EXHIBIT 10f


                    AMENDMENT, ESTOPPEL AND CONSENT AGREEMENT

         Agreement  made as of June 18,  1997  between  SPC  Properties  Limited
("Lessor"),  an Ohio limited  liability  company,  and  Superior  Pharmaceutical
Company ("Lessee"), an Ohio corporation (the "Agreement").

         WHEREAS,  an Agreement  and Plan of Merger was entered into on March 7,
1997, and amended by Amendment No. 1 to Agreement and Plan of Merger dated as of
June , 1997, by and among DynaGen, Inc.  ("DynaGen"),  DynaGen Acquisition Corp.
("Acquisition"), Lessee and others, pursuant to which Acquisition will be merged
with and into  Lessee,  and as a result,  the  separate  corporate  existence of
Acquisition  shall cease and Lessee shall continue as the surviving  corporation
under the name "Superior Pharmaceutical Company" (the "Merger"); and

         WHEREAS,  Lessor  is the  landlord  and  Lessee is the  tenant  under a
Commercial Lease Agreement dated March 9, 1995 (the "Lease") with respect to the
approximately  37,323 square foot  office/warehouse  building situated on a 6.93
+/- acre parcel  located at 1385 Kemper  Meadow  Drive,  Forest Park,  Ohio (the
"Leased Premises"); and

         WHEREAS,  in  anticipation of the Merger and in order to induce DynaGen
to complete the Merger,  Lessor and Lessee desire to clarify certain obligations
and rights under the Lease and amend the Lease.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration of the foregoing and the respective
representations, warranties and agreements set forth in this Agreement and other
valuable  consideration,  the receipt of which is hereby  acknowledged by Lessor
and Lessee, the parties hereby agree as follows:

         1. Consent Not Required.  Notwithstanding any provision of the Lease to
         the  contrary,  Lessor  hereby agrees that the consent of Lessor is not
         required  with  respect to the  completion  of the  Merger,  and Lessor
         hereby  waives  any  right to  claim  that the  Merger  constitutes  an
         assignment, mortgage, pledge, hypothecation,  sublet or transfer of the
         Lease by operation of law or otherwise.

         2.  Amendment.  Lessor and Lessee  hereby agree that the Lease shall be
         amended as follows:

                  (a) The  following  paragraph is added to the end of Section 1
                  of the Lease as a further definition of the Leased Premises:

                           Lessee shall have the  appurtenant  rights to use (i)
                           all  parking  areas  on said  Lot  No.  3,  (ii)  all
                           driveways, entrances and walkways providing access to
                           the Building or such parking areas,  to the extent of
                           Lessor's  interest  therein,   (iii)  all  easements,
                           rights-of-way  and  other   appurtenant   rights  and
                           interests  benefiting  said Lot 3 from  time to time,
                           and (iv) all wires, cables, pipes,  conduits,  mains,
                           equipment  and other  improvements  necessary  for or
                           relating  to  the  provision  of   electrical,   gas,
                           telephone,  cable,  drainage,  water, sewer and other
                           utility  services to the  Building,  to the extent of
                           Lessor's  interest  therein.  The  Building  and such









                           appurtenant   rights  are  hereinafter   collectively
                           called the "Leased Premises".

                  (b) The "Base Rental Schedule" (attached to the Lease),  which
                  is incorporated into Section 3 of the Lease, is hereby amended
                  to delete  the  phrase  "Months  2-120"  and insert the phrase
                  "Months  61-120" in order to correct the  typographical  error
                  contained therein.

                  (c) The  following  provision  is  hereby  added to the end of
                  Section 3 of the Lease:

                           To the extent  Lessor  receives such payments of real
                           estate  taxes and  assessments  from  Lessee,  Lessor
                           shall  pay  when  due  all  Real  Estate   Taxes  (as
                           hereinafter  defined)  levied on the Leased  Premises
                           and shall not allow any  penalties  or interest to be
                           assessed  due to the  failure to pay such Real Estate
                           Taxes.

                  (d)  Section  7(a) is  hereby  amended  to add  the  following
                  language at the end of the fourth sentence of such section:

                           except that Lessee shall not be  responsible  for the
                           repair of any damage caused by fire or other casualty
                           or for any  damage  for which  Lessor  has waived its
                           rights against  Lessee  pursuant to Section 15 of the
                           Lease.

                  (e) Section 7(b)(ii) is hereby amended such that the following
                  language  is added at the end of the  first  sentence  thereof
                  before the word "excepted":

                           , damage by fire or other casualty and eminent domain

                  (f)  Section  10 is  further  amended  by  deleting  the  last
                  sentence thereof and inserting the following in its place:

                           Notwithstanding   the  foregoing,   Lessee  shall  be
                           entitled to remove all trade fixtures,  equipment and
                           personal property (including, without limitation, the
                           storage and  material  handling  equipment)  from the
                           Leased  Premises  during or at the  expiration of the
                           term without the consent or approval of Lessor or any
                           other party and any damage  caused  thereby  shall be
                           repaired by Lessee; provided, however that during the
                           term of the Lease and for as long as the  interest of
                           the First  Mortgagee  (as  defined  below) is in full
                           force  and  effect,  Lessee  shall  obtain  the prior
                           consent of the First Mortgagee of such removal (which
                           consent shall not be unreasonably withheld).

                                    (t)     Section 19(b)(ii) is hereby deleted.



                                      -2-





                  (g) Section 20 is hereby  amended by deleting  Subsection  (c)
                  and replacing it with the following:

                           (c) Other Defaults.  Lessee shall fail to comply with
                           any term,  provision or covenant of this Lease, other
                           than  the  payment  of  rent  or  any  other  payment
                           required  under this Lease,  and such  failure is not
                           cured within thirty (30) days after written notice to
                           Lessee,  provided,  however,  that  if  such  failure
                           cannot  reasonably  be cured  within said thirty (30)
                           day  period,  Lessee  shall  not be  deemed  to be in
                           default if Lessee shall  within such period  commence
                           such cure,  and thereafter  diligently  prosecute the
                           same to completion.

                  (h)  Section  25  is  hereby  amended  by  deleting  the  word
                  "accepted"  at the  end of the  second  sentence  thereof  and
                  replacing it with the following:

                           , damage by fire or other casualty and eminent domain
                           excepted.

                  (i) Section 27 is hereby  amended by adding the  following  at
                  the end of such Section:

                           Lessor hereby warrants and represents that no parties
                           other than The  Huntington  National Bank (the "First
                           Mortgagee")  and  Hamilton  County  Development  Co.,
                           Inc.,  (the  "Second  Mortgagee";  together  with the
                           First Mortgagee,  the "Existing  Mortgagees") have an
                           interest in the Leased Premises under a ground lease,
                           mortgage,   deed  of  trust  or  any  other  security
                           instrument  (collectively,  "Security  Instruments").
                           Lessor  shall use its best efforts to obtain from the
                           Existing   Mortgagees   and   deliver  to  Lessee  an
                           agreement  for Lessee's  benefit (a  "Non-Disturbance
                           Agreement")   providing   that,  if  either  Existing
                           Mortgagee (or any of its  successors in interest with
                           respect  to  the  Leased   Premises  or  this  Lease)
                           acquires title to the Leased  Premises or succeeds to
                           the   landlord's   interest   under   this  Lease  by
                           foreclosure, deed in lieu of foreclosure, termination
                           or  other  exercise  of  rights  under  its  Security
                           Instruments (any such acquisition or succession being
                           a  "Foreclosure"),  such  Existing  Mortgagee (or its
                           successors) shall not disturb Lessee's  possession of
                           the Leased Premises under this Lease, shall recognize
                           Lessee's  rights as tenant under this Lease and shall
                           assume  Lessor's  obligations  under  this Lease that
                           arise or accrue  after such  Foreclosure,  so long as
                           Lessee is not in  default  of its  obligations  under
                           this Lease after any applicable notice and beyond any
                           applicable  cure  periods  under this  Lease.  Lessor
                           shall obtain and deliver to Lessee a  Non-Disturbance
                           Agreement   from   the   holders   of  any   Security
                           Instruments  under  which any party now or 


                                      -3-






                           hereafter holds an interest in the Leased Premises or
                           this  Lease,  except  the first and  second  priority
                           Security  Instruments held by the Existing Mortgagees
                           as of March 30,  1995 (any such  Security  Instrument
                           being   a   "New    Security    Instrument").    Each
                           Non-Disturbance  Agreement  shall  require such other
                           holders to give Lessee  written notice of any default
                           by  Lessor  in  the  payment  or  performance  of its
                           obligations  secured by the Security  Instrument that
                           is the  subject  of such  Non-Disturbance  Agreement.
                           Notwithstanding any contrary provision of this Lease,
                           (i)  the  subordination  of  this  Lease  to any  New
                           Security Instrument,  (ii) the power and authority of
                           Lessor to subordinate  this Lease to any New Security
                           Instruments,   (iii)  the  obligation  of  Lessee  to
                           subordinate   this   Lease   to  any   New   Security
                           Instruments,  (v) the option of any Purchaser to bind
                           Lessee under this Lease after the  Foreclosure  under
                           any New Security  Instrument,  and (v) the obligation
                           of Lessee to attorn to any such  Purchaser  shall all
                           be    conditioned    upon    Lessee    receiving    a
                           Non-Disturbance  Agreement  with  respect to such New
                           Security    Instrument.    If   Lessor   delivers   a
                           Non-Disturbance Agreement from any Existing Mortgagee
                           or any such other holder,  Lessee shall agree in such
                           Non-Disturbance  Agreement to subordinate  this Lease
                           to the  Security  Instrument  that is the  subject of
                           such Non-Disturbance  Agreement and to attorn to such
                           Existing  Mortgagee  or holder (or its  successor  in
                           interest with respect to the Leased  Premises or this
                           Lease),  subject to the terms and  conditions of this
                           Lease and such Non-Disturbance Agreement.

                  (j)  Section  33(c) is  hereby  amended  so that a copy of any
                  notice or document required or permitted to be delivered under
                  the Lease to Lessee shall be delivered to:

                           DynaGen, Inc.
                           99 Erie Street
                           Cambridge, MA 02139
                           Attention: President

         3. Lessor's Warranties and Representations.  Lessor hereby warrants and
         represents to Lessee and DynaGen that:

                  (a) A copy of the Lease  attached to this Agreement as Exhibit
                  A is a complete  and  correct  copy of the Lease which has not
                  been amended prior to the date hereof;

                  (b) The Lease is in full  force and  effect  according  to the
                  terms set forth in Exhibit A;



                                      -4-







                  (c) Lessor is the holder of the  lessor's  interest  under the
                  Lease and holds fee title to the Leased Premises;

                  (d)  Lessor  has not  delivered  to Lessee a notice of default
                  under the Lease;

                  (e)  Neither  Lessee nor  Lessor is not in  default  under the
                  Lease,  nor has any event occurred which,  after the giving of
                  any  applicable  notice,  and/or such  expiration  date of any
                  applicable  grace period  which would  constitute a default by
                  either party under the Lease;

                  (f) All  rent,  additional  rent and other  charges  under the
                  Lease  have been paid as billed in the normal  course  through
                  May 31, 1997;

                  (g) To the extent that the  consent of a bank or other  lender
                  is  required in  connection  with this  Agreement,  Lessor has
                  obtained such consent; and

                  (h) The  Commencement  Date of the Lease  occurred on March 9,
                  1995.

         4.  Reliance.  Lessor and Lessee  hereby agree that DynaGen may rely on
the representations and agreements contained herein.

         5. Payment of Rent/Release of Guaranty.  Notwithstanding  any provision
of the  Lease  to the  contrary,  for so long as  Lessee  or its  affiliates  or
successors  shall have any obligations with respect to any debt of Lessor now or
hereafter  secured by an interest  in the Leased  Premises or this Lease under a
Security Instrument (a "Secured  Obligation"),  Lessee shall have the right, but
not the  obligation,  at any time and from time to time,  to pay the Base Rental
and any other rent due under the Lease directly to the creditor or holder of any
Secured  Obligation to satisfy such portion of the Secured  Obligations then due
and payable as the Base Rental and any other rent will cover.  To the extent the
Base Rental and any other rent exceed the  Secured  Obligations  due and payable
from time to time,  Lessee shall pay such excess to Lessor.  Lessor warrants and
represents  that the current monthly payment to the First Mortgagee is $9,753.37
and to the Second Mortgagee is $6,270.43.  Lessor shall notify Lessee in writing
of (i) any  change in the  amount of the  monthly  payment  due to either of the
Existing  Mortgagees,  (ii) any  default in the  payment or  performance  of any
Secured Obligations,  and (iii) the name and address, and any change in the name
or  address,  of  any  present  and  future  creditor  or  holder  of a  Secured
Obligation.

         Lessor  further  agrees not take to take any action which will increase
the obligations,  monetary or otherwise, owed or due to the Existing Mortgagees.
Before  March 31, 2000,  Lessor  shall cause Lessee to be released  from (i) all
guaranties in effect as of the date of this Lease with respect to any present or
future  liabilities,  debts and other obligations of Lessor,  and (ii) all other
Secured Obligations.


                                      -5-







         IN WITNESS  WHEREOF,  the  parties  hereto  have  hereunto  caused this
Agreement to be executed as of the day and year first written above.

Signed and Acknowledged in the Presence of      LESSOR:
(as to Landlord):
                                                SPC PROPERTIES LIMITED
By:      John R. Nalter
         ------------------------------
Title:   Legal Office Clerk
                                                By:  Eric C. Hagerstrand
                                                   ----------------------------
         Jack L. Tucker                         Title:  Member
         ------------------------------         Name:  Eric C. Hagerstrand

Signed and Acknowledged in the Presence of      LESSEE:
(as to Tenant):
                                                SUPERIOR PHARMACEUTICAL COMPANY
By:      John R. Nalter
    -----------------------------------
Title:   Legal Office Clerk
                                                By:  Eric C. Hagerstrand
                                                   ----------------------------
         Jack L. Tucker                         Title:  Chairman/VP
    -----------------------------------         Name:  Eric C. Hagerstrand



State of Ohio
County of Hamilton

         Before me personally  appeared Eric C.  Hagerstrand,  the Member of SPC
Properties  Limited,  to me known, and known by me to be the party executing the
foregoing  instrument on behalf of said  corporation  and he  acknowledged  said
instrument,  executed  to the his  free act and deed in the free act and deed of
SPC Properties Limited.

                                                      John R. Nalter
                                                      ------------------------
                                                      Notary Public
                                                      My Commission Expires on:


State of Ohio
County of Hamilton

         Before me personally  appeared Eric C. Hagerstrand,  the Chairman/VP of
the  Superior  Pharmaceutical  Company,  to me known,  and known by me to be the
party  executing the foregoing  instrument on behalf of said  corporation and he
acknowledged said instrument,  executed to the his free act and deed in the free
act and deed of the Superior Pharmaceutical Company.

                                                       John R. Nalter
                                                       ------------------------
                                                       Notary Public
                                                       My Commission Expires on:


                                      -6-







                                                                       EXHIBIT A


                           COMMERCIAL LEASE AGREEMENT

THIS LEASE  AGREEMENT  is made and  entered  into as of the date set forth below
between SPC PROPERTIES  LIMITED,  and Ohio limited liability company,  hereafter
referred to as "Lessor" and SUPERIOR PHARMACEUTICAL COMPANY, an Ohio corporation
hereinafter referred to as "Lessee":

                                   WITNESSETH

1.  LEASE  PREMISES:  In  consideration  of the  rents,  terms,  provisions  and
covenants of this Lease,  Lessor hereby leases,  lets, and demises to Lessee the
following described premises:

         Approximately 37,323 square feet  office/warehouse  building (Building)
         comprising 100% of Lessor's building (Lessee's  Percentage) situated on
         a 6.93 +/- acre parcel located at 1385 Kemper Meadow Drive, in the City
         of Forest Park,  Hamilton County,  Ohio, and being further described as
         follows:

         Lot No. 3 of Kemper Meadow Business Center, Block "B", recorded in Plat
         Book 312, Page 36, of the Hamilton County, Ohio Plat Records, and being
         subject to all legal highways, easements and restrictions of record.

2. INITIAL TERM: Subject to and upon the conditions set forth below, the term of
this  Lease  shall   commence  upon  issuance  of  a  certificate  of  occupancy
("Commencement  Date").  The Lease shall  terminate on the last day of the 241st
month thereafter.

3. RENT:  (a) BASE RENT:  Lessee agrees to pay monthly as Base Rental during the
term of this Lease the sums as indicated on the  attached  "Base Rent  Schedule"
(Exhibit B), which amounts shall be payable to Lessor at the address shown below
on the first day of the month. One monthly  installment of rent shall be due and
payable on the day of  execution  of this Lease by Lessee for the first  month's
rent and a like  monthly  installment  shall be due and payable on or before the
first day of each calendar month, as indicated on the Rent Schedule,  during the
demised term;  provided,  that if the "Commencement Date" should be a date other
than the first day of a calendar month, the monthly rental set forth above shall
be pro-rated to the end of that calendar month, and all succeeding  installments
of rent shall be payable on or before the first day of each succeeding  calendar
month during the demised term. Lessee shall pay, as additional rental, all other
sums due under this Lease.

         (b) INSURANCE  PREMIUMS:  Lessor shall provide and Lessor shall pay for
the All Risk Fire and Extended Coverage  Insurance for the Building with loss of
rent endorsement. However, at Lessee's option and subject to Lessor's review and
approval as to form,  content  and  carrier,  Lessee may  provide  the  Building
insurance  to  Lessor  at  Lessee's  expense.  The  costs  associated  with said
insurance  coverage  shall be  included  in the Base  Rent as  indicated  on the
attached "Base Rent Schedule" (Exhibit B). If, however,  the lessee pays for the
cost of the  insurance  then the lessee shall  receive a credit on the Base Rent
for the actual amount paid.












         (c) REAL ESTATE TAX: The total rental to be paid under this Lease shall
also  include  all real  estate  taxes  and  assessments  levied  on the  Leased
Premises.  Such  payments  be  included  in the Base  Rent as  indicated  on the
attached "Base Rent Schedule' (Exhibit B).

         (d)  SERVICE   CHARGE:   Other   remedies   for   nonpayment   of  rent
notwithstanding,  if the monthly  rental payment is not received by Lessor or if
any other  payment  due Lessor by Lessee is not  received by Lessor on or before
the fifth (5th) day after it is due, a service  charge of five  percent  (5%) of
such past due amount  shall  become due and payable in addition to such  amounts
owed under this Lease.

It is the Lessee's  responsibility to pay on a timely basis all costs associated
with the use and  occupancy of the Leased  Premises  including , but not limited
to,  all taxes,  other  than Real  Estate  Taxes and  assessments,  maintenance,
repairs, grounds keeping and snow removal.

4. USAGE:  Lessee  warrants and  represents  to Lessor that the Leased  Premises
shall  be  used  and  occupied   only  for  the  purposes  of  the  "Lessee"  as
office/warehouse  space.  Lessee shall occupy the Leased  Premises,  conduct its
business and control its agents, employees,  invitees and visitors in such a way
as is lawful,  reputable and will not create any nuisance or otherwise interfere
with,  annoy or disturb any property owner in Kemper Meadow  Business  Center in
its normal  business  operations  or Lessor in its  management  of the Premises.
Lessee  shall not  commit,  or suffer to be  committed,  any waste on the Leased
Premises.

5. INSURANCE: Use of Premises. Lessee shall not permit the Leased Premises to be
used in any way which could be extra  hazardous  on account of fire or otherwise
which  would in any way  increase  or  render  void the  fire  insurance  on the
Building or any part  thereof or any  contents in the  Building  belonging to or
used by Lessor.  If at any time during the term of this Lease the State Board of
Insurance  or other  insurance  authority  disallows  any of Lessor's  sprinkler
credits or imposes an  additional  penalty or  surcharge  in Lessor's  insurance
premiums because of Lessee's original or subsequent  placement or use of storage
racks or bins,  method of storage or nature of Lessee's  inventory  or any other
act of  Lessee,  Lessee  agrees to pay as  additional  rental  the  increase  in
Lessor's insurance premiums.

         Lessee shall carry, at its expense, liability insurance on the Premises
throughout  the Lease Term covering both Lessee and Lessor as named insureds and
if Lessor elects, any owner and/or Lessee of the land upon which the building is
located, as additional named insured,  with terms and companies  satisfactory to
Lessor  and  having a combined  single  limit,  providing  both  bodily  injury,
including death resulting therefrom, and property damage coverage, to the extent
of $2,000,000.00, arising out of the Ownership, maintenance or use of the Leased
Premises. Lessee shall also carry insurance against fire and such other risks as
are from time to time included in standard extended coverage insurance, insuring
the full  replacement  cost of all  leasehold  improvements  paid for by Lessee,
including  wall  coverings,  carpeting,  furnishings  and  equipment.  All  such
policies  shall be cancelable  only upon ten (10) days prior  written  notice to
Lessee and Lessor.  Prior to the Commencement  Date and within fifteen (15) days
prior to the  expiration of each such policy,  Lessee shall furnish  Lessor with
copies of such policies or  certificates  evidencing  that such  insurance is in
full force and effect and stating the terms thereof.

6. UTILITY SERVICE:  Lessor shall provide the normal utility service  connection
into the Leased  Premises as indicated on approved  construction  plans.  Lessee
shall pay the cost of all utility services,  including,  but not limited to, all
charges for gas, water and electricity used on the Leased Premises. Lessee shall
pay all costs caused by Lessee introducing  excessive pollutants or solids other
than human waste into the sanitary  sewer system,  including  permits,  fees and
charges  levied  by any  governmental  subdivision  for any such  pollutants  or
solids.  Lessee shall be responsible for the











installation  and  maintenance  of any dilution  tanks,  settling  tanks,  sewer
sampling devices, sand traps, grease traps or similar devices as may be required
by any  governmental  subdivision for Lessee's use of the sanitary sewer system.
Lessor shall not be required to pay for any utility services, supplies or upkeep
in connection with the Leased Premises.

7. REPAIRS AND MAINTENANCE:  (a) Lessor's Obligations Unless otherwise expressly
provided, Lessor shall not be required to make any improvements, replacements or
repairs of any kind or character to the Leased  Premises during the term of this
Lease  except such repairs as are set forth in this  subparagraph.  Lessor shall
maintain only the foundation and the structural  soundness of the roof, slab and
exterior walls (excluding all windows,  window glass, plate glass and all doors)
of the  Building in good repair and  condition  except for  reasonable  wear and
tear.  Lessor  will  pass  through  any  manufacturing  warranties  on  building
components  for benefit of Lessee.  Lessee  shall  repair and pay for any damage
caused by the negligence or default of Lessee or Lessee's  agents and employees.
Lessee shall  immediately give written notice to Lessor of the need for repairs,
which repairs shall be made by Lessor  beginning not more than fifteen (15) days
after written notice by Lessee.  Lessor shall not be liable to Lessee, except as
expressly  provided in the Lease,  for any damage or  inconvenience,  and Lessee
shall not be entitled to any  abatement  or  reduction  of rent by reason of any
repairs,  alterations  or  additions  made by Lessor  under this Lease except as
provided for in Paragraph 13.

         (b) Lessee  Obligations  (i) Except as  indicated  hereinabove,  Lessee
shall, at its own cost and expense, maintain all parts of the Building and other
Improvements on the Leased Premises in good repair and condition  (including all
necessary  replacements),  including,  but not limited to,  dock  bumpers,  pest
control and  extermination,  and regular  removal of debris.  Lessee shall enter
into a service contract for maintenance of the heating,  ventilating and cooling
systems  with  a  qualified   mechanical   contractor   providing  for  complete
maintenance service at six (6) month intervals.

(ii)  Lessee  shall not allow any damage to be  committed  on any portion of the
Leased  Premises,  and at the  termination  of this  Lease,  by lapse of time or
otherwise,  Lessee  shall  deliver  the  Leased  Premises  to  Lessor in as good
conditions as existed at the Commencement Date of this Lease,  ordinary wear and
tear  excepted.  The cost and  expense of any repairs  necessary  to restore the
condition  of the  Leased  Premises  shall  be borne by  Lessee,  and if  Lessor
undertakes to restore the Leased Premises it shall have a right of reimbursement
against Lessee.

8. COMPLIANCE WITH LAWS, RULES AND  REGULATIONS:  Lessee,  at Lessee's  expense,
shall comply with all laws,  ordinances,  orders  rules,  regulations  and other
requirements  of state,  federal,  municipal or other  agencies or bodies having
jurisdiction  relating  to the  use,  condition  and  occupancy  of  the  Leased
Premises.  Lessee shall not erect any exterior  signs  without the prior written
approval of Lessor, which shall not be unreasonably withheld.

9.  LESSOR  IMPROVEMENTS:  If  construction  to  the  Leased  Premises  is to be
performed  by  Lessor  prior to the  Lessee's  occupancy,  Lessor  will,  at its
expense,   commence  and/or  complete  the   construction  of  the  improvements
constituting the Leased Premises,  including partitions,  in accordance with the
plans and specifications  agreed to by the parties and made a part of this Lease
by reference.  The plans and specifications  shall be approved and signed by the
parties.  Any changes or modifications to the approved plans and  specifications
shall be made and  accepted by written  change order signed by Lessor and Lessee
and shall constitute an amendment to this Lease. Upon completion of the Building
and other improvements in accordance with the plans and  specifications,  Lessee
agrees to execute  and  deliver  to Lessor a letter  accepting  delivery  of the
Leased Premises.










In the event the Premises  shall not be  substantially  completed  and ready for
occupancy  on the date  above  fixed  for the  commencement  of the term of this
Lease, this Lease shall  nevertheless  continue in full force and effect, and no
liability  shall arise against Lessor out of any such delay beyond the abatement
of rent until the Premises are ready for  occupancy;  provided,  however,  there
shall be no  abatement  of rent if the space is not  substantially  completed to
permit  occupancy  because of the  failure of Lessee to submit  Lessee  Plans to
Lessor on a timely  basis and,  further,  there  shall be no  abatement  of rent
should  Lessee   unreasonably  delay  in  authorizing  Lessor  to  commence  the
installation  of Lessee's  work or should  Lessee  request any changes of Lessee
work in  progress  if, in Lessor's  opinion,  such change may be a cause for the
extension  of  the  date  of  substantial  completion.  If  Lessee  shall  enter
possession of all or any part of the Premises and commence its business from the
Premises prior to the date fixed above for the first day of the term, all of the
covenants and  conditions of this lease shall be binding upon the parties hereto
in respect of such  possession the same as if the first day of the term had been
fixed as of the date which Lessee  entered such  possession and Lessee shall pay
to  Lessor  as rent for the  period  prior to the  first day of the term of this
Lease a proportionate amount of the rent set forth in the Rent Schedule.

10. ALTERATIONS AND IMPROVEMENTS:  Lessee shall not make or allow to be made any
alterations  or physical  additions in or to the Leased  Premises  without first
obtaining  the  written  consent  of  Lessor  which  shall  not be  unreasonably
withheld.  Any  alterations,  physical  additions or  Improvements to the Leased
Premises made by Lessee shall at once become the property of Lessor and shall be
surrendered to Lessor upon the termination of this Lease. Lessor, at its option,
may  require  Lessee  to  remove  any  physical   additions  and/or  repair  any
alterations in order to restore the Leased Premises to the condition existing at
the time Lessee took possession,  all costs of removal and/or  alterations to be
borne by Lessee.  This clause shall not apply to moveable equipment or furniture
owned by Lessee  which may be  removed  by Lessee at the end of the term of this
Lease if Lessee is not then in default and if such  equipment  and  furniture is
not then subject to any other rights, liens and interest of Lessor.

11.  LIENS:  Lessee  shall  not  permit  any lien or  claim  for any lien of any
mechanic,  laborer  or  supplier  or any  other  lien to be  filed  against  the
Building, the land on which the Building is located, the Leased Premises, or any
part thereof  arising out of work  performed,  or alleged to have been performed
by, or at the  direction  of, or on behalf of Lessee.  If any such lien or claim
for lien is filed,  Lessee  immediately either shall have such lien or claim for
lien  released  of record or shall  deliver to Lessor  either:  (i) a bond form,
content,  amount,  and issued by surety,  satisfactory  to Lessor,  indemnifying
Lessor  and  others  designated  by Lessor  against  all  costs and  liabilities
resulting  from  such lien or claim for lien and the  foreclosure  or  attempted
foreclosure  thereof,  or (ii)  endorsements to the title policies of Lessor and
Lessor's  mortgagee  "Insuring  Over"  such  liens  satisfactory  to Lessor  and
Lessor's mortgagee, respectively. If Lessee fails to have such lien or claim for
lien so  released  or to deliver  such a bond or title  endorsements  to Lessor,
Lessor,  without  investigating  the validity of such lien, may pay or discharge
the same and Lessee shall reimburse Lessor upon demand for the amount so paid by
Lessor,  including  Lessor's  expenses and attorney's fees. At Lessee's request,
Lessor will grant a waiver of lien rights to Lessee's inventory.

12.  CONDEMNATION:  (a) Substantial Taking If, during the term (or any extension
or renewal) of this Lease,  all or a substantial part of the Leased Premises are
taken for any public or quasipublic use under any governmental law, ordinance or
regulation,  or by right of eminent  domain or by purchase in lieu thereof,  and
such taking or purchase  would prevent or materially  interfere  with the use of
the Leased  Premises  for the purpose  for which they are then being used,  this
Lease shall terminated and the rent shall be abated during the unexpired portion
of this  Lease  effective  on the  date  physical  possession  is  taken  by the
condemning  authority.  Lessee shall have no claim to the condemnation  award or
any part 










thereof,  unless some portion of the award is specifically  allocated to Lessee.
Lessee can pursue its own claims.

         (b) Partial Taking In the event a portion of the Leased  Premises shall
be taken  for any  public  or  quasi-public  use  under  any  governmental  law,
ordinance or  regulation,  or by right of eminent  domain or by purchase in lieu
thereof, and this Lease is not terminated as provided in subparagraph (a) above,
Lessor may, at  Lessor's  sole risk and  expense,  restore and  reconstruct  the
Building and other  Improvements on the Leased Premises to the extent  necessary
to make it reasonably  tenantable.  The rent payable under this Lease during the
unexpired portion of the term shall be adjusted to such an extent as may be fair
and  reasonable  under  the  circumstances.  Lessee  shall  have no claim to the
condemnation  award or any part  thereof,  unless  some  portion of the award is
specifically allocated to Lessee. Lessee can pursue its own claims.

13. FIRE AND CASUALTY:  (a) Substantial  Damage If the Leased Premises should be
totally destroyed by fire or other casualty, or if the Leased Premises should be
so damaged so that rebuilding  cannot reasonably be completed within one hundred
and eighty (180) working days after the date of written  notification  by Lessee
to Lessor of the  destruction,  this Lease shall  terminate,  and if such damage
shall  not have been  caused by the fault or  neglect  of  Lessee,  its  agents,
employees,  invitees, or those for whom Lessee is responsible, the rent shall be
abated for the unexpired  portion of the Lease,  effective as of the date of the
written notification.

         (b) Partial Damage If the Leased Premises  should be partially  damaged
by fire or other casualty, and rebuilding or repairs can reasonably be completed
within  one  hundred  and  eighty  (180)  working  days from the date of written
notification  by  Lessee  to Lessor of the  destruction,  this  Lease  shall not
terminate, but Lessor may proceed with reasonable diligence to rebuild or repair
the Building or other improvements to substantially the same conditions in which
they existed  prior to the damage.  If the Leased  Premises are to be rebuilt or
repaired and are untenantable in whole or in part following the damage,  and the
damage or  destruction  was not caused or contributed to by act or negligence of
Lessee, its agents, employees, invitees or those for whom Lessee is responsible,
the rent  payable  under  this  Lease  during  the  period  for which the Leased
Premises are untenantable shall be adjusted to such an extent as may be fair and
reasonable under the  circumstances  and mutually agreed upon by both the Lessee
and Lessor.  In event that Lessor  fails to complete  the  necessary  repairs or
rebuilding  within one hundred and eighty  (180)  working  days from the date of
written  notification by Lessee to Lessor of the destruction,  Lessee may at its
option  terminate  this Lease by delivering  written  notice of  termination  to
Lessor,  whereupon  all rights and  obligations  under this Lease shall cease to
exist.

14. PROPERTY INSURANCE:  Lessor shall at all times during the term of this Lease
maintain a policy or policies of insurance  with the  premiums  paid in advance,
issued by and binding upon a solvent  insurance  company,  insuring the Building
against all risk of direct  physical loss in an amount equal to 100% of the full
insurable  value of the Building  structure and its  improvements  (exclusive of
excavation and foundation costs and costs of conduits, pilings and other similar
underground  items and costs of parking  lot paving and  landscaping)  as of the
date of the loss,  provided,  that Lessor  shall not be  obligated in any way or
manner to insure any  personal  property  (including,  but not  limited  to, any
furniture, machinery, goods or supplies) of Lessee or which Lessee may have upon
or within the Leased  Premises or any fixtures,  installed  machinery,  goods or
supplies of Lessee or which  Lessee may have upon or within the Leased  Premises
or any  fixtures  installed  by or paid for by Lessee  upon or within the Leased
Premises or any additional Improvements which Lessee may construct on the Leased
Premises.










15.   WAIVER  OF   SUBROGATION:   Anything   in  this  Lease  to  the   contrary
notwithstanding,  to the extent that Lessor or Lessee shall be or have the right
to be reimbursed  by insurance,  Lessor and Lessee hereby waive and release each
other of and from any and all  rights  of  recovery,  claim,  action or cause of
action, against each other, their agents,  officers and employees,  for any loss
or damage that may occur to the Leased Premises, Improvements to the Building of
which the Leased Premises are a part, or personal property  (Building  Contents)
within the  Building,  by reason of fire or the elements  regardless of cause or
origin.  Because  this  paragraph  will  preclude  the  assignment  of any claim
mentioned in it by way of  subrogation  or otherwise to an insurance  company or
any other person,  each party to this Lease agrees  immediately  to give to each
insurance company which has issued to it policies of insurance covering all risk
of direct  physical  loss,  written  notice of the terms of the  mutual  waivers
contained  in  this  paragraph,  and to have  the  insurance  policies  properly
endorsed,  if necessary,  to prevent the invalidation of the insurance coverages
by reason of the mutual waivers contained in this paragraph.

16. HOLD  HARMLESS:  Lessor shall not be liable to Lessee's  employees,  agents,
invitees,  licensees  or  visitors,  or to any other  person,  for any injury to
person or damage to  property  on or about  the  Leased  premises  caused by the
negligence or misconduct of Lessee, its agents, servants or employees, or of any
other  person  entering  upon the  Leased  Premises  under  express  or  implied
authority of Lessee.  Lessee agrees to indemnify and hold harmless Lessor of and
from any loss,  attorney's  fees,  expenses  or claims  arising  out of any such
damage or injury.

17. QUIET  ENJOYMENT:  Lessor  warrants that it has full right to execute and to
perform this Lease and to grant the estate demised and that Lessee, upon payment
of the  required  rents and  performing  the terms,  conditions,  covenants  and
agreements  contained in this Lease,  shall peaceably and quietly have, hold and
enjoy the  Leased  Premises  during  the full term of this  Lease as well as any
extension or renewal  thereof.  Lessor shall not be responsible  for the acts or
omissions of any other Lessee or third party that may  interfere  with  Lessee's
use and enjoyment of the Leased Premises.

18.  LESSOR'S RIGHT OF ENTRY:  Lessor shall have the right,  upon 24 hours prior
notice,  at all reasonable hours, to enter the Leased Premises for the following
reasons: inspection;  cleaning or making repairs; showing the Leased Premises to
prospective  tenants  or  purchasers;  determining  Lessee's  use of the  Leased
Premises,  or  determining  if an act of default  under this Lease has occurred.
Lessee may escort Lessor or its agents while on Lease Premises.

19.  ASSIGNMENT AND SUBLETTING:  (a) Lessor's Rights Lessor shall have the right
to transfer and assign,  in whole or in part, its rights and  obligations in the
Building and property that are the subject of this Lease.

         (b) Lessee's  Restrictions.  (i) without the prior  written  consent of
Lessor,  which  shall not be  unreasonably  withheld,  Lessee may not  sublease,
assign,  mortgage,  pledge,  hypothecate  or  otherwise  transfer  or permit the
transfer of this lease or the  interest of Lessee in this Lease,  in whole or in
part,  by operation  of law or  otherwise.  If Lessee  desires to enter into any
sublease of the Leased Premises,  Lessee shall deliver written notice thereof to
Lessor,  together with financial and other information  sufficient for Lessor to
make an informed judgement with respect to such proposed sublease.  Any approved
sublease  shall be expressly  subject to the terms and conditions of this Lease.
In the event of any assignment or subletting, Lessee shall never the less at all
times  remain  fully  responsible  and  liable  for the  payment of the rent and
compliance with all of its other  obligations under the terms,  provisions,  and
covenants of this Lease. Upon the occurrence of an "Event of Default" as defined
below,  if all or any part of the Leased  Premises are then  assigned or sublet,
Lessor,  in addition to any other remedies provided by this Lease or provided by
law, may at its option,  collect  directly  from the  assignee or









subtenant  all rents  becoming  due to Lessee  by  reason of the  assignment  or
sublease,  and Lessor shall have a security  interest in all  properties  on the
Leased  Premises  to secure  payment of such sums.  Any  collection  directly by
Lessor from the  Assignee or subtenant  shall not be  construed to  constitute a
novation or a release of Lessee from the further  performance of its obligations
under the Lease.

                  (ii) In the event Lessee desires to enter into any sublease of
the Leased  Premises,  Lessor  shall have the option to exclude  from the Leased
Premises  covered  by the  Lease,  the space  proposed  to be sublet by  Lessee,
effective  as of the  proposed  Commencement  Date of  sublease of said space by
Lessee.  Lessor may exercise  said option after  Lessee  notifies  Lessor of the
proposed  sublease.  In the event Lessor  exercises  said  option,  Lessee shall
surrender  possession of the proposed  sublease space to Lessor on the effective
date of exclusion of said space from the Leased Premises  covered by this Lease,
and neither  party  hereto  shall have any further  rights or  liabilities  with
respect to said space under this Lease.

20. DEFAULT BY LESSEE:  The following shall be deemed to be Events of Default by
Lessee under this Lease:

         (a) Delinquent  Rent Lessee shall fail to pay when due any  installment
of rent or any other payment required pursuant to this Lease and such failure to
pay continues for five days from date of notice;

         (b)  Abandonment  Lessee shall abandon any  substantial  portion of the
Leased Premises;

         (c) Other Defaults Lessee shall fail to comply with any term, provision
or covenant of this  Lease,  other than the payment or rent,  and the failure is
not cured within ten (10) days after written notice to Lessee;

         (d) Bankruptcy  Lessee shall file a petition or be adjudged bankrupt or
insolvent under the National  Bankruptcy Act, as amended,  or any similar law or
statute of the United  States or any state;  or a receiver  or trustee  shall be
appointed for all or substantially  all of the assets of Lessee; or Lessee shall
make a transfer in fraud of creditors or shall make an assignment for benefit of
creditors; or

         (e) Liens Lessee shall do or permit to be done any act which results in
a lien being filed against the Leased Premises or the Building and/or Project of
which the Leased Premises are a part.

21. REMEDIES FOR LESSEE'S  DEFAULT:  Upon the occurrence of any event of default
set forth in this Lease,  Lessor shall have the option to pursue any one or more
of the following remedies without any notice or demand:

         (a)  Termination.  Terminate  this Lease,  in which event  Lessee shall
immediately  surrender the Leased Premises to Lessor, and if the Lessee fails to
surrender the Leased Premises, Lessor may, without prejudice to any other remedy
which it may have for  possession  or  arrearages  in rent,  enter upon and take
possession of the Leased Premises, by picking or changing locks if necessary and
lock out,  expel, or remove Lessee and any other person who may be occupying all
or any part of the Leased  Premises  without being liable for prosecution of any
claim for  damages.  Lessee  agrees to pay on demand  the amount of all loss and
damage which Lessor may suffer by reason of the  termination  of the Lease under
this  subparagraph,  whether  through  inability to relet the Leased Premises on
satisfactory terms or otherwise.










         (b) Entry and  Reletting  Enter upon and take  possession of the Leased
Premises by picking or changing lock if necessary, and lock out, expel or remove
Lessee and any other person who may be  occupying  all or any part of the Leased
Premises  without  being  liable for any claim or damages,  and relet the Leased
Premises  on behalf of Lessee  and  receive  directly  the rent by reason of the
reletting.

         (c) Entry and Performing  Lessee's  Obligations.  Enter upon the Leased
Premises,  by picking or changing  locks if necessary,  without being liable for
prosecution or any claim for damages,  and do whatever Lessee is obligated to do
under the terms of this Lease.  Lessee agrees to reimburse  Lessor on demand for
any  expenses  which  Lessor may incur in  effecting  compliance  with  Lessee's
obligations  under this Lease;  further,  Lessee agrees that Lessor shall not be
liable for any  damages  resulting  to Lessee  from  effecting  compliance  with
Lessee's  obligations under this subparagraph  caused by negligence of Lessor or
otherwise.

22.  WAIVER OF  DEFAULT  OR  REMEDY:  Failure  of Lessor to  declare an event of
default  immediately  upon its  occurrence,  or delay in  taking  any  action in
connection  with an event of  default,  shall  not  constitute  a waiver  of the
default,  but Lessor shall have the right to declare the default at any time and
take such action as is lawful or authorized under this Lease. Pursuit of any one
or more of the  remedies  set forth in  Paragraph  21 above  shall not  preclude
pursuit  of any one or more of the other  remedies  provided  elsewhere  in this
Lease or provided by law, nor shall  pursuit of any remedy  provided  constitute
forfeiture or waiver of any rent or damages  accruing to Lessor by reason of the
violation of any of the terms, provisions or covenants of this Lease. Failure by
Lessor to enforce one or more of the remedies  provided upon an event of default
shall not be deemed or construed to constitute a waiver of the default or of any
other violation or breach of any of the terms, provisions or covenants contained
in this Lease.

23.  ACTS OF GOD:  Lessor  shall not be  required  to perform  any  covenant  or
obligation  in this  Lease,  or be liable in damages  to Lessee,  so long as the
performance or non-performance of the covenant or obligation is delayed,  caused
by or prevented by an Act of God or Force Majeure.

24.  ATTORNEY'S  FEES:  Lessee  shall pay upon demand,  all costs and  expenses,
including  reasonable  attorney's  fees,  incurred  by Lessor in  enforcing  the
observance and performance by Lessee of all covenants,  conditions provisions of
this Lease or resulting from Lessee's  default under this Lease. In the event of
default by Lessor,  Lessee  shall be entitled  to  attorney's  fees  required to
enforce any remedies resulting from such default.

25.  SURRENDER OF PREMISES:  Upon  expiration  or  termination  of this Lease or
termination of Lessee's right of possession of the Leased Premises. Lessee shall
vacate the Leased premises.  Lessee shall immediately deliver possession thereof
to Lessor in a clean,  good and  tenantable  condition,  ordinary  wear and tear
accepted.  Upon any  termination  which  occurs other than by reason of Lessee's
default, Lessee shall be entitled to remove from the Leased Premises all movable
personal  property of Lessee's  provided  Lessee  immediately  shall  repair all
damage  resulting  from such  removal and shall  restore the Leased  Premises to
tenantable  condition.  In the event  possession  of the Leased  Premises is not
immediately  delivered  to  Lessor  or if Lessee  shall  fail to  remove  all of
Lessee's movable  property as aforesaid,  Lessor may remove any of such property
therefrom  without any  liability  of Lessor to Lessee or any other  party.  All
movable  property which may be removed from the Leased  Premises by Lessor shall
be  conclusively  presumed to have been  abandoned  by Lessee and title  thereto
shall pass to Lessor without any cost or credit  therefore and Lessor may at its
option and at Lessee's expense, store and/or dispose of such property.









26. HOLDING OVER: In the event of holding over by Lessee after the expiration or
termination of this Lease, the hold over shall be as a tenant at will and all of
the terms and  provisions of this Lease shall be applicable  during that period.
Lessee  shall pay  Lessor as rental  for the  period of such hold over an amount
equal to one and  one-half  (1-1/2) of the rent which would have been payable by
Lessee had the hold over period been a part of the original  term of this Lease.
Lessee agrees to vacate and deliver the Leased  Premises to Lessor upon Lessee's
receipt of notice from Lessor to vacate. The rental payable during the hold over
period shall be payable to Lessor on demand. No holding over by Lessee,  whether
with or without consent of Lessor,  shall operate to extend this Lease except as
otherwise expressly provided.

27. RIGHTS OF FIRST AND SECOND MORTGAGEE:  Lessee accepts this Lease subject and
subordinate  to any  recorded  first and second  mortgage  or deed of trust lien
presently  existing or  hereafter  created upon the Leased  Premises.  Lessor is
hereby irrevocably vested with full power and authority to subordinate  Lessee's
interest under this Lease to any first and second mortgage or deed of trust lien
hereafter  placed on the Leased  Premises,  and  Lessee  agrees  upon  demand to
execute additional  instruments  subordinating this Lease as Lessor may require.
If the  interests of Lessor under this Lease shall be  transferred  by reason of
foreclosure or other proceedings for enforcement of any first or second mortgage
or deed of trust on the Leased Premises, Lessee shall be bound to the transferee
(sometimes  called the `Purchaser'),  at the option of the Purchaser,  under the
terms,  covenants  and  conditions  of this  Lease for the  balance  of the term
remaining,  and any  extensions or renewals with the same force and effect as if
the Purchaser were Lessor under this Lease,  and, if requested by the Purchaser,
Lessee  agrees  to  atone to the  Purchaser,  including  the  first  and  second
mortgagee  under any such mortgage if it be the  Purchaser,  as its Lessor.  The
transfer of any interest of Lessor under this Lease shall not diminish  Lessee's
rights under the Lease as long as it is not in default hereunder.

28. ESTOPPEL CERTIFICATES:  Lessee agrees to furnish promptly from time to time,
upon  request  of Lessor or  Lessor's  mortgagee,  a  statement  certifying,  if
applicable,  that Lessee is in  possession  of the Leased  premises;  the Leased
Premises  are  acceptable;  the Lease is in full force and effect;  the Lease is
unmodified;  Lessee claims no present  charge,  liens or claim of offset against
rent; the rent is paid for the current  month,  but is not prepaid for more than
one month and will not be prepaid for more than one month in  advance;  there is
no existing default by reason of some act or omission by Lessor;  and such other
matters as may be reasonably required by Lessor or Lessor's mortgagee.

29.  SUCCESSORS:  Subject to  Paragraphs  20 and 21 hereof,  this Lease shall be
binding  upon and insure to  benefit  of Lessor and Lessee and their  respective
heirs,  personal  representatives,  successors  and  assigns,  and  if  Lessor's
interest in the Leased Premises cease to exist for any reason during the term of
this lease,  then,  notwithstanding  the  happening  of such  event,  this Lease
nevertheless  shall  remain  unimpaired  and in full force and effect and Lessee
hereunder agrees to atone to the then owner of the Leased Premises.

30. RENT TAX: If applicable in the  jurisdiction  where the Leased  Premises are
situated,  Lessee shall pay and be liable for all rental, sales and use taxes or
other similar taxes,  related to the leased  Premises,  levied or imposed by any
city,  state,  or county  or other  governmental  body  having  authority,  such
payments to be in addition to all other  payments  required to be paid to Lessor
by  Lessee  under  the  terms  of this  Lease.  Any such  payment  shall be paid
concurrently  with the  payment  of the rent upon  which the tax is based as set
forth above.

31. DEFINITIONS: The following definitions apply to the terms set forth below as
used in this Lease:










         (a) "Abandon" means the vacating of all or a substantial portion of the
Leased  Premises  by  lessee,  whether or not Lessee is in default of the rental
payments due under this Lease.

         (b) An "Act of God" or "Force  Majeure" is defined for purposes of this
Lease as strikes,  lockouts,  sit-downs,  material or labor  restrictions by any
governmental authority,  unusual transportation delays, riots, floods, washouts,
explosions, earthquakes, fire, storms weather (including wet ground or inclement
weather  which  prevents   construction),   acts  of  the  public  enemy,  wars,
insurrections  and any other cause not  reasonably  within control of Lessor and
which by the exercise of due diligence  Lessor is unable,  wholly or in part, to
prevent or overcome.

         (c) The "Completion  Date" shall be the date on which the  Improvements
erected and to be erected upon the Leased Premises shall have been substantially
completed  in  accordance  with the  plans  and  specifications  referred  to in
Paragraph 9.

         (d) "Real  Estate Tax" means all school,  city,  state and county taxes
and assessments including special district taxes or assessments.

         (e) "Square Feet" or "Square  Foot" as used in this Lease  includes the
area contained within the space occupied by Lessee.

32. MISCELLANEOUS:  The captions,  headings,  and titles appearing in this Lease
are  inserted  only as a matter  of  convenience  and in no way  define,  limit,
construe or describe the scope or intent of such paragraph.  If any provision of
this Lease or the  application  thereof to any person or  circumstance  shall be
invalid or  unenforceable  to any extent,  the  remainder  of this Lease and the
application  of such  provision to other persons or  circumstances  shall not be
affected thereby and shall be enforced to the greatest extent permitted by Law.

33.  NOTICE AND  PAYMENTS:  (a)  Payments by Lessee All rent and other  payments
required  to be made by Lessee  shall be payable to Lessor the address set forth
below.

         (b)  Payments by Lessor All  payments  required to be made by Lessor to
Lessee  shall be payable to Lessee at the  address  set forth  below,  or at any
other  address with the United States as Lessee may specify from time to time by
written notice.

         (c) Notice Any notice or document required or permitted to be delivered
by this Lease shall be deemed to be delivered (whether or not actually received)
when  deposited in the Untied  States Mail,  postage  prepaid,  certified  mail,
return receipt requested,  addressed to the parties at the respective  addresses
set out below:

LESSOR:                                              LESSEE:

1385 Kemper Meadow Drive                             1385 Kemper Meadow Drive
Forest Park, Ohio 45240                              Forest Park, Ohio 45240

or to such other  address as Lessor or Lessee may  specify by a notice  given in
the foregoing manner. All notices, demands, and requests shall be effective upon
being deposited in the United States Mail.  However,  the time period in which a
response to any such notice,  demand or request must be given shall  commence to
run from the date of  receipt on the return  receipt  of the  notice,  demand or
request by the 









addressee  thereof.  Rejection  or other  refusal to accept or the  inability to
deliver  because of changed address of which no notice was given shall be deemed
to be receipt of the notice, demand or request sent.

34. REAL ESTATE  BROKERS:  Lessee  represents that Lessee has not dealt with any
real estate broker, salesperson, or finder in connection with this Lease, and no
such person  initiated or  participated  in the  negotiation  of this Lease,  or
showed the  Premises  to Lessee.  Lessee  agrees to  indemnify  and hold  Lessor
harmless  from any  claim or  claims,  as well as costs and  expenses  including
attorney's fees incurred by Lessor in conjunction with any such claim or claims,
of any broker or brokers,  claiming to have interested Lessee in the Building or
Leased Premises or claiming to have caused Lessee to enter into this Lease.

35. SECURITY  DEPOSIT:  Lessor has received from Lessee the sum of $10,000.00 as
security for the performance of all of Lessee's  obligation  hereunder including
the  payment of rent.  In the event of any  default by Lessee,  Lessor may at it
option  apply such part of the deposit as may be  necessary to cure the default,
and if Lessor does so, Lessee shall upon demand make such additional  deposit as
may be required to maintain the sum of $10,000.00 on hand.  Upon the termination
of this Lease, Lessor shall,  provided the Lessee is not in any default,  refund
to Lessee the balance held by Lessor without interest. In the event of a sale of
the Land and Building of which the Leased premises are a part, Lessor shall have
the right to transfer the deposit and Lessee agrees to look to the new purchaser
solely for the return of said deposit.

35.  SEVERABILITY:  If any  provision  of this  Lease  shall be held  invalid or
unenforceable  by any court of competent  jurisdiction,  such holding  shall not
validate or render unenforceable any other provision hereof.

36.  APPLICABLE  LAW: This Lease shall be governed by the applicable laws of the
State of Ohio.

37. LESSER COVENANTS: Lessee agrees, covenants, represents and warrants that:

                  1) as of  the  date  of  execution  hereof,  Lessee  is not in
default of any of its obligations or agreements with its creditors.

                  2)  Upon  request,   Lessee  will  provide  Lessor   financial
information or sureties satisfactory to Lessor and Lessor's first mortgagee.

                  3) All  obligations  of  Lessee  shall  be  guaranteed  by all
Shareholders  of Lessee  pursuant  to a Lease  Guaranty  Agreement  of even date
herewith.

39. ENTIRE  AGREEMENT AND  LIMITATION OF WARRANTIES;  IT IS EXPRESSLY  AGREED BY
LESSEE,  AS A MATERIAL  CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS
LEASE,  WITH THE SPECIFIC  REFERENCES  TO WRITTEN  EXTRINSIC  DOCUMENTS,  IS THE
ENTIRE  AGREEMENT  OF  THE  PARTIES;   THAT  THERE  ARE,  AND  WERE,  NO  VERBAL
REPRESENTATIONS,   WARRANTIES,   UNDERSTANDINGS,   STIPULATIONS,  AGREEMENTS  OR
PROMISES  PERTAINING TO THIS LEASE OR THE EXPRESSLY  MENTIONED WRITTEN EXTRINSIC
DOCUMENTS NOT INCORPORATED IN WRITING IN THIS LEASE. LESSOR AND LESSEE EXPRESSLY
AGREE THAT  THERE ARE AND SHALL BE NO IMPLIED  WARRANTIES  WHICH  EXTEND  BEYOND
THOSE  EXPRESSLY SET FORTH IN THIS LEASE.  IT IS LIKEWISE AGREED 








THAT THIS LEASE MAY NOT BE ALTERED,  WAIVED,  AMENDED OR  EXTENDED  EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY BOTH LESSOR AND LESSEE.










Signed at Cincinnati, Ohio, this 9th day of March, 1995.


                                     LESSEE:  SUPERIOR PHARMACEUTICAL COMPANY

Witnesseth:

Sheila M. Jobe___________________    By:  Dennis B. Smith____________________


[illegible]______________________    By:  Eric C. Hagerstrand, VP____________


STATE OF OHIO              )
                           )SS.
COUNTY OF HAMILTON         )

         I HEREBY CERTIFY,  that on this 9th day of March,  1995,  before me the
subscriber,  a Notary  Public  of the State of Ohio,  in and for said  County of
Hamilton, aforesaid personally appeared DENNIS B. SMITH, the President, and ERIC
C. HAGERSTRAND,  the  Vice-President  of SUPERIOR  PHARMACEUTICAL  COMPANY,  the
Lessee  in the  foregoing  Lease,  who  being  duly  authorized  by its Board of
Directors  and acting in order to and with the  express  intent of binding  said
corporation  acknowledged  the signing of the foregoing  Lease  Agreement as the
free and  voluntary  corporate  act of Tenant and the free and voluntary act and
deed of said  officers  for an on  behalf  of said  corporation  for the uses of
purposes therein mentioned.

         IN  TESTIMONY  WHEREOF,  I hereunto  set my hand and  official  seal at
Cincinnati, Ohio.

                                        Sheila M. Jobe
                                        ---------------------------------------
                                        Notary Public

Witnesseth:                             LESSOR:  SPC PROPERTIES LIMITED

Sheila M. Jobe                          By:  Thomas L. Canning 
----------------------------------      ----------------------------------------
[illegible]                             By:  Eric C. Hagerstrand 
----------------------------------      ----------------------------------------
                                        By:  Dennis B. Smith 
----------------------------------      ----------------------------------------


         I HEREBY CERTIFY,  that on this 9th day of March,  1995,  before me the
subscriber,  a Notary  Public  of the State of Ohio,  in and for said  County of
Hamilton,  aforesaid  personally  appeared DENNIS B. SMITH, ERIC C. HAGERSTRAND,
and THOMAS L. CANNING,  all of the members of SPC Properties Limited, the Lessor
in the foregoing  Lease Agreement as his free and voluntary act for the uses and
purposes therein mentioned.















         IN  TESTIMONY  WHEREOF,  I hereunto  set my hand and  official  seal at
Cincinnati, Ohio.


                                        Sheila M. Jobe_________________________
                                        Notary Public







                               BASE RENT SCHEDULE
                                       FOR
                           COMMERCIAL LEASE AGREEMENT


Months 1 through 60                   $25,000.00
Months 2 through 120                  $30,000.00
Months 121 through 241                $35,000.00


Witnesseth:                           LESSOR:

Sheila M Jobe                         Eric C. Hagerstrand                       
----------------------------------    ------------------------------------------
[illegible]                           Thomas L. Canning                         
----------------------------------    ------------------------------------------
Witnesseth:                           LESSEE:
----------------------------------    ------------------------------------------
Sheila M. Jobe                        Eric C. Hagerstrand                       
----------------------------------    ------------------------------------------
[illegible]                           Dennis B. Smith                           
----------------------------------    ------------------------------------------