3   TENANT'S TRADE FIXTURES

         Any trade fixtures which are attached to the Premises,  with Landlord's
prior  written  consent,  may be removed by Tenant  provided  that  Premises are
restored by Tenant to the condition prior to attachment.  If the Tenant fails to
restore such damage, the Landlord may restore the Premises, and Tenant shall pay
the cost thereof.


9.4  PROPERTY PRESUMED ABANDONED

         All Tenant's trade fixtures and personal  property not removed from the
premises upon termination shall be conclusively  presumed to have been abandoned

<PAGE>

by the Tenant,  and title  thereto  shall pass to Landlord as by a bill of sale.
The Tenant shall pay for the cost of removal of such abandoned items.


9.5   SURRENDER OF KEYS

         Tenant shall  surrender  all keys to Premises and Building and all data
relative to combination  locks and security  systems in Premises (OTHER THAN ANY
SECURITY SYSTEMS INSTALLED BY TENANT).


9.6   NOTIFICATION OF SURRENDER

         Not less than  thirty  (30)  days  prior to the last day of the term of
this Lease, the Tenant shall notify Landlord of the last day of occupancy of the
Premises in writing.  On the last day of  occupancy,  Landlord  and Tenant shall
review the  physical  condition  of the  Premises  for the purpose of  assessing
needed repairs to the Premises.


9.7  HOLDOVER BY TENANT

         Tenant  will,  at the  termination  of this  Lease  by lapse of time or
otherwise,  yield  up  immediate  possession  to  Landlord.  If  Tenant  retains
possession  of the Premises or any part  thereof  after such  termination,  then
Landlord may, at its option at any time  thereafter,  serve written  notice upon
Tenant that such holdover constitutes any one of:

          A)      creation  of a  month-to-month  tenancy  upon  the  terms  and
                  conditions set forth in this Lease; or

          B)      creation of a tenancy at sufferance in any case upon the terms
                  and conditions set forth in this Lease;


PROVIDED, HOWEVER, that the monthly rental (or daily rental under (c)) shall, in
addition to all other sums which are to be paid by Tenant hereunder, be equal to
double the rental  being paid monthly to Landlord  under this Lease  immediately
prior to such  termination  (prorated in the case of (c) ON A PER DIEM BASIS for
each day Tenant  remains in  possession).  If no such  notice is served,  then a
tenancy at sufferance shall be deemed to be created at the rent in the preceding
sentence.  Tenant shall also pay to Landlord  all damages  sustained by Landlord
resulting from  retention of possession by Tenant,  including all loss or damage
sustained  or  incurred by Landlord by reason of any new lease to or the loss of
any proposed  subsequent tenant for any portion of the Premises.  The provisions
of the  paragraph  shall not  constitute  a waiver by  Landlord  of any right of
reentry;  nor shall receipt of any rent or any other act in apparent  affirmance
of the tenancy  operate as a waiver of the right to  terminate  this Lease for a
breach of any of the terms, covenants or obligations therein on Tenant's part to
be performed.



                         ARTICLE 10. LANDLORD'S REMEDIES



         All  rights  and  remedies  of  Landlord  herein  enumerated  shall  be
cumulative, and none shall exclude any other right or remedy allowed by law.


10.1 If any  voluntary or  involuntary  petition or similar  pleading  under any
section or sections of any bankruptcy  act shall be filed by or against  Tenant,
or any voluntary or involuntary  proceedings in any court shall be instituted to

<PAGE>

declare Tenant insolvent or unable to pay Tenant's debts, AND (IN THE CASE OF AN
INVOLUNTARY  PROCEEDING) IS NOT DISMISSED  WITHIN SIXTY (60) DAYS OF FILING,  or
Tenant makes an assignment  for the benefits of its  creditors,  or a trustee or
receiver is  appointed  for Tenant or for the major part of  Tenant's  property,
then in such  event,  Landlord  may,  if  Landlord so elects and with or without
notice of such  election and with or without  entry or other action by Landlord,
forthwith terminate this Lease and, notwithstanding any other provisions of this
Lease,  Landlord shall  forthwith  upon such  termination be entitled to recover
damages in an amount  equal to the then present  value of the rent  specified in
Article I of this Lease for the residue of the stated term hereof.


10.2 If Tenant  defaults in the prompt  payment of rent and such  default  shall
continue  for five (5) or more days after the same be due and  payable or in the
performance  or observance of any other  provisions of this Lease and such other
default shall continue for THIRTY (30) or more days after WRITTEN notice thereof
shall have been  given to  Tenant,  or if the  leasehold  interest  of Tenant be
levied upon under execution or attached by process of law, or if Tenant abandons
the  leased  Premises  AND  CEASES  TO PAY  RENT,  then and in any  such  event,
Landlord, if it so elects with or without notice or demand forthwith,  or at any
time  thereafter  while such default  continues,  either may terminate  Tenant's
right to possession without terminating this Lease or may terminate this Lease.

10.3 Upon termination of this Lease,  whether by lapse of time or otherwise,  or
upon any termination of the Tenant's right to possession without  termination of
this Lease, the Tenant shall surrender possession and vacate the leased Premises
immediately and deliver possession thereof to the Landlord, and hereby grants to
the Landlord full and free license to enter into and upon the leased Premises in
such  event and to  repossess  the  leased  Premises  and to expel or remove the
Tenant and any others who may be occupying or within the leased  Premises and to
remove any and all  property  therefrom,  using  such force as may be  necessary
without being deemed in any manner guilty of trespass,  eviction, forcible entry
or detainer, or conversion of property, and without relinquishing the Landlord's
rights  to rent  or any  other  right  given  to the  Landlord  hereunder  or by
operation of law. UPON A DEFAULT, Tenant covenants and agrees to pay to Landlord
after such termination and reentry, at Landlord's option:

               a)   at  the  end  of  each  month  of  the  demised  term,   the
                    difference,  if any,  between the rent actually  received by
                    Landlord  from said demised  Premises  during such month and
                    the rent agreed to be paid by the terms of this Lease during
                    such  month,   together  with  the  reasonable  expenses  of
                    re-letting  and  altering the  improvements  on such demised
                    Premises,   together   with   reasonable   commissions   and
                    attorney's fees; or

               b)   damages in an amount equal to the then present  value of the
                    rent  specified  in this Lease,  as  adjusted  for taxes and
                    expenses,  for the residue of the stated term  hereof,  less
                    the fair rental value of the Premises for the residue of the
                    stated term, AS SIMILARLY ADJUSTED FOR TAXES AND EXPENSES.

10.4 If  Tenant  abandons  the  Premises  AND  CEASES  TO PAY RENT or  otherwise
entitles  Landlord to so elect and  Landlord  elects to  terminate  the Tenant's
right to possession only without terminating the Lease, the Landlord may, at the
Landlord's option, enter into the leased Premises, remove the Tenant's signs and
other evidences of tenancy and take and hold possession  thereof as in Paragraph
10.3 of this Article,  provided,  without such entry and possession  terminating
the  Lease  or  releasing  the  Tenant  in whole  or in part  from the  Tenant's
obligation to pay the rent hereunder for the full term, and in any such case the
Tenant shall pay  forthwith to the Landlord a sum equal to the entire  amount of
the rent specified in Article I of this Lease for the residue of the stated term
BASED UPON THE NET PRESENT VALUE,  plus any other sums then due hereunder.  Upon
and after entry into possession without  termination of this Lease, the Landlord
may,  but need not,  re-let  the leased  Premises  or any part  thereof  for the
account of the Tenant to any person,  firm or corporation  other than the Tenant
for  such  rent,  for  such  time and upon  such  terms as the  Landlord  in the
Landlord's  sole  discretion  shall  determine,  and the  Landlord  shall not be



<PAGE>

required  to  accept  any  tenant  offered  by  the  Tenant  or to  observe  any
instructions  given by the Tenant about such  re-letting.  In any such case, the
Landlord  may  make  repairs,  alterations  and  additions  in or to the  leased
Premises and redecorate the same to the extent deemed by the Landlord  necessary
or desirable and the Tenant shall, upon demand, pay the reasonable cost thereof,
together  with the  Landlord's  expenses of the  re-letting  including,  without
limitation,  any reasonable broker's commission incurred by the Landlord. If the
consideration  collected  by the  Landlord  upon  any  such  re-letting  for the
Tenant's  account  is not  sufficient  to pay the full  amount  of  unpaid  rent
reserved  in this  Lease,  together  with  the  costs of  repairs,  alterations,
additions, redecorating and the Landlord's expenses, the Tenant shall pay to the
Landlord the amount of each deficiency.


10.5 If  Tenant  violates  any of the  terms  and  provisions  of this  Lease or
defaults in any of its  obligations  hereunder other than the payment of any sum
payable  hereunder,  whether  the same be rent or  otherwise,  violation  may be
restrained or such obligation  enforced by injunction,  which remedy shall be in
addition to all other rights and remedies available to Landlord.


                       ARTICLE 11. LANDLORD SHALL FURNISH

11.1 EQUIPMENT

         Heating,  air  conditioning,   ventilating,   plumbing  and  electrical
equipment in good operating condition when the Tenant takes possession.

         Landlord shall warrant and guarantee,  at its sole expense, the heating
and air  conditioning  equipment  within the demised  premises  during the first
twelve  (12)  months  of  this  Lease,   provided  that  Tenant  enters  into  a
preventative  maintenance contract with a qualified heating and air conditioning
contractor to perform preventative maintenance to the equipment at Tenant's sole
expense.

         Furthermore,  provided  Tenant has  contracted  with a  qualified  HVAC
contractor for preventative  maintenance,  Landlord and Tenant shall prorate the
cost of any repair or replacement of the equipment  based upon the percentage of
time the Tenant had use of the  equipment VS THE USEFUL LIFE OF THE EQUIPMENT AT
THE TIME OF FAILURE AS  DETERMINED BY LANDLORD,  PROVIDED  TENANT HAS NOT CAUSED
EQUIPMENT TO DETERIORATE PREMATURELY BY VIRTUE OF IMPROPER MAINTENANCE OR USE OF
CHEMICALS WITHIN PREMISES THAT HAVE DAMAGED THE EQUIPMENT.

11.2 PARKING

         "Off street"  parking  facilities  for use in common with  Landlord and
other tenants on a "first come,  first served" basis,  subject to the applicable
laws of the City and State, and all reasonable rules and regulations that may be
imposed from time to time by the Landlord.




                     ARTICLE 12. RIGHTS RESERVED TO LANDLORD

         Without  limiting any other  rights  reserved or available to Landlord,
Landlord reserves the following  rights, to be exercised at Landlord's  election
without liability to Tenant:

a)       to enter the Premises to make  inspections  at reasonable  times during
         normal business hours without  material  inconvenience to the Tenant or
         to show the Premises to prospective  tenants or brokers during the last
         six months of the Lease  Term,  or lenders  or other  persons  having a
         legitimate  interest in viewing the Premises with 24 hour notice except
         in the case of an emergency  PROVIDED  THAT TENANT SHALL HAVE THE RIGHT
         TO HAVE AN EMPLOYEE ACCOMPANY PROSPECTIVE TENANTS OR BROKERS;
<PAGE>

     b)   to change the name or address of the Building;

     c)   to exclude or expel from the  Premises or Building  any person who, in
          the judgment of the Landlord is  intoxicated or under the influence of
          liquor or drugs, or who shall in any manner do any act in violation of
          any of the rules and regulations of the Building;

     d)   to designate  all sources  furnishing  sign painting and lettering and
          repairs and maintenance and to designate to anyone the exclusive right
          to  conduct  any  business  or  render  services  in  the  Development
          PROVIDED,  HOWEVER, THAT THE COST OF SUCH SERVICES DOES NOT EXCEED THE
          PREVAILING COST OF SUCH SERVICES IN THE MARKETPLACE;

     e)   to decorate,  remodel,  repair,  alter or otherwise prepare the leased
          Premises for  re-occupancy  during the last six (6) months of the term
          hereof if,  during or prior to such time,  Tenant  vacates  the leased
          Premises or at any time after Tenant abandons the leased Premises.

     f)   to  decorate  and  to  make   repairs,   alterations,   additions  and
          improvements,  structural or otherwise,  in or to the leased  Premises
          in,  about,  or  adjacent  to the  Building  and  Development  or part
          thereof, and to perform any acts related to the safety, protection, or
          preservation  thereof,  and during  such  operations  to take into and
          through the leased  Premises or any part of the  Building all material
          and equipment  required and to close or temporarily  suspend operation
          of  entrances,   doors,   corridors,   parking   facilities  or  other
          facilities, provided that Landlord shall cause as little inconvenience
          or   annoyance   to  Tenant  as  is   reasonably   necessary   in  the
          circumstances,  and provided further that Tenant's business operations
          shall not be prevented or  materially  disrupted.  Landlord may do any
          such  work  during  ordinary  business  hours,  and  Tenant  shall pay
          Landlord for overtime and for any other expenses incurred if such work
          is done  during  other hours at  Tenant's  request;

     g)   to approve  the  weight,  size and  location  of heavy  machinery  and
          equipment in and about the leased Premises. If considered necessary by
          Landlord, to require  supplementary  supports at the Tenant's expense;
          and

     h)   to hold pass keys to the Premises.

         Landlord's entrance to the Premises for any of the above purposes shall
be without being deemed guilty of any eviction or disturbance of Tenant's use or
possession  and  without  being  liable in any  manner  to  Tenant,  EXCEPT  FOR
LANDLORD'S NEGLIGENCE OR THE NEGLIGENCE OF ITS AGENTS AND EMPLOYEES.



                            ARTICLE 13. MISCELLANEOUS

13.1 LEGAL FEES

         THE  LOSING  PARTY  shall  pay  all  costs,   expenses  and  reasonable
attorney's  fees that may be incurred by THE  PREVAILING  PARTY in enforcing the
terms, covenants and obligations of the Lease.


13.2 ADDITIONAL BILLINGS

         Billings by Landlord for services or required repairs which are not the
obligation of Landlord will be deemed as additional rents and are subject to the
same rights and remedies as described herein for rents.

<PAGE>

13.3 RECEIPT OF RENT AFTER TERMINATION

         No  receipt  of  money  by the  Landlord  from  the  Tenant  after  the
termination  of this  Lease or after  the  service  of any  notice  or after the
commencement  of any suit or after final judgment for possession of the Premises
shall renew, reinstate,  continue or extend the term of this Lease or affect any
such notice, demand or suit.


13.4 SUCCESSORS & ASSIGNS

         Each  provision  hereof  shall  extend  to and  shall,  as the case may
require,  bind and  inure to the  benefit  of  Landlord  and  Tenant  and  their
respective heirs, legal representatives, successors and assigns.


13.5 NOTICES

         Any notice  which may be or is  required  to be given  under this Lease
shall be in writing and shall be  delivered  in person or sent by United  States
Certified Mail addressed as follows:

          a)      if to Landlord,  at such  address  where Tenant is required to
                  pay rent; and

          b)      if to Tenant,  at the Premises or at such other address as the
                  Tenant shall designate by notice to the Landlord.


13.6 ENTIRE AGREEMENT

         This Lease and the exhibits  and riders,  if any,  attached  hereto and
forming  a part  hereof,  set  forth all the  covenants,  promises,  agreements,
conditions and undertakings between Landlord and Tenant concerning the Premises,
and there are no covenants, promises, agreements, conditions, or understandings,
either  oral or  written,  between \ them other  than as herein  set  forth.  No
subsequent  alteration,  change or addition to this Lease shall be binding  upon
Landlord or Tenant unless reduced to writing and signed by them.


13.7 WAIVER

         No waiver of any default of the Tenant  hereunder shall be implied from
any  omission by the  Landlord to take any action on account of such  default if
such  default  persist or is  repeated,  and no express  waiver shall affect any
default other than the default specified in the express waiver and that only for
the time and to the extent therein stated.


13.8 CAPTIONS & HEADINGS

                  The  article  and  paragraph  headings  of this  Lease are for
convenience only and in no way limit or enlarge the scope of meaning.


13.9 DEFINITIONS

         The terms Lessor and Landlord are used  interchangeably,  and the terms
Lessee and Tenant are used interchangeably.  As applicable, the terms Lessor and
Landlord shall also mean and include the duly appointed  Management Agent of the
Building.

<PAGE>

13.10 REPRESENTATION AND COMPENSATION OF TENANT REPRESENTATIVES

         With regards to the Landlord and the Landlord's Exclusive Agent (Arthur
J. Rogers & Co.) paying commissions for existing Tenants renewing,  extending or
expanding  their  Lease,  it is  expressly  understood,  in all cases,  that the
Tenant's representative,  IF ANY, will be directly compensated for it's services
by the Tenant.  And further,  both the Landlord and Landlord's  Exclusive  Agent
reserve the right to require  written  confirmation  from the  Tenant,  that the
Tenant  is   responsible   for  such   compensation   prior  to  commencing  any
communications or discussions with the Tenant's Representative.


13.11 Option to Renew

         PROVIDED THAT TENANT IS NOT IN DEFAULT IN THE PERFORMANCE OF THE TERMS,
COVENANTS  AND  AGREEMENTS  OF THIS LEASE TO BE PERFORMED  BY TENANT,  TENANT IS
GRANTED  THE RIGHT AND OPTION TO EXTEND THE TERM  HEREOF FOR TWO (2)  ADDITIONAL
TERMS \ OF FIVE (5) YEARS,  UPON ALL OF THE  TERMS,  COVENANTS,  CONDITIONS  AND
AGREEMENTS  HEREIN  SET  FORTH,  EXCEPT  THAT THE  RENTAL  RATE  SHALL BE AT THE
PREVAILING MARKET RATE AS THE DATE OF THE RENEWALS.

         TENANT  SHALL  EXERCISE  THESE  OPTIONS  BY  WRITTEN  NOTICE  SERVED ON
LANDLORD NOT LESS THAN SIX (6) MONTHS PRIOR TO THE EXPIRATION DATE OF THIS LEASE
FOR THE FIRST OPTION TO RENEW AND SIX (6) MONTHS PRIOR TO THE EXPIRATION DATE OF
THE FIRST LEASE EXTENSION FOR THE SECOND OPTION TO RENEW.  SHOULD TENANT FAIL TO
NOTIFY  LANDLORD OF TENANT'S  INTENT TO EXERCISE  THESE OPTIONS TO RENEW SIX (6)
MONTHS PRIOR TO THE EXPIRATION  DATES,  THESE OPTIONS TO RENEW SHALL BECOME NULL
AND VOID.



<PAGE>





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


<PAGE>



FOR LANDLORD:                              THE TENANT:
-------------                              -----------
ARTHUR J. ROGERS & CO.,                    MOLECULAR GERIATRICS CORP.
Agent for the  beneficiary  pursuant       A Delaware Corporation
to Trust  Agreement  established
with  American National  Bank,  as
Trustee,  pursuant  to Trust  A
greement  dated  December  20,
1995 and known as Trust No.
120886-05.

By: /s/ William G. Schmitz                  By: /s/ Bruce N Barron
    -------------------------                  ----------------------
        William G. Schmitz
ATTEST:                                     ATTEST: /s/ David Ellison
        ---------------------                      ------------------
DATED:  _____________________                        11/25/96
                                            DATED: __________________

Landlord's  offer may be  withdrawn  by the  Landlord  or its  Agent at  anytime
without notice,  and does not constitute a binding offer or Lease until properly
signed by all parties to the Lease,  and a fully  executed/copy  is delivered by
the  Landlord  to the  Tenant.  IN THE  EVENT  THAT  LANDLORD  FAILS/TO  DELIVER
FULLY-EXECUTED COPIES OF THIS LEASE TO THE TENANT ON OR BEFORE, DECEMBER 6, 1996
THE  TENANT'S  OFFER TO LEASE THE  PREMISES  SHALL BE NULL AND VOID AND LANDLORD
SHALL IMMEDIATELY  RETURN ANY FUNDS DELIVERED BY TENANT WITH THE EXECUTED LEASE,
PROVIDED  THAT  LANDLORD  RECEIVES  THREE (3)  EXECUTED  COPIES OF THIS LEASE BY
MONDAY.


NOVEMBER 25.1996.
-----------------

<PAGE>



                             FIRST AMENDMENT TO LEASE

THIS AMENDMENT,  made the 1ST day of May, 1997 by and between Arthur J. Rogers &
Co., Agent for Rogers Centre for Commerce-North Limited Partnership, an Illinois
limited partnership,  beneficiary of American National Bank and Trust Company of
Chicago Trust No. 120886-05, dated December 20, 1995 (hereinafter referred to as
"Landlord") and MOLECULAR GERIATRICS CORP., (herein referred to as "Tenant").


                               WITNESSETH

     WHEREAS,  on NOVEMBER 22, 1996,  Landlord and Tenant entered into a certain
Lease,  leasing  to said  Tenant  the  premises  commonly  known as 50  Lakeview
Parkway, SUITES 110 & 111, Vernon Hills, Illinois 60061.

                                       AND

     WHEREAS,  Landlord  and  Tenant  now  desire  to  amend  said  Lease in the
following manner, but in no other respects;

NOW,  THEREFORE,  in  consideration  of the premises and of the covenants herein
made,  Landlord  and Tenant agree that the above  described  Lease be amended as
follows:

ARTICLE 1, SECTION 1.0 TERM, is hereby deleted in its entirety and the following
substituted therefore;

                  The Lease term is from FEBRUARY 15, 1997 TO MAY 14, 2002.

ARTICLE 1. SECTION 1.1 RENTAL, is hereby deleted in its entirety and the
following substituted therefore;


                  Tenant  shall pay to Landlord  the sum of Four  Hundred  Fifty
Thousand,  Two Hundred  Twenty-five and no/100 Dollars  ($450.225.00) as rent in
installments as follows;


         From 2/15/97 to 5/14/97 in monthly installments of $  -0-


         From 5/15/97 to 5/14/98 in monthly installments of $7,356.25


         From 5/15/98 to 5/14/99 in monthly installments of $7,356.25


         From 5/15/99 to 5/14/00 in monthly installments of $7,356.25


         From 5/15/00 to 5/14/01 in monthly installments of $7,725.00


         From 5/15/01 to 5/14/02 in monthly installments of $7,725.00

<PAGE>


                                     PAGE 1

It is  mutually  understood  and  agreed  by the  parties  hereto  that,  unless
specifically changed or amended above, this Amendment does not alter or alter or
void any of the  provisions,  conditions,  terms or covenants of the Lease dated
November 22, 1996 and that said Lease shall remain in full force and effect.


  IN WITNESS  WHEREOF,  the undersigned have set their hands and seals as of the
date first above written.


THE LANDLORD:                                      THE TENANT:
-------------                                      -----------

ARTHUR J. ROGERS & CO., Agent for                  MOLECULAR GERIATRICS CORP.
Rogers Center for Commerce-North                   A Delaware Corporation
Limited Partnership, an Illinois limited
Partnership, beneficiary of American
National Bank and Trust Company of
Chicago Trust Number 120886-05 and
Dated December 20, 1995.

/s/ William G. Schmitz                            /s/ Bruce N. Barron
___________________________________                _________________

William G. Schmitz - RPA/President



                                                   Bruce N. Barron
                                                   _________________

                                                   Print Your Name


          5/9/97                                          5/ 5/ 97
Dated:   ___________________________               Dated: __________

          Landlord's  offer may be  withdrawn  by the  Landlord or it's Agent at
     anytime  without  notice,  and does not constitute a binding offer or Lease
     Amendment until properly signed by all parties to the Lease
               Amendment, and a fully executed copy is delivered by the Landlord
                                 to the Tenant.

<PAGE>

                                          LEASE EXTENSION

     AGREEMENT,  made this 18th day of March,  2002  between  Arthur J. Rogers &
Co., Agent for the beneficiary  pursuant to Trust No. 120886-05,  dated December
20, 1995 and established  with LaSalle Bank as Trustee and Trust Co. of Chicago,
by and between ROGERS  EXECUTIVE  PARKE, as LANDLORD,  and Molecular  Geriatrics
Corp., a Delaware Corporation, as TENANT.

                                   WITNESSETH:

         That the Lease  Agreement  dated  November  22, 1996 and Amended May 1,
1997,  between the parties  hereto,  covering  7,500 square feet of space in the
building  known by street  address as 50 Lakeview  Parkway,  Suites 110 and 111,
Vernon Hills,  Illinois 60061, as more  particularly  shown in said Lease, for a
term  commencing  FEBRUARY 15, 1997 and expiring MAY 14, 2002, is hereby further
amended and extended a follows:

     A)  Effective  MAY 15, 2002 said Lease is  extended  for a term of five (5)
years, expiring MAY 14, 2007.

     B)  Effective  MAY 15,  2002,  Tenant shall pay to Landlord the sum of FOUR
HUNDRED  NINETY-FIVE  THOUSAND,  EIGHT  HUNDRED  TWENTY-FIVE  DOLLARS AND NO/100
($495,825.00) as rent in installments as follows:

     From 05/15/02 to 05/14/03 in monthly installments of $8,106.25

     From 05/15/03 to 05/14/04 in monthly installments of $8,105.25

     From 05/15/04 to 05/14/05 in monthly installments of $8,106.25

     From 05/15/05 to 05/14/06 in monthly installments of $8,500.00

     From 05/15/06 to 05/14/07 in monthly installments of $8,500.00


<PAGE>



         C) With  regards to the  Landlord and the  Landlord's  Exclusive  Agent
(Arthur J. Rogers & Co.)  paying  commissions  for  existing  Tenants  renewing,
extending or expanding  their Lease, it is expressly  understood,  in all cases,
that the Tenant's representative,  if any, will be directly compensated for it's
services by the Tenant. And further,  both the Landlord and Landlord's Exclusive
Agent reserves the right to require written  confirmation from the Tenant,  that
the  Tenant  is  responsible  for  such  compensation  prior to  commencing  and
communications or discussions with the Tenant's Representative.

         As hereby amended and extended,  said Lease dated November 22, 1996 and
Amended May 1, 1997 IS IN ALL RESPECTS RATIFIED AND CONFIRMED.

<TABLE>
<CAPTION>
<S>      <C>

         WITNESS the signature  and seal of Landlord  this      13th        day of     April            ,  2002
                                                            -------------          --------------------
A.D., and the signature and seal of Tenant this                 day of                         , 2002 A.D.
                                                ---------------        ------------------------

LANDLORD:                                       TENANT:
---------                                       -------

Arthur J. Rogers & Co., Agent                   MOLECULAR GERIATRICS CORP.
                                                --------------------------
For the beneficiary pursuant to                 A Delaware Corporation
Trust Agreement established with
LaSalle Bank and Trust Co. of
Chicago, as Trustee pursuant to
Trust Agreement dated December
20, 1995 and known as Trust No.
120886-05
                                                        /s/ David Ellison
/s/ William G. Schmitz                                 -------------------
_________________________________
William G. Schmitz, RPA President                      David Ellison, CFO
            4/13/02                                      4/5/ 02
Date:  __________________________               Date: ____________________


Landlord's  offer may withdraw by the Landlord or it's Agent at anytime  without
notice,  and does not  constitute  a  binding  offer  or Lease  Extension  until
properly  signed by all  parties  to the  Lease,  and a fully  executed  copy is
delivered by the Landlord to Tenant.


</TABLE>
<PAGE>