EXHIBIT 10.11






                                       LEASE


                                      between


                          AQUILA BIOPHARMACEUTICALS, INC.


                                     Landlord


                                        and


                              BIOMERIEUX VITEK, INC.


                                      Tenant
















                             Dated:  October 22, 1996






                                 TABLE OF CONTENTS


        Section                                                      Page

        Table of Contents.............................................  i
         1. Introductory Provisions...................................  1
            (a) Fundamental Lease Provisions..........................  1
            (b) References and Conflicts..............................  2
            (c) Exhibits..............................................  2
         2. Premises..................................................  2
            (a) Leased Premises.......................................  2
            (b) The Property..........................................  2
            (c) Tenant's Proportionate Share..........................  3
         3. Term and Acceptance by Tenant.............................  3
            (a) Lease Term............................................  3
            (b) Renewal Option........................................  3
            (c) Acceptance of Leased Premises.........................  5
            (d) Permits...............................................  5
         4. Rent......................................................  5
            (a) Minimum Annual Rent...................................  5
            (b) Additional Rent.......................................  5
                  (i) General.........................................  5
                 (ii) Real Estate Taxes...............................  6
                (iii) Insurance.......................................  7
                 (iv) Utility Expenses Not Separately Metered.........  9
                  (v) Landlord's Enforcement Costs....................  9
            (c) Payment of Rent.......................................  9
         5. Use ...................................................... 10
            (a) Use................................................... 10
            (b) Compliance With Laws, Fire Insurance, Condition of
                Leased Premises....................................... 10
         6. Common Areas.............................................. 11
            (a) Common Areas Defined.................................. 11
            (b) Landlord's Control.................................... 11
            (c) Parking Spaces........................................ 12
         7. Rules and Regulations..................................... 12
         8. Utilities................................................. 12
         9. Landlord's Right of Entry................................. 12
        10. Maintenance and Repair.................................... 12
            (a) Tenant's Responsibility............................... 12
            (b) Landlord's Responsibility............................. 13
        11. Alternations or Improvements by Tenant.................... 14
        12. Surrender................................................. 14
        13. Tenant Holding Over....................................... 15
        14. Assignment and Subletting................................. 15
            (a) Assignment by Tenant.................................. 15
            (b) Assignment by Landlord................................ 17
        15. Bankruptcy................................................ 17
        16. Default................................................... 18
        17. Landlord's Rights Upon Tenant's Default................... 18


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        18. Lender Requirements....................................... 20
            (a) Subordination......................................... 20
            (b) Attornment............................................ 20
            (c) Notice to Mortgagee Upon Landlord's Default........... 21
        19. Estoppel Certificates..................................... 21
        20. Damage by Fire or Other Casualty.......................... 21
            (a) Restoration........................................... 21
            (b) Termination........................................... 22
            (c) Lender's Approval..................................... 23
        21. Condemnation.............................................. 23
        22. Landlord's Liability...................................... 24
        23. Tenant's and Landlord's Liability......................... 24
        24. Indemnity................................................. 24
            (a) By Tenant............................................. 24
            (b) By Landlord........................................... 24
        25. Tenant's Insurance........................................ 25
            (a) Coverages............................................. 25
                  (i) Comprehensive Liability......................... 25
                 (ii) All-Risk Casualty............................... 25
                (iii) Workers' Compensation........................... 25
            (b)  Policy Requirements.................................. 25
            (c)  No Limitation of Liability........................... 26
        26. Waiver of Subrogation..................................... 26
        27. No Liens Permitted; Discharged............................ 26
        28. Signs, Awnings and Canopies............................... 27
        29. Environmental Protection.................................. 27
        30. Notices................................................... 28
        31. Time ..................................................... 28
        32. Postponement of Performance............................... 29
        33. Brokers................................................... 28
        34. No Waiver................................................. 29
        35. Amendments................................................ 29
        36. Applicable Law............................................ 29
        37. Transfer of the Property.................................. 29
        38. Option to Purchase........................................ 30
        39. Option on Additional Space................................ 31
        40. Procedure to Require Purchase or Termination of Option.... 31
        41. Waiver of Counterclaim and Trail by Jury/Attorneys Fees... 31
        42. Separability.............................................. 32
        43. Corporate Authority....................................... 32
        44. Interpretation............................................ 32
            (a)  Captions............................................. 32
            (b)  Gender............................................... 32
            (c)  Covenants............................................ 32
            (d)  Interpretation....................................... 32
        45. Landlord's Agreement re: Contract of Sale of the
            Property.................................................. 32
        46. Reasonableness of Expenses................................ 33
        47. Limits of Landlord's Liability............................ 33
        48. Binding Effect............................................ 33
        49. Recording................................................. 33




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                                  LEASE AGREEMENT


             THIS LEASE is made as of this 22nd day of October, 1996, by
        and between Aquila Biopharmaceuticals, Inc. (the "Landlord"), with
        a business and mailing address of 365 Plantation Street,
        Worcester, Massachusetts 01605, and bioMerieux Vitek, Inc., a
        Missouri Corporation, (the "Tenant"), with a business and mailing
        address of 595 Anglum Drive, Hazelwood, Missouri 63242-2395.

                                    WITNESSETH:

             For and in consideration of the covenants herein contained
        and upon the terms and conditions herein set forth, the parties
        agree as follows:

             1.   Introductory Provisions.

                  (a)  Fundamental Lease Provisions.  Certain Fundamental
        Lease provisions are presented in this Section in summary form
        solely to facilitate convenient reference by the parties hereto:

                  (1)  Leased Premises

                       3  Taft Court
                       1500 East Gude Drive
                       Rockville, Maryland

                  (2)  Gross Leasable Area

                        2,000 square feet at 3  Taft Court and
                       38,543 square feet at 1500 E. Gude Drive

                  (3)                           1500 E. Gude   3  Taft
                                                    Drive       Court

                   A. Proportionate Share -           85%         8%
                   B. R.E. Proportionate Share -      85%        34%
                   C. Insurance Proportionate Share - 85%        34%

                  (4)  Rent Commencement Date   October 22, 1996

                  (5)  Expiration Date -        Tenth Anniversary of the
                                                Rent Commencement Date

                  (6)  Minimum Annual Rent

                       Lease Year 1-3      $466,244.50 per year
                       Lease Year 4-7      $506,787.50 per year
                       Lease Year 8-10     $547,330.50 per year




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                  (7)  Basic Monthly Rent

                       Lease Year 1-3      $38,853.71 per month
                       Lease Year 4-7      $42.232.29 per month
                       Lease Year 8-10     $45,610.88 per month

                  (8)  Tenant's Use Clause -    Manufacturing; general
                                                office, research and
                                                development, and uses
                                                incidental thereto


                  (b)  References and Conflicts.  Each reference in this
        Lease to any of the fundamental Lease provisions contained in
        Section 1(a) shall be construed to incorporate all of the terms
        provided for under such provisions, and such provisions shall be
        read in conjunction with all other provisions of this Lease
        applicable thereto.  If there is any conflict between any of the
        fundamental Lease provisions set forth in Section 1(a) and any
        other provisions of the Lease, the latter shall control.

                  (c)  Exhibits.  The following drawings and special
        provisions are attached hereto as exhibits and hereby made a part
        of this Lease:

             Exhibit A.     Description of Leased Premises

             2.   Premises.

                  (a)  Leased Premises.  Landlord hereby leases to Tenant,
        and Tenant hereby rents from Landlord, certain premises (the
        "Leased Premises") situated at 1500 East Gude Drive and 3 1/2 Taft
        Court, Rockville, MD 20850 and as more fully described on Exhibit
        A, and as set forth on the floor plan (or site plan) attached
        hereto as Exhibit A-1, together with the non-exclusive right to
        use the common areas of the Property as more fully described in
        Section 7 hereof.  The Leased Premises shall consist of the agreed
        square footage of floor space as specified in Section 1(a)(2).

                  (b)  The Property.  The Leased Premises is (i) a part of
        improved real property owned by Landlord which is more fully
        described as "Lot 5, Block A, in the Red Gate Industrial Park
        Subdivision as shown on a plat thereof recorded in Plat Book 102,
        Plat 11503 among the Land Records of Montgomery County, Maryland"
        ("Parcel 1"), and (ii) "Lot numbered Nine (9) in Block lettered
        "B" in the subdivision known as "RED GATE INDUSTRIAL PARK" as per
        plat thereof recorded in Plat Book 114 at Plat 13548 among the
        Land Records of Montgomery County, Maryland, more commonly known
        as 1500 East Gude Drive, Rockville, Maryland 20850 ("Parcel 2").
        (Parcel 1 and Parcel 2 are sometimes collectively referred to
        herein as the "Property").  Landlord represents and warrants to
        Tenant that it is the owner in fee simple of the Property, subject
        to certain encumbrances, rights of way, easements, and other
        matters of record, none of which interfere with or adversely

                                       - 5 -




        affect the continued use and occupancy of the Leased Premises as
        contemplated herein.  Located on Parcel 1 is a portion of the
        Leased Premises, and a building known as 3 Taft Court, Rockville,
        Maryland currently leased to BTRL Contracts and Services, Inc.
        pursuant to a lease dated June 30, 1992.  The gross leasable area
        of the Property is specified in Section 1(a)(3) ("Gross Leasable
        Area" or "GLA").  The GLA of the Property shall be used
        hereinafter for purposes of Tenant's "Proportionate Share" (as
        hereinafter defined) of certain expenses payable to Landlord as
        "Additional Rent" (as hereinafter defined).  Landlord reserves the
        right to modify the GLA of the Property, and shall modify the GLA
        of the Property, from time to time during the Lease Term as a
        result of construction of new leasable improvements or the
        demolition of existing leasable improvements on the Property.
        Landlord's right to modify the GLA of the Property shall not be
        construed to provide Landlord with any right to modify the floor
        plan of the Leased Premises, or to deprive Tenant of the
        reasonable use of any portion of the parking areas or other common
        areas allocated to it.

                  (c)  Tenant's Proportionate Share.  Tenant's
        Proportionate Share of certain expenses hereinafter made payable
        to Landlord as Additional Rent is specified in Section 1(a)(4).
        Said computation is based upon the ratio of the total area of
        floor space in the Leased Premises to the GLA of the Property.
        The Proportionate Share shall be modified during the Lease Term in
        the event that the GLA of the Property is modified as described in
        Section 2(b) above.

             3.   Term and Acceptance by Tenant.

                  (a)  Lease Term.  The term of this Lease (sometimes
        herein called the "Lease Term") shall begin as of the date
        specified in Section 1(a)(5) ("Rent Commencement Date") and,
        unless sooner terminated as herein provided, continue thereafter
        through the date specified in Section 1(a)(6) ("Expiration Date").
        The period commencing with the Rent Commencement Date and ending
        on the last day of the twelfth (12th) full calendar month
        thereafter shall constitute the first "Lease Year" as such term is
        used herein.  Each successive full twelve (12) month period during
        the Lease Term shall constitute a "Lease Year".

                  (b)  Renewal Option.  Tenant may extend the original
        term of this Lease for two (2) consecutive additional terms of ten
        (10) Lease Years each by giving to Landlord notice of each such
        election at least one hundred eighty (180) days prior to the
        expiration of the original term or then renewal term hereof, as
        applicable; provided, however, that Tenant shall not have such
        right to extend if it shall then be in default under the terms of
        this Lease (at the time of election) or if this Lease shall have
        earlier expired or terminated, and that there shall only be two
        (2) such renewal terms.  The Minimum Annual Rent payable during
        each renewal term shall be a sum equal to the fair rental value
        (the "Fair Rental Value") of the Leased Premises on the date which

                                       - 6 -




        is one hundred eighty (180) days prior to the commencement date of
        said renewal term (such Fair Rental Value being determined by
        agreement between Landlord and Tenant), but in no event shall such
        Minimum Annual Rent be less than the Minimum Annual Rent payable
        by Tenant for the last Lease Year of the prior term or more than
        one hundred twenty-five percent (125%) of the Minimum Annual Rent
        payable by Tenant for the last Lease Year of the prior term.

                       If, at least five (5) months prior to the
        expiration of the then current term of this Lease, Landlord and
        Tenant are unable to agree upon said  Fair Rental Value for the
        next renewal term, either party may serve a written notice on the
        other party nominating and appointing an appraiser who shall have
        at least five years experience in real estate in the Rockville,
        Maryland area and in the case of the third appraiser shall not
        have acted in any manner for either Landlord or Tenant within four
        years of the appointment, and within fifteen (15) days thereafter
        the other party shall appoint an appraiser.  Upon the appointment
        of the two appraisers as hereinabove provided, said appraisers
        shall forthwith, and within fifteen (15) days after the
        appointment of the second appraiser, and before exchanging views
        to the question at issue, appoint in writing a third appraiser and
        give written notice of such appointment to each of the parties.
        In the event the two appraisers shall fail to appoint or agree
        upon third appraiser within said fifteen (15) day period, a third
        appraiser shall be selected by the parties themselves if they so
        agree upon such third appraiser within a further period of ten
        (10) days.  If any appraiser shall not be appointed or agreed upon
        within the time herein provided, then either party may apply to
        the appropriate Court of the State of Maryland having jurisdiction
        for appointment of such appraiser.  Said appraisers shall be sworn
        faithfully and fairly to determine the Fair Rental Value.  The
        three appraisers shall afford to the parties a hearing and the
        right to submit evidence, with the privilege of cross-examination,
        on the question at issue and shall, with all possible speed, make
        their determination in writing and shall give notice to the
        parties of such determination.  The concurring determination of
        any two of said three appraisers shall be binding upon the
        parties, or, in case no two of the three appraisers shall render a
        concurring determination, then the determination of the third
        appraiser appointed shall be binding upon the parties.  The fees
        and expenses of the appraisers shall be divided equally between
        the parties.

                       If Tenant shall have exercised an option to extend
        the term of this Lease within the time period herein provided,
        this Lease shall be deemed extended upon all of the then executory
        terms, covenants and conditions contained herein except that the
        Minimum Annual Rent payable during such extended term shall be as
        set forth above in this paragraph.  Time shall be of the essence
        as to any notice which may be given by Tenant under this
        paragraph.



                                       - 7 -




                  (c)  Acceptance of Leased Premises.  Tenant accepts
        possession of the Leased Premises in "as is" condition, Tenant
        expressly acknowledges and agrees that Landlord has made no
        representations or warranties with respect to the Leased Premises,
        and that no promises to alter, repair or improve the Leased
        Premises or the Property have been made by Landlord or its agents
        or employees, unless specifically set forth herein.
        Notwithstanding the foregoing, Landlord agrees that on the
        commencement date of the Lease the leaks in the roof and/or
        surrounding areas of the buildings on the property situated at
        1500 E. Gude Drive and 3  Taft Court shall be repaired, or that
        Landlord shall continue to use diligent efforts to remove the
        cause of any continuing or new leaks.

                  (d)  Permits.  Tenant shall be responsible for obtaining
        any permits or licenses necessary, because of any change in
        Tenant's use of the Leased Premises from that use contemplated
        herein, for its lawful occupancy of the Leased Premises.  This
        requirement shall not relieve Tenant of its liability for the
        payment of Minimum Annual Rent and Additional Rent, and the
        performance of all other obligations contained herein, from and
        after the Rent Commencement Date, in the event that all of said
        approvals, permits and licenses have not been acquired prior
        thereto.

             4.   Rent.

                  (a)  Minimum Annual Rent.  The Minimum Annual Rent
        reserved hereunder in Section 1(a)(7) shall be payable by Tenant
        to Landlord during each Lease Year of the Lease Term in equal
        monthly installments of Basic Monthly Rent in the amounts set
        forth in Section 1(a)(8), due in advance, without notice or
        demand, and without set-off, deduction, recoupment or abatement of
        any kind except as otherwise set forth herein, on the Rent
        Commencement Date and the first (1st) day of each and every
        calendar month thereafter during the Lease Term.  In the event
        that the Rent Commencement Date occurs on a day other than the
        first day of a calendar month or the Lease Term ends on a day
        other than the last day of a calendar month, then the Basic
        Monthly Rent or Additional Rent for such partial month(s) shall be
        computed on a per diem basis by dividing the Basic Monthly Rent or
        Additional Rent by thirty (30) and multiplying it by the number of
        days in the partial calendar month.  Rent shall be paid to
        Landlord, or to such other person(s), or at such other address as
        Landlord may designate to Tenant from time to time.

                  (b)  Additional Rent.

                        (i) General.  Whenever it is provided by the terms
        of this Lease that Tenant is required to make any payment to
        Landlord other than a payment of Minimum Annual Rent, such payment
        shall be deemed to be a payment of additional rent ("Additional
        Rent").  Unless otherwise expressly specified herein, Additional
        Rent shall be paid by Tenant with the next installment of Basic

                                       - 8 -




        Monthly Rent thereafter falling due.  Additional Rent shall
        include, but not be limited to:

                       (ii) Real Estate Taxes.  Commencing upon the first
        day of the first month of the Lease, and thereafter on the first
        day of each calendar month throughout the Lease Term, Tenant shall
        pay to Landlord, without notice or demand therefor (other than the
        annual notice of Landlord's estimate of Tenant's R.E.
        Proportionate Share of the Real Estate Taxes and a copy of the tax
        bills as described in the following paragraph of this section),
        and without any deduction whatsoever, one-twelfth (1/12) of its
        R.E. Proportionate Share of Landlord's good faith estimate of the
        Real Estate Taxes to be incurred by Landlord on the Property
        during that tax year (prorated, if necessary, if the remainder of
        the Lease Term constitutes less than the full tax year).  Tenant's
        obligation to pay its R.E. Proportionate Share of the Real Estate
        Taxes incurred during the Lease Term shall survive the expiration
        or other termination of the Lease.

             The term "Real Estate Taxes" shall mean all taxes and
        assessments, general and special, ordinary and extraordinary,
        foreseen and unforeseen, now or hereafter assessed, levied or
        imposed upon the Property, including both the land and the
        improvements which are built thereon, including, without
        limitation, front foot benefit charges and adequate public
        facility costs and assessments, together with (i) any tax,
        assessment, or other imposition in the nature of a real estate
        tax, (ii) any ad valorem tax on rent or any tax on income if
        imposed in lieu of or in addition to real estate taxes and
        assessments, and (iii) any taxes and assessments which may
        hereafter be substituted for real estate taxes, including by way
        of illustration only, any tax, assessment or other imposition
        (whether a business rental or other tax) now or hereafter levied
        upon Landlord for a tenant's use or occupancy of or conduct of
        business on the Property, or a tenant's improvements to or
        furniture, fixtures or equipment on the Property.  Real Estate
        Taxes shall also include all reasonable costs incurred by Landlord
        in contesting the validity or amount of any such taxes.  Real
        Estate Taxes shall not include transfer, inheritance, capital
        stock or income taxes or other similar personal tax of Landlord,
        nor any late charges, penalties or interest, incurred due to
        untimely payments by Landlord in connection with said tax.

             Within fifteen (15) days after Landlord's receipt from the
        taxing authority of the Real Estate Tax bills for the fiscal 1997
        tax year and for each tax year thereafter during the Lease Term,
        Landlord shall deliver to Tenant a copy of such tax bills,
        together with a statement showing Tenant's R.E. Proportionate
        Share of the actual Real Estate Taxes due for said tax year and
        the amount of payments made by Tenant based upon the estimate
        thereof.  Tenant shall pay Landlord, within thirty (30) days of
        Tenant's receipt of such statement, Tenant's R.E. Proportionate
        Share of the excess, if any, of the Real Estate Taxes for such tax
        year over the estimated costs thereof.  If the amount paid by

                                       - 9 -




        Tenant as Tenant's R.E. Proportionate Share of the estimated Real
        Estate Taxes for such tax year exceeded Tenant's R.E.
        Proportionate Share of actual Real Estate Taxes for such tax year,
        the excess shall be credited toward payment of the next
        installment of Basic Monthly Rent to be paid by Tenant after
        Tenant receives said statement from Landlord.  If the amount paid
        by Tenant for the last tax year of the Lease Term exceeds Tenant's
        R.E. Proportionate Share of actual Real Estate Taxes for such tax
        year, Landlord shall pay Tenant the excess amount within thirty
        (30) days after Landlord's submission to Tenant of the aforesaid
        statement for such tax year.

             Upon Tenant's written request, Landlord will contest, at
        Tenant's expense, the validity or amount of any such Real Estate
        Tax.  Tenant shall be entitled to its R.E. Proportionate Share of
        any refund or reduction.

             Tenant shall receive a credit for the amount of any expenses
        it paid which resulted in a refund or reduction applicable to the
        rest of the Property.

             Landlord shall deposit and thereafter hold in escrow, until
        disbursement, the funds received from Tenant pursuant to this
        section in an interest bearing, federally insured account.  All
        interest earned on said account shall be credited to Tenant and
        shall be used in the adjustments to Tenant's payments made
        hereunder from time to time during the lease Term so that Landlord
        collects only such monies as are necessary to pay Tenant's R.E.
        Proportionate Share of said Real Estate Taxes.

             In addition to Tenant's obligation for the payment of its
        R.E. Proportionate Share of the Real Estate Taxes, Tenant shall be
        liable for, and shall pay before delinquency, all taxes levied
        against any personal property or trade fixtures placed by Tenant
        in or about the Leased Premises.

                      (iii) Insurance.  Commencing upon the Rent
        Commencement Date and thereafter throughout the Lease Term, Tenant
        shall pay to Landlord without notice or demand therefor and
        without any deduction whatsoever, its Insurance Proportionate
        Share of the premium cost of the casualty insurance, liability
        insurance, rent loss insurance, and other reasonable and necessary
        form of insurance carried by Landlord with respect to the Property
        ("Insurance Cost") during any policy year; provided, however, that
        if the adjacent building on Parcel 1 is demolished during the
        Lease Term, then commencing upon such demolition and for so long
        as the Leased Premises constitutes one hundred percent (100%) of
        the leasable improvements on the Property, Tenant shall be
        obligated to pay one hundred percent (100%) of the Insurance Cost.

             Not less than ten (10) days before the Rent Commencement
        Date, Landlord shall deliver to Tenant a written statement, with
        supportive documentation of Landlord's estimate of the amount of
        the Insurance Cost for the then current policy year, and Tenant's

                                      - 10 -




        Insurance Proportionate Share of such Insurance Cost.  On the Rent
        Commencement Date, and on the first day of each month thereafter
        throughout the Lease Term, Tenant shall pay one-twelfth (1/12) of
        Tenant's Insurance Proportionate Share of Landlord's estimate,
        with supportive documentation of the Insurance Cost for the then-
        current policy year, as shown on Landlord's estimate.  Landlord
        shall submit its estimate of the Insurance Cost for the
        forthcoming policy year and Tenant's Insurance Proportionate Share
        thereof at the Commencement of each such policy year, and Tenant's
        monthly payments made after its receipt of such estimate shall be
        in the amount of one-twelfth (1/12) of the amount of Tenant's
        Insurance Proportionate Share of Insurance Cost as shown on such
        estimate.  Landlord may revise its estimate of the Insurance Cost
        at any time during a policy year by notice to Tenant, setting
        forth such revised estimate, with supportive documentation and
        Tenant's Insurance Proportionate Share thereof.  In such event,
        all monthly payments made by Tenant after such notice shall be in
        an amount calculated on the basis of such revised estimate.
        Tenant shall, in all cases, continue to make monthly payments of
        Insurance Cost based on the last estimate received from Landlord
        until it receives a revised or updated estimate.

             After the end of each policy year, Landlord will as soon as
        practicable submit to Tenant a statement of the actual Insurance
        Cost for such policy year and Tenant's Insurance Proportionate
        Share thereof.  Landlord shall cause its insurance carrier,
        whenever practical, to issue policies of insurance covering the
        Leased Premises which are separate and apart from all other
        properties owned by Landlord, in which event Tenant's
        Proportionate Share of Insurance Cost shall be the full cost
        payable pursuant to said separate policy.  Where such separate
        policies cannot be issued practically, Landlord shall cause its
        insurance carrier to provide a written statement identifying the
        manner in which all premiums paid by Landlord are allocated to
        reflect the portion thereof attributable to the insurance carried
        on the Leased Premises and the portion thereof attributable to the
        insurance carried on other properties owned by Landlord.  Tenant
        shall pay Landlord, within thirty (30 days of Tenant's receipt of
        such statement, Tenant's Insurance Proportionate Share of the
        excess, if any, of Insurance Cost for such policy year over the
        projected Insurance Cost.  If the amount paid by Tenant as
        Tenant's Insurance Proportionate Share of the estimated Insurance
        Cost for such policy year exceeded Tenant's Insurance
        Proportionate Share of actual Insurance Cost for such policy year,
        the excess shall be credited toward payment of the next
        installment of Basic Monthly Rent to be paid by Tenant after
        Tenant receives said statement from Landlord.  If the amount paid
        by Tenant for the last policy year of the Lease Term exceeds
        Tenant's Insurance Proportionate Share of actual Insurance Cost
        for such year, Landlord shall pay Tenant the excess amount within
        thirty (30) days after Landlord's submission to Tenant of the
        aforesaid Insurance Cost statement for such policy year.



                                      - 11 -




             Landlord shall deposit and thereafter hold in escrow, until
        disbursement, the funds received from Tenant pursuant to this
        section in an interest bearing, federally insured account.  All
        interest earned on said account shall be credited to Tenant and
        shall be used in the adjustments to Tenant's payments made
        hereunder from time to time during the Lease Term so that Landlord
        collects only such monies an are necessary to pay Tenant's
        Insurance Proportionate Share of said Insurance Cost.

             Landlord agrees that, at all times during the Lease Term, it
        shall carry casualty insurance and liability insurance in such
        form and in such amounts which are consistent with good business
        practice and generally comparable to the coverage of casualty
        insurance policies and liability insurance policies carried by
        landlord's owning commercial buildings located in Montgomery
        County, Maryland that are similar to the Leased Premises.

                       (iv) Utility Expenses Not Separately Metered.

                            (aa) Throughout Lease Term, Tenant agrees to
        pay to Landlord, as Additional Rent, Tenant's Proportionate Share
        of all water usage charges, exterior electric lighting charges,
        and any other utility charges ("Shared charges") not separately
        metered (and only for so long as each is not separately metered)
        for each of the Leased Premises and the common areas of the
        Property.

                            (bb) Upon receipt of each billing for Shared
        charges, Landlord will as soon as practicable submit to Tenant a
        statement of Shared Charges incurred for the preceding billing
        period.  Tenant shall pay Landlord, within thirty (30) days of
        Tenant's receipt of such statement, Tenant's Proportionate Share
        of Shared Charges.

                        (v) Landlord's Enforcement Costs.  Additional Rent
        shall include any and all expenses incurred by Landlord, including
        reasonable attorneys' fees, for the collection of monies due from
        Tenant and the enforcement of Tenant's obligations under the
        provisions of this Lease.  In the event Minimum Annual Rent or
        Additional Rent is not paid within fifteen (15) business days of
        its due date, Landlord, at its sole option, may assess a late
        charge equal to two percent (2%) of the amount of the delinquent
        Basic Monthly Rent and Additional Rent as compensation for the
        additional administrative costs incurred by Landlord as a result
        of such late payment.

                       (c)  Payment of Rent.  Any Minimum Annual Rent or
        Additional Rent which is not paid within ten (10) business days
        after the same is due shall bear interest ("Penalty Rate") at one
        percentage (1%) point above the prime rate of interest published
        in the Wall Street Journal or a successor or similar financial
        publication existing from time to time and adjusted each day the
        prime rate is redetermined to reflect the change in said prime
        rate of interest, from the due data until the date received by

                                      - 12 -




        Landlord.  Any payments of Minimum Annual Rent or Additional Rent
        by Tenant or acceptance by Landlord of a lesser amount than shall
        be due from Tenant to Landlord shall be treated as a payment on
        account.  The acceptance by Landlord of a check for a lesser
        amount with an endorsement or statement thereon, or upon any
        letter accompanying such check, that such lesser amount is payment
        in full, shall be given no affect, and Landlord may accept such
        check without prejudice to any other rights or remedies which
        Landlord may have against Tenant.  If Landlord receives from
        Tenant two (2) returned or "bounced" checks in any one Lease Year,
        Landlord may require all future Rent by cashier's or certified
        check.

             5.   Use.

                  (a)  Use.  Tenant shall use the Leased Premises for the
        purposes specified in Section 1(a) 9) , and for no other purpose.

                  (b)  Compliance With Laws, Fire Insurance, Condition of
        Leased Premises.  Tenant shall not do, or permit anything to be
        done in the Leased Premises or on the Property, or bring or keep
        anything therein, which will in any way invalidate or conflict
        with fire insurance policies on the Property, including, but not
        limited to all improvements, the Property's fixtures and personal
        property kept therein, or obstruct or interfere with the rights of
        the Landlord or of other tenants of the Property, or in any other
        way injure or annoy Landlord or such other tenants, or subject
        Landlord to any liability for injury to persons or damage to
        property, or interfere with the good order of the Property as
        determined by Landlord in its reasonable discretion.  Tenant shall
        refrain or discontinue said use immediately upon receipt of
        written notice from Landlord requiring such action.  Tenant, at
        its expense, shall comply with all present and future laws, rules
        or regulations of any federal, state or municipal authority, or
        the Maryland Fire Underwriters Rating Bureau, or with any notice
        from any public officer pursuant to law pertaining to Tenant's
        occupancy or use of the Leased Premises, whether such notice shall
        be served on Landlord or Tenant provided Tenant shall have no
        obligation to make any structural changes to the Leased Premises.
        Tenant agrees to indemnify, defend, and hold Landlord harmless
        from all liability, damage, cost, and expense (including, without
        limitation, court costs and reasonable attorneys fees) resulting
        from any injury to persons or damage to property occurring in or
        around the Leased Premises, occasioned by any act or omission of
        Tenant, Tenant's agents, contractors, servants, employees,
        invitees or licensees.  Tenant agrees that any increases of fire
        insurance premiums on the Leased Premises or contents caused by
        the occupancy of Tenant and any expenses or costs incurred in
        consequence of negligence or carelessness or the willful action of
        Tenant, Tenant's employees, agents, contractors, servants,
        invitees, or licensees shall be deemed Additional Rent and paid by
        Tenant to Landlord as they accrue.



                                      - 13 -




             6.   Common Areas.

                  (a)  Common Areas Defined.  In this Lease, "common
        areas" means all areas, facilities and improvements provided, from
        time to time, on the Property for the mutual convenience and use
        of all tenants or other occupants of the Leased Premises and the
        adjacent building, their respective agents, employees, and
        invitees, and shall include, if provided, but are not limited to,
        parking areas and facilities, access roads, driveways, retaining
        walls, sidewalks, walkways, landscaped areas, and exterior
        lighting facilities.

                  (b)  Landlord's Control.  Landlord shall, as between
        Landlord and Tenant, at all times during the Lease Term have the
        sole and exclusive control, management and direction of the common
        areas, and may, at any time and from time to time during the Lease
        Term, exclude and restrain any person from use or occupancy
        thereof, excepting, however, Tenant and other tenants of Landlord
        and bona fide invitees of either who make use of said areas in
        accordance with the rules and regulations established by Landlord
        from time to time with respect thereto.  The rights of Tenant in
        and to the common areas shall at all times be subject to the
        rights of others to use the same in common with Tenant, and it
        shall be the duty of Tenant to keep all of said areas free and
        clear of any obstructions created or permitted by Tenant or
        resulting from Tenant's operation.  Landlord may at any time and
        from time to time (i) close all or any portion of the common areas
        to make repairs or changes, (ii) close all or any portion of the
        common areas to such extent as may, in the opinion of Landlord, be
        necessary to prevent a dedication thereof or the accrual of any
        rights to any person or to the public therein, and (iii) do and
        perform such other acts in and to said areas as, in the exercise
        of good business judgment, Landlord shall determine to be
        advisable with a view to the improvement of the convenience and
        use thereof by tenants, their employees, agents, and invitees,
        provided Landlord shall do so with a minimum of interference with
        Tenant's use and enjoyment thereof.  Landlord shall at all times
        have the right and privilege of determining the nature and extent
        of the common areas, and of making such changes, rearrangements,
        additions or reductions therein and thereto from time to time
        which in its opinion are deemed to be desirable and for the best
        interest of all persons using the common areas or which are as a
        result of any federal, state or local environmental protection or
        other law, rule, regulation, guideline or order, provided Landlord
        shall do so with a minimum of interference with Tenant's use and
        enjoyment thereof.  The purpose of the site plans attached hereto
        as Exhibit A is to show the approximate locational relationship of
        the Leased Premises to the adjacent building and to the common
        areas as of the Rent Commencement Date.  Nothing described in
        Exhibit A shall limit or prevent Landlord from affecting any
        change or alteration to the Property as described in this
        paragraph, provided Landlord shall do so with a minimum of
        interference with Tenant's use and enjoyment thereof.  Nothing
        contained in this Section shall give Landlord the right to impose

                                      - 14 -




        restrictions on the use and enjoyment of the common areas by
        Tenant, or to make modifications to the common areas, in a way to
        cause Tenant to be unable to use the Leased Premises and the
        common areas in a reasonable manner for the purposes originally
        contemplated by this Lease.

                  (c)  Parking Spaces.  During the Lease Term, Tenant
        shall have the exclusive right to the use of [parking spaces] at
        no additional cost.

             7.   Rules and Regulations.  Tenant agrees to comply with and
        observe any reasonable rules and regulations promulgated by
        Landlord, which may be supplemented or amended from time to time
        by Landlord.  Tenant's failure to keep and observe said rules and
        regulations shall constitute a breach of the terms of this Lease
        in the same manner as if the same were contained herein as
        covenants.

             8.   Utilities.  Tenant shall be solely responsible for and
        shall promptly pay any and all utility charges including but not
        limited to electricity, water, fuel, gas, and telephone (including
        equipment and installation charges) used in, consumed at, or
        supplied to the Leased Premises.  Tenant shall immediately
        transfer all separately metered utility accounts for the Leased
        Premises into its own name on the Rent Commencement Date.  Tenant
        shall pay to Landlord, as Additional Rent, its Proportionate Share
        of any and all bills for utility charges which are not separately
        metered in the or described in Section 4(b)(iv) hereof.

             9.   Landlord's Right of Entry.  Landlord, and its agents,
        shall have the right, upon prior notice to Tenant and during
        reasonable business hours during the Lease Term (except in the
        case of an emergency involving damage to person or property), to
        enter upon the Leased Premises to examine the same, or to make
        such repairs, alterations or improvements, as Landlord may deem
        necessary or proper, or to remove any alteration or improvement
        which is in violation of the provisions of this Lease, provided,
        however, Landlord shall not adversely interfere with Tenant's
        business operations in a material manner.  Landlord reserves the
        right to show the Leased Premises to prospective tenants or
        brokers during the last ninety (90) days of the Lease Term, and to
        show the Leased Premises to prospective purchasers and lenders at
        all reasonable times, provided that reasonable prior verbal notice
        is given to Tenant in each case and that Tenant's use and
        occupancy of the Leased Premises shall not be materially
        inconvenienced by any such action of Landlord.

             10.  Maintenance and Repair.

                  (a)  Tenant's Responsibility.  Tenant shall maintain the
        Leased Premises in substantially the same good order and condition
        as it is on the commencement of the Lease Term and shall return
        the Leased Premises to Landlord in such condition at the
        Expiration Date or at the earlier termination of this Lease,

                                      - 15 -




        ordinary wear and tear excepted.  Except as obligations to repair
        are expressly delegated to Landlord as described in Section 10(b)
        below, Tenant shall be responsible for the full cost of all
        maintenance and repairs of (i) the Leased Premises, including but
        not limited to the doors, door jambs, windows, window casings and
        sills, screens, floor coverings, walls (excluding load bearing
        structures), and ceilings located in the Leased Premises and all
        pipes, gutters, downspouts, wires, conduits and other equipment
        and fixtures located in the Leased Premises.  Tenant, at its
        expense, shall perform routine maintenance and repair and
        replacement of the plumbing, electrical, heating, ventilating and
        air-conditioning systems, and all other systems and equipment,
        serving the Leased Premises. Tenant will throughout the Lease Term
        obtain and keep in force a maintenance contract with a qualified
        service company to regularly inspect and perform maintenance
        services to the heating, ventilating and air-conditioning system
        serving the Leased Premises.  Tenant, at its expense, shall
        furnish Landlord with a copy of said maintenance contract, and of
        renewals or replacements thereof, promptly after the effective
        date thereof.  All repairs and maintenance required to be
        performed by Tenant at the Leased Premises shall be made or
        performed within a reasonable period of time upon the occurrence
        of the necessity therefor, and shall be made or performed in a
        workmanlike or, using first class materials, by a contractor duly
        licensed in the State of Maryland, and shall be made or performed
        in accordance with (i) all applicable federal, state and county
        governmental codes and regulations, and (ii) insurance
        requirements.  Tenant shall also be responsible for keeping all
        sidewalks and parking areas on that portion of the Property
        situated at 1500 E. Gude Drive free and clear of dirt, trash,
        debris, ice, snow, and any other obstructions; provided, however,
        that Landlord shall upon request promptly reimburse Tenant for the
        cost of any such services less Tenant's Proportionate Share of
        such services.  Tenant shall be responsible for Tenant's
        Proportionate Share of such services as pertain to 3  Taft Court
        which shall be performed by the tenant at 3 Taft Court.  Tenant
        shall keep its trash and garbage in enclosed containers in a trash
        holding area within the Leased Premises, and shall perform regular
        trash removal from such trash holding area.  Tenant shall also be
        responsible for the performance of regular, periodic post control
        services at the Leased Premises.  All glass, both exterior and
        interior, shall be maintained in the Leased Premises at the sole
        risk of Tenant, and Tenant agrees to replace any glass promptly at
        its sole expense in the event of breakage.

                  (b)  Landlord's Responsibility.  Except for any
        structural alterations or improvements made by Tenant, Landlord
        shall maintain in good order and repair the roof and the
        structural portions of the foundation, floors, stairwells,
        exterior walls, columns and other load bearing elements of the
        Leased Premises.




                                      - 16 -




             11.  Alterations or Improvements by Tenant.  Except for
        incidental painting and decoration of the interior of the Leased
        Premises and other minor alterations and improvements which do not
        affect the structure or utility systems of the Leased Premises,
        Tenant shall not make any alterations, additions, or improvements,
        structural or otherwise costing in excess of $50,000 (except
        Tenant may make non-structural alterations in Lease Year one
        costing up to $150,000 without Landlord's consent) (collectively,
        "Alterations") in, on or to the Leased Premises, without the prior
        written consent of Landlord, which consent shall not be
        unreasonably withheld or delayed.  In connection with Landlord's
        review of such proposed alterations or improvements prior to
        giving its consent thereto, Landlord shall have the right to
        require that Tenant supply plans, specifications, working drawings
        and similar documents in reasonable detail which show the scope of
        work to be performed within the Leased Premises.  Landlord's
        approval of the plans, specifications and working drawings for
        Tenant's alterations and improvements shall create no liability on
        the part of Landlord for their completeness, design sufficiency,
        or compliance with all laws, rules, regulations or governmental
        agencies or authorities.  Any contractors employed by Tenant to
        perform Tenant's work (i) shall be qualified to perform such work
        and licensed in the State of Maryland and (ii) shall maintain any
        insurance which may be reasonably required by Landlord, and (iii)
        shall be bonded or otherwise reasonably satisfactory to Landlord.
        Subject to paragraph 5(b) hereof, Tenant will defend, indemnify
        and hold Landlord harmless from and against any and all expenses,
        liens, claims or damages, including attorneys' fees, for injury to
        person or property which may or might arise, directly or
        indirectly, by reason of the making of any Alterations.  If any
        Alterations are effected without the prior written consent of
        Landlord, Landlord may remove or correct the same and Tenant shall
        be liable for any and all expenses of this work.  All rights given
        to Landlord herein shall be in addition to any other right or
        remedy of Landlord contained in this Lease.  Tenant shall be
        obligated to make any and all Alterations and other improvements
        to the Leased Premises required by applicable federal, state and
        local law, in connection with the use of the Leased Premises by
        Tenant during the Leased Term.  Tenant hereby agrees that all
        Alterations made in, to, or on the Leased Premises shall, unless
        otherwise provided by written agreement or by the provisions of
        Section 12 below, be the property of Landlord and shall remain
        upon and be surrendered with the Leased Premises on the Expiration
        Date or other termination of this Lease.

             12.  Surrender.  Upon the Expiration Date or other
        termination of the Lease Terms, Tenant shall quit and surrender
        the Leased Premises to the Landlord in good order and condition,
        ordinary wear and tear excepted, and Tenant shall remove all of
        its personal property from the Leased Premises on or before the
        Expiration Date or other termination of this Lease.  Tenant's
        obligation to observe or perform the covenants described in this
        Section 12 shall survive the expiration or other termination of
        this Lese.  If Tenant does not remove Tenant's furniture, trade
        fixtures and all other items of personal property of every kind

                                      - 17 -




        and description from the Leased Premises as specified herein, then
        Landlord shall be permitted to remove, dispose or otherwise
        discard such property without further payment or credit by
        Landlord to Tenant.  Notwithstanding anything to the contrary
        contained in this Lease, Tenant shall have the right and the
        obligation, at the end of the Lease Term, to remove all built-in
        desks, cabinets, basins, emergency showers and other pieces of
        equipment which are affixed to the Leased Premises by Tenant.  In
        connection with the removal of said equipment, Tenant shall be
        obligated to stub pipes; bundle and cap wires; close ducts; repair
        and replace (as appropriate) flooring coverings, repair, replace,
        finish and repaint (as appropriate) walls, and perform all other
        acts which are necessary for the Leased Premises to be returned to
        Landlord in same good order and condition as exists of the Rent
        Commencement Date.

             13.  Tenant Holding Over.  If Tenant holds possession of the
        Leased Premises after the Expiration Date or other termination of
        this Lease, Landlord shall have the option, exercisable in writing
        within thirty (30) days after the date of termination as
        aforesaid, to treat Tenant as a trespasser, or as a tenant by the
        month.  If the Landlord fails to make such election then the
        Tenant shall be deemed a tenant by the month, commencing with the
        first day after the termination of the Lease at one hundred fifty
        percent (150%) of the Basic Monthly Rent paid during the last
        month of the Lease Term, and upon all the other terms of this
        Lease, including the provisions of this Section.  Said holdover
        term shall terminate upon thirty (30) days notice from one party
        to the other.  Nothing contained herein shall be construed within
        said thirty (30) days after the date of Lease termination as
        aforesaid as a consent by Landlord to the occupancy or possession
        of the Leased Premises by Tenant after the termination of the
        Lease, and Landlord, upon said termination, if Landlord elects to
        treat Tenant as a trespasser, shall be entitled to the benefit of
        all general or public laws relating to the speedy recovery of the
        possession of land and tenements held over by Tenant, whether now
        or hereafter in force and effect.  If Tenant fails to surrender
        the Leased Premises upon the expiration or other termination of
        this Lease despite demand to do so by Landlord, Tenant shall
        indemnify, defend, and hold Landlord harmless from all injury,
        loss, claims, expenses and liability, including without
        limitation, any claim made by any succeeding tenant and any
        attorneys' fees, founded on or resulting from such failure to
        surrender.

             14.  Assignment and Subletting.

                  (a)  Assignment by Tenant.  Tenant shall not assign,
        mortgage or encumber this Lease, or any right hereunder, nor
        sublet the Leased Premises or any part thereof, nor permit the
        Leased Premises to be used by others without the prior written
        consent of Landlord, which consent shall not be unreasonably
        withheld or delayed; provided that any such consent may be
        conditional upon Tenant's agreement that, any monthly rent or

                                      - 18 -




        other payment accruing to Tenant as the result of any such
        assignment, transfer or sublease, including any lump sum or
        periodic payment in any manner relating to such assignment,
        transfer or sublease, which is in excess of the Minimum Annual
        Rent and Additional Rent then payable by Tenant under the Lease
        shall be paid by Tenant to Landlord monthly as Additional Rent,
        excluding any reasonable expenses incurred by Tenant in connection
        with such assignment or subletting, e.g. legal fees and brokers'
        commissions.  Except as set forth herein, without prior written
        consent of Landlord, this Lease and the interest of Tenant, or any
        assignee of Tenant, shall not pass by operation of law, nor shall
        it be subject to garnishment or sale under execution in any suit
        or proceeding which may be brought against or by Tenant, or any
        assignee of Tenant.  No assignment of this Lease, sublease of all
        or any portion of the Leased Premises, or collection of rent from
        an assignee or subtenant (whether or not permitted by Landlord)
        shall relieve Tenant of its obligations hereunder.    Any
        reasonable costs and expenses, including reasonable attorneys'
        fees incurred by Landlord in connection with any proposed or
        purported assignment, transfer or sublease shall be borne by
        Tenant and shall be payable to Landlord as Additional Rent within
        five (5) days of demand therefor.

                  Notwithstanding anything herein to the contrary, Tenant
        shall have the right, without Landlord's prior written consent, to
        assign this Lease or sublet the Leased Premises to any parent
        corporation of Tenant, or to any subsidiary of any parent
        corporation of Tenant, subject to the following express
        conditions:

                   (i) No such assignment or sublease shall be deemed to
                       release Tenant from continuing liability for all of
                       Tenant's covenants and obligations under this
                       Lease; and

                  (ii) Any assignee or subtenant must expressly assume in
                       writing all of the covenants and obligations of
                       Tenant under this Lease, joint and severally with
                       Tenant.

                  Further, the provisions of this Section shall not apply
        to an assignment of this Lease (or to a sale or transfer of
        Tenant's stock) resulting from a merger, consolidation, corporate
        reorganization (other than pursuant to the bankruptcy laws), sale
        of the assets or other transfer of stock of Tenant:

                  Further, any issuance by Tenant of its capital stock in
        a public offering which is effected in compliance with the
        registration requirements of the Securities Act of 1933, as
        amended, and the rules and regulations thereunder, shall not be
        deemed to be a change in control or an assignment of this Lease
        requiring Landlord's consent.



                                      - 19 -




                  (b)  Assignment by Landlord.  It is expressly understood
        and agreed that this Lease and all rights of Landlord hereunder
        shall be fully and freely assignable by Landlord without notice
        to, or consent of, Tenant.  In the event of the transfer and
        assignment by Landlord of its interest in this Lease, Landlord
        shall thereby be released from any responsibility for the
        performance of obligations thereafter accruing hereunder, and
        Tenant agrees to look solely to such successor in interest of the
        Landlord for performance of such obligations.  Nothing contained
        herein shall prevent Tenant from looking to Landlord for the
        performance of obligations of which Landlord has actual knowledge
        and which predate the effective date of the transfer and
        assignment by Landlord of its interest in this Lease.  The term
        "Landlord" as used in this Lease shall mean the owner of the
        Leased Premises, at the time in question.  In the event of a
        transfer (whether voluntary or involuntary) by such owner of its
        interest in the Leased Premises, such owner shall thereupon be
        released and discharged from all covenants and obligations of the
        Lease thereafter accruing, but such covenants and obligations
        shall be binding during the Lease Term upon each new owner for the
        duration of such Owner's ownership.

             15.  Bankruptcy.

                  (a)  The following shall be Events of Bankruptcy under
        this Lease: (1) Tenant becoming insolvent, as that term is defined
        in Title 11 of the United States Code (the "Bankruptcy Code"), or
        under the insolvency laws of any state, district, commonwealth or
        territory of the United States (the "Insolvency Laws"); (2) the
        appointment of a receiver or custodian for any or all of Tenant's
        property or assets, or the institution of a foreclosure action
        upon any of Tenant's real or personal property; (3) the filing of
        a voluntary petition under the provisions of the Bankruptcy Code
        or Insolvency Laws by Tenant; (4) the filing of an involuntary
        petition against Tenant as the subject debtor under the Bankruptcy
        Code or Insolvency Laws, which either (A) is not dismissed within
        one hundred twenty (120) days of the date of filing, or (B)
        results in the issuance of an order for relief against the debtor;
        or (5) Tenant's making or consenting to an assignment for the
        benefit of creditors or a common law composition of creditors.

                  (b)  Upon occurrence of an Event of Bankruptcy, Landlord
        shall have all rights and remedies available to Landlord pursuant
        to Section 17; provided, however, that while a case in which
        Tenant is the subject debtor under the Bankruptcy Code is pending,
        Landlord shall not exercise its rights and remedies pursuant to
        Section 19 so long as (1) the Bankruptcy Code prohibits the
        exercise of such rights and remedies, and (2) Tenant or its
        Trustee in Bankruptcy (hereinafter referred to as "Trustee") (I)
        cures all defaults under this Lease, (ii) compensates Landlord for
        monetary damages incurred as a result of such defaults, (iii)
        provides adequate assurance of future performance on the part of
        Tenant as debtor in possession or on the part of the assignee


                                      - 20 -




        tenant, and (iv) complies with all other requirements of the
        Bankruptcy Code and this Lease.

             16.  Default.  Each of the following shall be deemed a
        default by Tenant and a material breach of this Lease:

                  (a)  An Event of Bankruptcy as defined in Section 15;

                  (b)  An assignment or encumbrance of Tenant's interest
                       in this Lease or the Leased Premises or a
                       subletting of any part of the Leased Premises in
                       violation of Section 14;

                  (c)  A failure by Tenant to make any payment of Minimum
                       Annual Rent or Additional Rent within five (5) days
                       of receipt of written notice that such payment was
                       not received on its due date (provided that
                       Landlord shall not be obligated to provide Tenant
                       with such written notice more than twice during any
                       twelve month period during the lease Term, and
                       after receipt of such second notice, Tenant shall
                       be deemed in default, without further notice, if
                       any such payment is not received by Landlord on its
                       due date);

                  (d)  Abandonment of the Leased Premises for more than
                       thirty (30) days; and

                  (e)  A failure by Tenant in the performance of any other
                       term, covenant, agreement or condition of this
                       Lease on the part of Tenant to be performed after
                       thirty (30) days notice, or if such default cannot
                       reasonably be cured within said thirty (30) days
                       period and Tenant does not commence to diligently
                       pursue the same within said thirty (30) day period
                       ad to continue to diligently pursue the same until
                       remedied.

        Landlord agrees that it shall not exercise any rights or remedies,
        which are available to it pursuant to the terms of Section 17, as
        a result of an event of default described in Section 16(b) or (d)
        above, unless and until Landlord has provided Tenant with a period
        of thirty (30) days after receipt of written notice thereof within
        which to cure such default.

             17.  Landlord's Rights Upon Tenant's Default.  Upon default
        by Tenant of any of the terms or covenants of this Lease, Landlord
        shall be entitled to remedy such default as follows:

                  (a)  Landlord shall have the right, immediately or at
        any time after said default, without further notice to Tenant
        (unless otherwise provided herein), to enter the Leased Premises,
        without terminating this Lease or being guilty of trespass, and do
        any and all acts as Landlord may deem necessary, proper or

                                      - 21 -




        convenient to cure such default, for the account and at the
        expense of Tenant, and Tenant agrees to pay to Landlord as
        Additional Rent all damage and/or expense incurred by Landlord in
        so doing, including interest at the Penalty Rate from the due date
        until the date payment is received by Landlord.  The making of
        such payment or the taking of such action by Landlord shall not be
        deemed to cure the default or to stop Landlord from the pursuit of
        any remedy to which Landlord would otherwise be entitled.

                  (b)  Landlord shall, following said default, have the
        right to terminate this Lease and/or Tenant's right to possession
        of the Leased Premises and remove Tenant, any occupant and any
        property therefrom, without being guilty of trespass and without
        relinquishing any rights of Landlord against Tenant.  Landlord
        shall be entitled to recover damages from Tenant in an amount
        equal to the amount herein covenanted to be paid as Minimum Annual
        Rent during the remainder of the Lease Term, said Minimum Annual
        Rent for the full term then remaining having been fully
        accelerated at the option of Landlord, together with (i) all
        reasonable expenses of any proceedings (including, but not limited
        to, legal expenses and attorney's fees) which may be necessary in
        order for Landlord to recover possession of the Leased Premises,
        (ii) the reasonable expenses of the re-renting of the Leased
        Premises (including, but not limited to, any commissions paid to
        any real estate agent, advertising expense and the costs of such
        alterations, repairs, replacements and decoration or re-decoration
        as Landlord, in its sole judgment reasonably exercised, considers
        advisable and necessary for the purpose of re-renting the Leased
        Premises), and (iii) interest computed at the Penalty Rate from
        the due date until paid; provided, however, that said damages
        shall be discounted to present value using a discount factor of
        5%, and further that there shall be credited against the amount of
        such damages all amounts received by Landlord from such re-renting
        of the Leased Premises and such amounts shall be refunded to
        Tenant.  No act or thing done by Landlord shall be deemed to be an
        acceptance of a surrender of the Leased Premises, unless Landlord
        shall execute a written agreement of surrender with Tenant.
        Tenant's liability hereunder shall not be terminated by the
        execution of a new lease of the Leased Premises by Landlord.  In
        the event Landlord does not exercise its option to accelerate the
        payment of Minimum Annual Rent as provided hereinabove, then
        Tenant agrees to pay to Landlord, upon demand, the amount of
        damages herein provided after the amount of such damages for any
        month shall have been ascertained; provided, however, that any
        expenses incurred by Landlord shall be deemed to be a part of the
        damages for the month in which they were incurred.  Separate
        actions may be maintained each month or at other times by Landlord
        against Tenant to recover the damages then due, without waiting
        until the end of the term of this Lease to determine the aggregate
        amount of such damages.





                                      - 22 -




                  (c)  Upon any default by Tenant to pay Minimum Annual
        Rent or Additional Rent, Landlord shall have a lien upon the
        property of Tenant in the Leased Premises for the amount of any
        unpaid Minimum Annual Rent or Additional Rent.

                  (d)  All rights and remedies provided to either Landlord
        or Tenant herein as a result of a default by the other party shall
        be cumulative, and none shall exclude any other right or remedy
        allowed by law.  For the purposes of any suit brought or based
        hereon, this Lease shall be construed to be a divisible contract,
        to the end that successive actions may be maintained on this Lease
        as successive periodic sums mature hereunder.

             18.  Lender Requirements.

                  (a)  Subordination.  Tenant agrees that this Lease
        (including without limitation the option to purchase contained
        herein) is subject and subordinate to the lien of any existing
        mortgage or deed of trust which is a lien upon the Property or any
        part thereof on the Rent Commencement Date, and to all renewals,
        modifications, consolidations, replacements and extensions
        thereof, and to all advances made or hereafter to be made upon the
        security thereof.  Landlord agrees that it shall acquire from any
        such existing mortgagee or holder of an existing deed of trust a
        non-disturbance agreement in such lender's usual form for the
        benefit of Tenant.  Tenant agrees that this Lease (including
        without limitation the option to purchase contained herein) is and
        shall be subject and subordinate to the lien of any future
        mortgages or deeds of trust which at any time during the Lease
        Term may be made a lien upon the Property or any part thereof, and
        to all advances made or hereafter to be made upon the security
        thereof; provided that such subordination shall be effective only
        upon the delivery to Tenant of a non-disturbance agreement in such
        lender's usual form and reasonably satisfactory to Tenant for the
        benefit of Tenant by such future mortgagee or holder of a deed of
        trust.  These subordination provisions shall be self-operative and
        no further instrument of subordination shall be required.  Tenant
        agrees to execute and deliver, upon request, such further
        instrument or instruments confirming this subordination as shall
        be reasonably desired by Landlord or by any mortgagee or proposed
        mortgagee.  Tenant further agrees that, at the option of the
        holder of any mortgage or of the trustee under any deed of trust,
        this Lease may be made superior to said mortgage or deed of trust
        by the insertion therein of a declaration that this Lease is
        superior thereto, and to all renewals, modifications,
        consolidations, replacements and extensions thereof.

                  (b)  Attornment.  In the event any proceedings are
        brought for the foreclosure of, or in the event of exercise of the
        power of sale under, any deed to secure a debt given by Landlord
        and covering the Leased Premises, Tenant shall execute such
        attornment agreement as shall be reasonably required by said
        purchaser, pursuant to the terms of which Tenant recognizes such


                                      - 23 -




        purchaser as the owner and landlord under this Lease, and the
        purchaser recognizes Tenant as the tenant under this Lease.

                  (c)  Notice to Mortgagee Upon Landlord Default.  Tenant
        agrees to give any mortgagee by certified mail, return receipt
        requested, a copy of any notice of default served upon Landlord,
        provided that before such notice Tenant has been notified in
        writing of the address of such mortgagee.  Tenant further agrees
        that if Landlord shall have failed to cure such default within the
        time provided for in this Lease, then mortgagee shall have an
        additional fifteen (15) days within which to cure such default;
        provided, however, that if such default cannot be reasonably cured
        within that time, then such mortgagee shall have such additional
        time as may be necessary to cure such default so long as mortgagee
        has commenced and is diligently pursuing the remedies necessary to
        cure such default (including, without limitation, the commencement
        of foreclosure proceedings, if necessary), in which event this
        Lease shall not be terminated while such remedies are being so
        diligently pursued.  In the event of the sale of the Property or
        the Leased Premises, by foreclosure or deed in lieu thereof, the
        mortgagee or purchaser at such sale shall be responsible for the
        return of any security deposit only to the extent that such
        mortgagee or purchaser actually received the security deposit.  In
        addition, Tenant shall not pay any rental hereunder for more than
        one (1) month in advance.

             19.  Estoppel Certificates.  Landlord and Tenant agree, at
        any time and from time to time, upon not less than five (5)
        business days prior notice by the other, to execute, acknowledge
        and deliver to the other a statement in writing (i) certifying
        that this Lease is unmodified and in full force and effect (or if
        there have been modifications the nature of same), (ii) stating
        the dates to which the Minimum Annual Rent and Additional Rent
        have been paid by Tenant, (iii) stating whether or not to the best
        knowledge of either Landlord or Tenant, the other is in default in
        the performance of any covenant, agreement or condition contained
        in this Lease, and, if so, specifying each such default of which
        either Landlord or Tenant may have knowledge, (iv) stating he
        address to which notices to either Landlord or Tenant should be
        sent, and (v) certifying such other materials as may be requested
        by Tenant or Landlord.  Any such statement delivered pursuant
        hereto may be relied upon by an owner of the Property, any
        prospective purchaser of the Property or the Leasehold Interest,
        any mortgagee or prospective mortgagee of the Property or the
        Leasehold Interest, or of Landlord's or Tenant's interest therein,
        or any prospective assignee of any such mortgage or the Leasehold
        Interest.

             20.  Damage by Fire or Other Casualty.

                  (a)  Restoration.  If the Leased Premises shall be
        damaged by fire or other casualty but such damage does not render
        the Leased Premises wholly unfit for Tenant's business operations
        as shall be determined by Landlord and Tenant in their reasonable

                                      - 24 -




        business judgment, Landlord, at Landlord's expense, shall promptly
        restore the Leased Premises, and Tenant, at Tenant's sole expense,
        shall promptly restore all leasehold improvements installed in the
        Leased Premises by Tenant or at Tenant's request and its own
        furniture, furnishings, trade fixtures and equipment.  No penalty
        shall accrue for reasonable delay which may arise by reason of
        adjustment of insurance on the part of Landlord, or on account of
        labor problems, or any other cause beyond Landlord's reasonable
        control.  Minimum Annual Rent and Additional Rent shall abate
        proportionately (based on the proportion of the number of square
        feet rendered untenantable to the total number of square feet of
        the Leased Premises), from the date of the damage or destruction
        until the date the Landlord has substantially completed such
        restoration.  Notwithstanding anything stated to the contrary
        herein, in the event that such damage shall occur during the last
        year of the Lease term, Landlord shall not be required to restore
        the Leased Premises nor shall Tenant be required to restore the
        Leasehold Improvements, furnishings, furniture, fixtures or
        equipment.

                  (b)  Termination.  If the Leased Premises are
        substantially damaged or are rendered substantially untenantable
        by fire or other casualty during the Lease Term to such an extent
        that it is rendered substantially unusable by Tenant for the
        purposes originally contemplated by this Lease or access is
        denied, Landlord shall restore or repair the same unless expressly
        not required to do so under Section 20(c).  If such damage occurs,
        however, at any time during the Lease Term, and (i) Landlord's
        architect certifies that the Leased Premises cannot be repaired
        within one hundred twenty (120) working days of normal working
        hours, said period commencing on the casualty date, or (ii)
        Landlord shall decide to demolish the Leased Premises or not to
        rebuild it, then Landlord or Tenant may, within ninety (90) days
        after such fire or other casualty, terminate this Lease by giving
        Tenant notice of such decision, and thereupon the Lease Term shall
        expire by lapse of time upon the third day after such notice is
        given, and Tenant shall thereupon vacate the Leased Premises and
        surrender the same to Landlord.  In the event that damage to the
        Leased Premises is not repaired sufficiently within one hundred
        eighty (180) days after such fire or other casualty so that Tenant
        can commence to refixture the Leased Premises for the use thereof
        as originally contemplated by this Lease, then Tenant shall have
        the right to terminate this Lease by giving Landlord written
        notice thereof within thirty days of the end of such period, and
        thereupon the Lease Term shall expire by lapse of time upon the
        thirty days after such notice is given, and Tenant shall thereupon
        vacate the Leased Premises and surrender the same to Landlord.
        Upon the termination of this Lease under the conditions
        hereinbefore provided, Tenant's liability for Minimum Annual Rent
        3~and Additional Rent shall cease as of the day following the
        casualty.




                                      - 25 -




                  (c)  Lender's Approval.  Notwithstanding anything to the
        contrary in this Section or in any other provision of this Lease,
        any obligation (under this Lease or otherwise) of Landlord to
        restore all or any portion of the Leased Premises shall be subject
        to Landlord's receipt of approval of the same by the mortgagee(s)
        of Landlord (and any other approvals required by applicable laws),
        as well as receipt from any such mortgagee(s) of such fire and
        other hazard insurance policy proceeds as may have been assigned
        to any such mortgagee; it being agreed that if Landlord has not
        received such approval(s) and proceeds within one hundred and
        eighty (180) days after any such casualty, then Landlord shall
        have the option to terminate this Lease, at any time thereafter,
        by notice to Tenant.  Landlord shall diligently pursue the receipt
        of all approvals and insurance policy proceeds which are described
        in this Section 20(c).

             21.  Condemnation.  In the event the whole or a "substantial
        part" (as hereinafter defined) of the Leased Premises shall be
        taken for any public or quasi-public purpose by any lawful power
        or authority by exercise of the right of appropriation,
        condemnation or eminent domain, or sold to said authority to
        prevent such taking (collectively referred to herein as a
        "taking"), this Lease shall terminate effective as of the date
        possession is required to be surrendered to said authority, and
        the Minimum Annual Rent and Additional Rent shall be apportioned
        as of the date.  For purposes of this Section, a "substantial
        part" of the Leased Premises shall be considered to have been
        taken if access to or fifty percent (50%) or more of the Leased
        Premises or any material part which is necessary to continue
        manufacturing in accordance with F.D.A. licensing requirements is
        taken or condemned.  Tenant shall not assert any claim against
        Landlord or the taking authority for any compensation arising out
        of or related to such taking and Landlord shall be entitled to
        receive the entire amount of any award without deduction for any
        estate or interest of Tenant; provided, however, that nothing
        contained in this section shall be deemed to give Landlord any
        interest in any award made to Tenant for the taking of personal
        property and fixtures belonging to Tenant or for Tenant's moving
        expenses, as long as such award is made in addition to and
        separately stated from any award made to Landlord for the Leased
        Premises and the Property.  If less than fifty percent (50%) of
        the Leased Premises is so taken, the Lease shall continue to be in
        full force and effect, and the Minimum Annual Rent and Additional
        Rent shall be adjusted (based on the ratio that the number of
        square feet of rentable area taken from the Leased Premises bears
        to the number of rentable square feet in the Leased Premises
        immediately prior to such taking) as of the date possession is
        required to be surrendered to said authority; provided, however,
        Landlord shall have the right to determine that the Leased
        Premises should be demolished and not rebuilt, in which event
        Landlord may, within ninety (90) days after such decision, and
        thereupon the Lease Term shall expire by lapse of time upon the
        third day after such notice is given, and Tenant shall thereupon
        vacate the Leased Premises and surrender the same to Landlord.  In

                                      - 26 -




        the event that the Lease remains in full force and effect in
        accordance with the terms described above, Landlord shall be
        obligated to repair and restore the Leased Premises to usable
        condition by Tenant, and such repair shall be a condition
        precedent to the continued effectiveness of this Lease.  Landlord
        shall have no obligation to contest any taking.

             22.  Landlord's Liability.  Landlord, or its agents, shall
        not be liable for any injury or damage to persons or property
        resulting from fire, explosion, falling plaster, steam, gas,
        electricity, water, rain, or leaks from any part of the Leased
        Premises, or from the pipes, conduits, appliances or plumbing
        works, or by dampness or by any other cause of whatsoever nature,
        unless caused by or due to the gross negligence of Landlord, its
        agents, servants, or employees.  All personal property and
        equipment located in the Leased Premises shall be at the risk of
        Tenant.

             23.  Tenant's and Landlord's Liability.  Tenant shall
        reimburse Landlord for all expense, damage or fines, incurred or
        suffered by Landlord by reason of any breach, violation or
        nonperformance by Tenant, or its agents, servants, or employees,
        of any covenant or provision of this Lease or the Rules and
        Regulations promulgated by Landlord hereunder from time to time,
        or by reason of damage to persons or property caused by moving
        property of or for Tenant in or out of the Property, or by the
        installation or removal of furniture or other property of or for
        Tenant, or by reason of or arising out of the carelessness,
        negligence or improper conduct of Tenant, or its agents, servants,
        employees, invitees or licensees in the use or occupancy of the
        Leased Premises or the common areas of the Property.  Landlord
        shall reimburse Tenant for all expenses, damages or fines,
        incurred or suffered by Tenant by reason of any breach, violation
        or nonperformance by Landlord, or its agents, servants, or
        employees, of any covenant or provision of this Lease, or by
        reason of or arising out of the carelessness, negligence or
        improper conduct of Landlord, or its agents, servants, employees,
        invitees or licensees.

             24.  Indemnity.

                  (a)  By Tenant.  Tenant shall indemnify and defend
        Landlord and its agents and employees and save them harmless from
        and against any and all claims, actions, damages, liabilities and
        expense in connection with loss of life, personal injury and/or
        damage to property arising from or out of, the occupancy or use by
        Tenant of the Leased Premises or any part thereof, or occasioned
        wholly or in part by any act or omission of the Tenant, its
        agents, contractors, employees, servants, invitees or licensees,
        whether inside the Leased Premises or elsewhere in the Property.

                  (b)  By Landlord.  Landlord shall indemnify and defend
        Tenant and its agents and employees to save them harmless from and
        against any and all claims, actions, damages, liabilities and
        expense in connection with loss of life, personal injury and/or

                                      - 27 -




        damage to property occasioned wholly or in part by any act or
        omission of the Landlord, its agents, contractors, employees,
        servants, invitees or licensees, whether inside the Leased
        Premises or elsewhere in the Property.

             25.  Tenant's Insurance.

                  (a)  Coverages.  Tenant shall have issued, pay the
        premiums therefor, and maintain in full force and effect during
        the Lease Term and any option period:

                        (i) Comprehensive Liability.  A commercial general
                            liability insurance policy or policies in
                            which the Landlord and Landlord's Mortgagee(s)
                            (and such additional persons and/or entities
                            as Landlord may request) and Tenant shall be
                            the insured, protecting the Landlord and
                            Landlord's mortgagee(s) (and such additional
                            persons and/or entities as Landlord may
                            request) and Tenant in the amount of at least
                            Three Million and No/100 Dollars
                            ($3,000,000.00) combined, single limit
                            coverage for bodily injury, including death,
                            or property damage, which amount may be
                            increased from time to time by Landlord in its
                            reasonable determination;

                       (ii) All-Risk Casualty.  All-risk casualty
                            insurance, naming Landlord (and such
                            additional persons and/or entities as Landlord
                            may request) and Tenant as insureds (as their
                            interests may appear); written at replacement
                            cost value and with replacement cost
                            endorsement, covering all leasehold
                            improvements installed in the Leased Premises
                            by Tenant or at Tenant's request and all of
                            Tenant's personal property in the Leased
                            Premises (including, without limitation,
                            inventory, trade fixtures, floor coverings,
                            furniture and other property removable by
                            Tenant under the provisions of this Lease).

                       (iii) Workers' Compensation.  If and to the extent
                            required by law, workers' compensation and
                            employer's liability or similar insurance in
                            form and amounts required by law.

                  (b)  Policy Requirements.  Tenant's failure to provide
        such insurance or failure to pay the premiums when due, shall be
        deemed a default hereunder.  Any monies expended by Landlord to
        cure said default shall be deemed Additional Rent and shall be due
        and owing with Tenant's next payment of Basic Monthly Rent.  All
        such policies shall contain only such reasonable deductible
        amounts as may be provided in advance by Landlord and shall

                                      - 28 -




        contain a provision that Landlord shall receive not less than
        thirty (30) days advance notice in writing from the insurance
        company of any intention of the insurance company to cancel such
        policy or policies.  Tenant shall provide written evidence to
        Landlord of its acquisition of such policies prior to the
        commencement of this Lease and prior to any renewal date of such
        policies.  All policies shall be carried with a reputable
        insurance company qualified to do business in the State of
        Maryland and rated not lower than A-XII in the A.M. Best Rating
        Guide.

                  (c)  No Limitation of Liability.  Neither the issuance
        of any insurance policy required under this Lease nor the minimum
        limits specified herein shall be deemed to limit or restrict in
        any way Tenant's liability arising under or out of this Lease.

             26.  Waiver of Subrogation.  Landlord and Tenant mutually
        covenant and agree that each party, in connection with insurance
        policies required to be furnished in accordance with the terms and
        conditions of this Lease, or in connection with insurance policies
        which they obtain insuring such insurable interest as Landlord or
        Tenant may have in its own properties, whether personal or real,
        shall expressly waive any right of subrogation on the part of the
        insurer against the Landlord (and any mortgagee requested by
        Landlord) or Tenant as the same may be applicable, which right to
        the extent not prohibited or violative of any policy is hereby
        expressly waived, and Landlord and Tenant each mutually waive all
        right of recovery against each other, their agents, or employees
        for any loss, damage or injury of any nature whatsoever to
        property or person for which either party carries insurance or is
        required by this Lease to carry insurance.

             27.  No Liens Permitted; Discharged.  Tenant will not permit
        to be created or to remain undischarged any lien, encumbrance or
        charge (arising out of any work done or materials or supplies
        furnished, or claimed to have been done or furnished, by any
        contractor, mechanic, laborer or materialman or any mortgage,
        conditional sale, security agreement or chattel mortgage, or
        otherwise by or for Tenant) which might be or become a lien or
        encumbrance or charge upon the Property or any part thereof or the
        income therefrom.  If any lien, or notice of lien on account of an
        alleged debt of Tenant or any notice of contract by a party
        engaged by Tenant or Tenant's contractor to work on the Leased
        Premises shall be filed against the Property or any part thereof,
        Tenant, within thirty (30) days after notice of the filing
        thereof, will cause the same to be discharged of record by
        payment, deposit, bond, order of a court of competent jurisdiction
        or otherwise.  If Tenant shall fail to cause such lien or notice
        of lien to be discharged within the period aforesaid, then, in
        addition to any other right or remedy, Landlord may, but shall not
        be obligated to, discharge the same either by paying the amounts
        claimed to be due or by procuring the discharge of such lien by
        deposit or by bonding proceedings and in any such event Landlord
        shall be entitled, if Landlord so elects, to compel the

                                      - 29 -




        prosecution of an action for the foreclosure of such lien by the
        lienor and to pay the amount of the judgment in favor of the
        lienor with interest, costs and allowances.  Any amount so paid by
        Landlord and all reasonable costs and expenses, including
        attorneys' fees, incurred by Landlord in connection therewith,
        shall constitute Additional Rent payable by Tenant under this
        Lease and shall be paid by Tenant to Landlord on demand.  Nothing
        herein contained shall obligate Tenant to pay or discharge any
        lien created by Landlord.

             28.  Signs, Awnings and Canopies.  Tenant may place or suffer
        to be placed or maintained on the exterior of the Leased Premises
        any sign, awning or canopy, or other written matter of any kind,
        provided that any such sign, awning, canopy or written matter is
        in compliance with the applicable federal, state and/or country
        regulations.  Tenant further agrees to maintain in good condition
        and repair at all times such sign, awning, canopy, decoration,
        lettering, or written mater as may be approved.

             29.  Environmental Protection.  Tenant and Tenant's employees
        and agents shall not dispose of any oil, petroleum or chemical
        liquids or solids, liquid or gaseous products or any hazardous
        waste or hazardous substance including, without limitation,
        asbestos (hereinafter collectively referred to as "hazardous
        waste"), as those terms are used in the Comprehensive
        Environmental Response, Compensation, and Liability Act of 1980,
        or in any other federal, state or local law governing hazardous
        substances, as such laws may be amended from time to time
        (hereinafter collectively referred to as the "Act"), at, upon,
        under or within the Leased Premises or the Property, or into the
        plumbing or sewer or water system servicing the Leased Premises
        and/or the Property, nor shall Tenant, its agents or employees
        cause or permit the discharge, spillage, uncontrolled loss,
        seepage or filtration of any hazardous waste at, upon, under or
        within the Leased Premises of the Property or into the plumbing or
        sewer or water system servicing the same.  Notwithstanding the
        foregoing, Landlord acknowledges that the use which Tenant
        contemplates for the Leased Premises involves the use, storage,
        and disposal of materials which are defined herein as hazardous
        waste, and Tenant shall have the right to maintain such materials
        on the Leased Premises so long as they are used, stored and
        disposed of in accordance with the Act.  Tenant shall comply in
        all respects with the requirements of the Act and related
        regulations, and shall notify Landlord immediately in the event of
        its discovery of any hazardous waste at, upon, under or within the
        Leased Premises or the Property which has not been used, stored or
        disposed of in accordance with the Act.  Tenant shall advise
        Landlord, in writing, of the identities of hazardous wastes being
        used and stored in the Leased Premises promptly upon written
        request from Landlord, but in no event less frequently than once
        every twelve (12) months.  Tenant shall indemnify Landlord against
        all costs, expenses, liabilities, losses, damages, injunctions,
        suits, fines, penalties, claims, and demands, including reasonable
        attorneys' fees, arising out of any violation of or default by

                                      - 30 -




        Tenant, and its employees and agents, in the covenants of this
        Section.  The provisions of this Section shall survive the
        expiration of the Lease Term.

             30.  Notices.  All notices to be given under this Lease shall
        be in writing and either (i) hand-delivered, (ii) sent by Federal
        Express (or other nationally recognized, overnight mail courier
        service), (iii) or mailed by United States Certified or Registered
        Mail, return receipt requested, postage prepaid.  Notices should
        be delivered as follows:

                  (a)  To Landlord to the attention of President at the
                       business and mailing address stated on page 1 of
                       this Lease.

                  (b)  To Tenant to the attention of President, at the
                       business and mailing address stated on page 1 of
                       this Lease.

                       With a copy to:  Donovan, Leisure, Newton & Irvine
                                        30 Rockefeller Plaza
                                        New York, NY 10112

                                        Attn:  William J.T. Brown, Esq.

        Any such notice shall be deemed to be received on the date it is
        hand-delivered or delivered by Federal Express (or other
        nationally recognized, overnight mail courier service), or on the
        third day after the date on which it is deposited in the U.S.
        mails.  Landlord and Tenant shall each have the right to change
        the person and/or address to which notices shall be delivered upon
        notice thereof to the other parties sent pursuant to the
        provisions of this paragraph.

             31.  Time.  Except as expressly set forth herein to the
        contrary, Landlord and Tenant acknowledge that time is of the
        essence in the performance of any and all obligations, terms, and
        provisions of this Lease.

             32.  Postponement of Performance.  In the event that either
        party hereto shall be delayed or hindered in or prevented from the
        performance of any act required hereunder by reason of strikes,
        labor troubles, inability to procure labor or materials, failure
        of power, restrictive governmental laws or regulations, riots,
        insurrection, war, acts of God, fire or other casualty or other
        reason of a similar or dissimilar nature beyond the reasonable
        control of the party delayed in performing work or doing acts
        required under the terms of this Lease, then performance of such
        act shall be excused for the period of the delay and the  period
        for the performance of any such act shall be extended for a period
        equivalent to the period of such delay; provided, however that
        nothing in this section shall excuse any delay in the payment of
        Minimum Annual Rent or Additional Rent; and provided, further,
        that delays or failures to perform resulting from lack of funds

                                      - 31 -




        shall not be deemed delays beyond the reasonable control of a
        party.  Nothing contained herein shall be construed to limit the
        provisions concerning the abatement of Minimum Annual Rent and
        Additional Rent resulting from fire and casualty damage or from
        condemnation damage to the Leased Premises as more fully described
        in Sections 20 and 21 hereof.

             33.  Brokers.  Landlord and Tenant represent and warrant each
        to the other that neither has authorized any broker, agent or
        finder purporting to act on either's behalf in respect to this
        Lease transaction, and each hereby agree to indemnify and hold
        harmless one from the other from and against any cost, expense,
        claims, liability or damage resulting from a breach of the
        representation and warranty herein contained.

             34.  No Waiver.  No waiver by Landlord or Tenant of any
        breach of any of the terms, convenants, agreements, or conditions
        of this Lease shall be deemed to constitute a waiver of any
        succeeding breach thereof, or a waiver of any breach of any of the
        other terms, convenants, agreements, and conditions herein
        contained.  No provision of this Lease shall be deemed to have
        been waived by Landlord or Tenant, unless such waiver be in
        writing signed by such party.  No employee of Landlord or of
        Landlord's agents shall have any authority to accept the keys of
        the Leased Premises prior to termination of the Lease, and the
        delivery of keys to any employee of Landlord or Landlord's agents
        shall not operate as a termination of the Lease or a surrender of
        the Leased Premises.  The receipt by Landlord of any payment of
        the Minimum Annual Rent or Additional Rent with knowledge of the
        breach of any covenant of the Lease shall not be deemed a waiver
        of such breach.  The failure of Landlord to enforce any of the
        Rules and Regulations, hereafter adopted, against Tenant or any
        other tenant in the Property shall not be deemed a waiver of any
        such Rules and Regulations.

             35.  Amendments.  This Lease and the Exhibits attached
        hereto, together with the terms and conditions of that certain
        Stock Purchase Agreement between Landlord, Tenant and Cambridge
        Biotech Corporation, debtor, contain the entire agreement between
        the parties pertaining to the subject matter hereof, and any
        agreement hereafter made shall be ineffective to change, modify,
        discharge or effect an abandonment in whole or in part unless such
        agreement is in writing and signed by the party against whom
        enforcement of the change, modification, discharge or abandonment
        is sought.

             36.  Applicable Law.  The laws of the State of Maryland shall
        govern the validity, performance and enforcement of this Lease.

             37.  Transfer of the Property.  In the event of the sale or
        other transfer of landlord's right, title and interest in the
        Leased Premises or the Property, Landlord shall transfer and
        assign to such purchaser or transferee all amounts of pre-paid
        Minimum Annual Rent and Additional Rent, and provided that the

                                      - 32 -




        purchaser or transferee shall assume all of the surviving
        liabilities and obligations of Landlord hereunder accruing after
        the consummation of such sale or transfer, Landlord thereupon
        shall be released from all liability and obligations hereunder
        derived from this Lease arising out of any act, occurrence or
        omission relating to the Leased Premises or this Lease occurring
        after the consummation of such sale or transfer.  Tenant shall
        have no right to terminate this Lease, to abate Minimum Annual
        Rent or Additional Rent, nor to deduct from, nor set-off, nor
        counterclaim against Minimum Annual Rent or Additional Rent
        because of any sale or transfer (including, without limitation,
        any sale-leaseback) by Landlord or its successors or assigns.

             38.  Option to Purchase.  At any time during the term hereof,
        provided that Tenant is not then in default hereof and provided
        further that Tenant, or a permitted assignee (which is a related
        party to Tenant pursuant to the provisions of Section 14 hereof)
        shall then occupy the Leased Premises, Tenant shall have the
        option to purchase the Property (subject only to the rights of the
        tenant under the BTRL Lease as to Parcel 1) at the then Fair
        Market Value (the "FMV") as of the date of the exercise of the
        option (subject to the provisions of the next succeeding
        paragraph).  Tenant shall exercise this option by giving written
        notice to Landlord, setting forth its determination of the FMV.
        In the event Landlord does not agree with this determination, then
        the FMV shall be determined by independent appraisal in the same
        manner as is set forth in Section 3(b) hereof for determining Fair
        Rental Value, provided that such appraisal shall take into account
        the remaining terms of any leases then encumbering the Property,
        including this Lease, without regard to the effect, if any, of any
        merger or termination thereof which may result from the exercise
        of this Option.

             Landlord shall satisfy and discharge of record any mortgage
        on the Property and deliver a warranty deed in the customary form,
        subject only to such encumbrances as the Property is subject to on
        the date hereof as set forth on Exhibit A, liens for taxes not yet
        due and payable and such additional encumbrances (not including
        mortgage or liens) as do not materially interfere with the use of
        the Property as contemplated by this Lease, and Tenant shall pay
        the consideration  no later than sixty (60) days from the receipt
        of the notice of option, or, in the event the appraisal process is
        required, and within ten (10) days of such determination Tenant
        confirms its intention to buy at the FMV as so determined, within
        thirty (30) days from the date of determination of the FMV.  In
        the event the Property shall be encumbered by a mortgage(s) (the
        "Mortgage") held by an institutional lender(s) which shall have a
        balance in excess of the FMV (the "Excess Balance"), in order to
        exercise the option Tenant shall pay in addition to the FMV an
        amount equal to the lesser of (i) Excess Balance or (ii) the
        amount by which 80% of FMV determined as of the date the Mortgage
        was granted exceeds FMV at the time the option is exercised;
        provided, however, that if any mortgage encumbering the Property
        at the date hereof continues to encumber the Property at the date

                                      - 33 -




        of exercise of this option the sum of FMV and any amount paid
        pursuant to subsection (i) or (ii) above shall in no event be less
        than the amount necessary to discharge such mortgage (without
        regard to any mortgage subsequently attaching).  There shall not
        be taken into account for the purposes of this calculation a
        Mortgage which encumbers property in addition to the Property
        unless Tenant shall have consented in writing to an allocation to
        the Property of a portion of the Mortgage encumbering such
        additional property.

             39.  Option on Additional Space.  Tenant shall have the
        option to lease the additional space currently leased to BTRL
        contracts and Services, Inc. pursuant to a lease dated June 30,
        1992 (the "BTRL Lease") upon the expiration or sooner termination
        of the BTRL Lease, provided that Tenant shall give written notice
        to Landlord of its election to exercise such option no later than
        180 days prior to the expiration date of the BTRL Lease or within
        sixty (60) days after written notice of the sooner termination of
        the BTRL Lease, at a rental rate equal to the then-prevailing
        square-foot rental rate under this Lease and otherwise on the
        terms and conditions set forth herein.  This Lease shall be
        amended to add the space demised under the BTRL Lease upon the
        exercise of the option.

             40.  Procedure to Require Purchase or Termination of Option.
        If at any time during the term of this Lease, Landlord shall
        receive a bona fide offer to purchase the Property from a third
        party, which offer Landlord desires to accept, Landlord shall
        promptly deliver to Tenant a copy of such offer.  Tenant may,
        within thirty (30) days after receipt of such offer, elect to
        purchase the Property on the same terms and conditions as set
        forth in such offer by delivery to Landlord of written notice of
        said exercise.  In the event Tenant does not so elect to purchase,
        Landlord shall be free to sell the Property to the third party
        offeror on terms and conditions which are substantially the same
        as set forth in the offer, in no material respect less favorable
        to the Landlord,  and subject to the terms of this Lease except
        that Tenant's Option to Purchase shall be extinguished.  In the
        event the third party sale is not consummated, the Option to
        Purchase shall remain in effect.

             41.  Waiver of Counterclaim and Trial by Jury/Attorneys Fees.
        Landlord and Tenant waive their right to trial by jury in any
        action, proceeding or counterclaim brought by either of the
        parties hereto against the other (except for personal injury or
        property damage) on any matters whatsoever arising out of or in
        any way connected with this Lease, the relationship of Landlord
        and Tenant, Tenant's use of or occupancy of the Lease Premises,
        and any emergency statutory or any other statutory remedy.  Tenant
        shall not interpose any counterclaim(s) or claim(s) for set-off,
        recoupment or deduction of Minimum Annual Rent or Additional Rent
        in a summary proceeding for nonpayment of Minimum Annual Rent or
        Additional Rent, unless such counterclaim is mandatory in nature
        and must be interposed in such summary proceeding against the

                                      - 34 -




        other to enforce the terms and conditions of this Lease, the
        prevailing party shall be entitled to recover all reasonable
        attorneys fees and costs incurred as a result thereof.

             42.  Separability.  If any term or provision of this Lease or
        the application thereof to any person or circumstances shall, to
        any extent, be invalid or unenforceable, the remainder of this
        Lease or the application of such term or provision to persons or
        circumstances other than those as to which it is held invalid or
        unenforceable, shall not be affected thereby and each other term
        and provision of this Lease shall be valid and enforceable to the
        fullest extent permitted by law.

             43.  Corporate Authority.  Concurrently with the execution of
        this Lease, Tenant has delivered to Landlord a certified copy of a
        resolution of Tenant's Board of Directors (or other evidence
        reasonably satisfactory to Landlord) approving the leasing of the
        Leased Premises by Tenant pursuant to the terms and conditions
        contained herein, stating that this Lease if fully binding upon
        Tenant, and authorizing the execution of this Lease by each person
        signing this Lease on behalf of Tenant.

             44.  Interpretation.

                  (a)  Captions.  The captions, marginal references,
        General Information sheet, and table of contents appearing in this
        Lease are inserted only as a matter of convenience and in no way
        amplify, define, limit, construe, or describe the scope or intent
        of this Lease nor in any way affect this Lease.

                  (b)  Gender.  The Neuter, feminine or masculine pronoun
        when used herein shall each include each of the other genders and
        the use of the singular shall include the plural.

                  (c)  Covenants.  The parties hereto agree that all the
        provisions of this Lease are to be construed as covenants and
        agreements as though the words importing such covenants and
        agreements were used in each separate provision hereof.

                  (d)  Interpretation.  The provisions of this Lease
        although initially drawn by Landlord were negotiated between the
        parties, and this Lease shall not be construed for or against
        Landlord or Tenant, but this Lease shall be interpreted in
        accordance with the general tenor of the language in an effort to
        reach the intended result.

             45.  Landlord's Agreement re:  Contract of Sale of the
        Property.  Landlord agrees that, during the Lease Term and prior
        to its execution of any contract for the sale of the Property to a
        prospective purchaser, it shall give written notice of the
        existence of this Lease and Tenant's occupancy rights in and to
        the Lease Premises (together with a copy of this Lease), to any
        such prospective purchaser of the Property.


                                      - 35 -




             46.  Reasonableness of Expenses.  Wherever it is required by
        the terms of this Lease that one party reimburse the other party
        for costs and expenses incurred in connection with the performance
        of an obligation or the exercise of a right described herein,
        unless expressly stated otherwise, all costs and expenses for
        which such reimbursement is sought shall be reasonable in amount
        and nature, as determined in accordance with local standards of
        commercial reasonableness in the District of Columbia metropolitan
        area.

             47.  Limits of Landlord's Liability.  In the event that any
        mortgagee or holder of a deed of trust or other security interest
        in the Property shall foreclose on the Property or accept a deed
        in lieu of foreclosure as a result of the failure of Landlord to
        pay any debt secured by the Property, then, thereafter, neither
        the owner of the Property, as Landlord, nor its agents, employees
        or officers, whether disclosed or undisclosed, shall have any
        personal liability under any provision of this Lease, and if such
        a subsequent owner of the Property, as Landlord, defaults in the
        performance of any of its obligations hereunder or otherwise,
        Tenant shall look solely to Landlord's equity, interest and rights
        in the Property for satisfaction of Tenant's remedies on account
        thereof.

             48.  Binding Effect.  This Agreement shall be binding upon
        and shall inure to the benefit of the parties hereto, and the
        heirs, personal representatives, successors and assigns of said
        parties.

             49.  Recording.  Landlord and Tenant agree that, at the
        request of either, each will execute a short form of this Lease in
        form satisfactory for recording in the office of the Montgomery
        County Clerk.






















                                      - 36 -




             IN WITNESS WHEREOF, the parties hereto have duly executed,
        sealed, and delivered this Lease, or have caused same to be
        executed, sealed and delivered by their duly authorized attorney-
        in-fact, as of the day and year above written.

        WITNESS/ATTEST:               AQUILA BIOPHARMACEUTICALS, INC.


        /s/ Marie-Elissa Boisvert     By:_/s/ Alison Taunton-Rigby___
                                         President

                                      Date of Execution:  October 22, 1996


        WITNESS/ATTEST:               BIOMERIEUX VITEK, INC.


        /s/ Johannes Burlin   __    By: /s/ Philippe Archinard___
                                         President

                                      Date of Execution:  October 22, 1996


































                                      - 37 -




                                     EXHIBIT A

                              DESCRIPTION OF PREMISES

        1.  Property as described in a Confirmatory Deed from Biotech
        Research Laboratories, Inc. to CBC recorded September 7, 1990 in
        Liber 9470 at folio 762 among the Land Records of Montgomery
        County, Maryland commonly known as 3 and 3  Taft Court.

             Subject to:

             a.   Ten (10) foot wide utility easement across the front of
        the lot as shown on Plat recorded in Plat Book 102 at Plat 11503
        among the Land Records of Montgomery County, Maryland.

             b.   Portion of a Twenty (20) foot utility easement along the
        southwest line of the property as shown on Plat recorded in Plat
        Book 102 at Plat 11503 among the Land Records of Montgomery
        County, Maryland.

             c.   Portion of a Ten (10) foot utility easement on the
        southeast line of the property as shown on Plat recorded in Plat
        Book 102 at Plat 11503 among the Land Records of Montgomery
        County, Maryland.

             d.   Portion of the "Fairway Easement", as shown along the
        southeasterly line of the property as shown on Plat recorded in
        Plat Book 102 at Plat 11503 among the Land Records of Montgomery
        County, Maryland.

             e.   Twenty (20) foot slope grading easement along the front
        of the property to terminate on completion and acceptance of all
        public improvements by the proper Governmental Authority, as
        dedicated by owner on Plat recorded in Plat Book 102 at Plat 11503
        among the Land Records of Montgomery County, Maryland.

             f.   Right of Way to the Mayor and Council of Rockville,
        recorded in Liber 6137 at Folio 845 among the Land Records of
        Montgomery County, Maryland.

             g.   Lease Agreement between Cambridge Biotech Corporation, a
        Delaware corporation, Landlord, and BTRL Contracts and Services,
        Inc., a Massachusetts corporation, Tenant, dated June 30, 1992,
        relating to building commonly known as 3 Taft Court.

        2.  Property as described in a Confirmatory Deed from Biotech
        Research Laboratories, Inc. to CBC recorded September 7, 1990 in
        Liber 9740 at Folio 758 among the Land Records of Montgomery
        County, Maryland commonly known as 1500 East Gude Drive.






                                      - A-1 -




             Subject to:

             a.   Twenty-Five (25) foot access easement across Lot (9) to
        benefit Lot (4) as shown on Plat recorded at Plat Book 114 at Plat
        No. 13548 among the Land Records of Montgomery County, Maryland.

             b.   Thirty (30) foot Utility Easement as shown on Plat
        recorded at Plat Book 114 at Plat No. 13548 among the Land Records
        of Montgomery County, Maryland.

             c.   Right of Way to Chesapeake and Potomac Telephone Company
        recorded in Liber 192 Folio 032.

             d.   Minimum Building Restriction Line per owner's dedication
        on recorded plat.

             e.   Note on Plat, "The Access Easement for Lot 4 as recorded
        in Liber 5489 at folio 570 and the Public Service Drive and
        Utility Easement as recorded in Plat Book 100 at Plat 11185 are
        abandoned by this plat, and the Easements shown hereon are created
        by this Plat."

             f.   Effect of Note on Plat:  "Upon dualization of Gude
        Drive, left turns into this entrance will not be permitted."

             g.   Right of Way to Chesapeake and Potomac Telephone Company
        recorded in Liber 248 Folio 054.




























                                      - A-2 -



























































                                      - A-3 -