EXHIBIT 10.10

                           LEASE AND SERVICE AGREEMENT

This Agreement is made this 24th day of August,  1999, by and between VANTAS,  3
Metro Bethesda,  Inc., d/b/a VANTAS ("Lessor") having offices known and numbered
as Suite 700 (the  "Facility")  in the  building  located  at 3  Bethesda  Metro
Center,  Bethesda,  MD 20814  (the  "Building")  and Alpha I  Biomedical,  Inc.,
("Lessee") a corporation,  with an address of 9009 Burning Tree Road,  Bethesda,
Maryland, 20817.
The parties for themselves,  their heirs, legal representatives,  successors and
assigns, agree as follows:

     1. Demise and Description of Property.
        -----------------------------------

     a. Lessor  leases to Lessee and Lessee leases from Lessor,  the  "Premises"
(defined  below),  being a subpart of Lessor's total leased Facility space,  for
the term and subject to the conditions and covenants  hereinafter  set forth and
to  all  encumbrances,   restrictions,  zoning  laws,  regulations  or  statutes
affecting the Building, Facility or Premises.
     b. The Premises consists of Facility office space number(s) 787 as shown in
the floor plan annexed hereto.  Lessor hereby grants Lessee the privilege to use
in common  with other  lessees and parties  that  Lessor may  designate  certain
office amenities located in the Facility; the use of all of which are subject to
such reasonable  rules and regulations as Lessor  currently has in place and may
adopt  from time to time.  The  amenities  are more  particularly  described  in
attached  Exhibit  "A." "The  Operating  Standards"  as  presently  in place and
governing the use of the Premises and the Facility are attached in Exhibit "B".

     2. Use.
        ----

     a. The Premises  shall be used by Lessee solely for general  office use and
such other normally incident uses and for no other purpose, in strict accordance
with the  Operating  Standards.  Additionally,  Lessee  shall  not  offer at the
Premises any services which Lessor provides to its lessees,  including,  but not
limited to those amenities or services described in attached Exhibit "A". In the
event Lessee breaches any provision of this paragraph,  Lessor shall be entitled
to  exercise  any  rights  or  remedies  available  to Lessor  pursuant  to this
Agreement  together  with such  other  rights  and  remedies  as the  Lessor may
otherwise have and choose to exercise.
     b.  Lessee  shall not make nor  permit  to be made any use of the  Premises
which would  violate any of the terms of this  Agreement  or which,  directly or
indirectly, is forbidden by statute, ordinances or government regulations, which
may be dangerous to life, limb or property, which may invalidate or increase the
premium of any policy of insurance  carried on the Building or on the  Facility,
which will suffer or permit the Premises to be used in any manner or anything to
be brought into or kept there which,  in the sole  judgment of Lessor,  shall in
any way  impair or tend to impair  the high  quality  character,  reputation  or
appearance  of the Building or the  Facility,  or which may or tend to impair or
interfere with any services performed by Lessor for Lessee or for others.

     3. Term.
        -----

     a. The term of this  Agreement  shall be for a period of Three (3)  months,
commencing  9:00 a.m. on the 24th day of August,  1999,  and ending 5:00 p.m. on
the 30th day of November,  1999,  unless renewed as provided in paragraph "3(b)"
herein.
     b. Upon the ending term date set forth herein or any extension thereof, the
Agreement  shall be extended for the same period of time as the initial term and
upon the same terms and conditions as herein  contained except for the amount of
base rental and additional service charges,  which shall each be increased by at
least ten percent  (10%),  unless either party  notifies the other in writing by
certified or registered  mail,  return receipt  requested,  or delivered by hand
that the Agreement shall not be extended within the period hereinafter specified
or  automatically  renewed.  If Lessee has less than three offices,  such notice
shall be given at least 60 days prior to the expiration  date of this Agreement.
If Lessee has three or more offices, such notice shall be given at least 90 days
prior to the expiration date of this Agreement.
     c. In the event the entire Premises or the Facility are damaged,  destroyed
or taken by eminent  domain or acquired  by private  purchase in lieu of eminent
domain so as to render the  Premises  fully  untenantable  and  unrestorable  in
Lessor's sole judgment,  then within 90 days thereafter by written notice to the
other party, either party shall be able to terminate this Agreement,  which will
terminate as of the date thereof.

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     4. Rent.
        -----

     a. For and during the term of this  Agreement,  Lessee  shall pay Lessor as
rent for the  Premises  a total  annual  rental of  $2,580.00,  payable in equal
monthly  installments  of $860.00,  each  payable in advance of the first day of
each calendar  month after the  commencement  of the term,  or a daily  prorated
amount for any partial calendar month during the term. If any payment of rent or
other charges due under this Agreement is not received  within five (5) calendar
days after its due date,  the Lessee will also pay, as  additional  rent, a late
payment  charge  which  shall be an amount  equal to 10% of any  amount  owed to
Lessor or $50 whichever is greater.
     b. It is additionally specifically covenanted and agreed that the financial
terms of this  Agreement  are  strictly  confidential  and Lessee  agrees not to
knowingly  or  willfully  divulge  this  information  to or any other  Lessee or
potential  Lessee of Lessor.  Any such disclosure by the Lessee of the financial
terms of this Agreement as set forth herein above,  shall  constitute a material
breach of this Lease.
     c. The first such  payment of rental as well as the  payment of the Deposit
as set forth in below shall be paid by Lessee  simultaneously  with execution of
this  Agreement.  Should  the  Lessee  fail to make  such  payment  prior to the
commencement of the term of this Agreement,  then, at Lessor's sole option,  the
Agreement shall be null and void and of no further effect.
     d. The rental payable during the term of this Agreement  shall be increased
on the first day of the month  following  notification  of any  rental  increase
(however   designated)   which  the  Lessor  might  receive  from  the  Lessor's
over-landlord  ("Building").  The term  "direct  expenses"  as used herein shall
refer  to  the  same  items  and  costs  as are  used  by  the  Building  in its
determination  of  expenses  and  costs  passed  on  to  Lessor.   Lessor  shall
immediately notify Lessee in writing of any such increase, and shall bill Lessee
for its pro rata share  thereof,  which bill Lessee shall pay promptly upon such
notification for each and every month thereafter for the balance of the term.
     e. Rent charges are based on the value of the rental  Premises and services
to be used by 1 person(s) only. If more than said number of person(s) habitually
use the Premises or services, the Fixed Monthly Rental Charges will be increased
by a factor of $150 for each additional person who habitually uses the Premises.
     f. If a  Lessee  check  is  returned  for any  reason,  Lessee  will pay an
additional  charge of  $100.00  per  returned  check  and,  for the  purpose  of
considering  default  and/or  late  charges,  it  will  be  as  if  the  payment
represented by the returned check had never been made.

     5. Security Deposit
        ----------------

     a. Lessee shall  deposit with Lessor  $1,720.00,  or the  equivalent of two
months rent, in good or certified  funds with a domestic bank, as a non-interest
bearing  security  deposit.  Lessor  may use the  security  deposit  to cure any
default of Lessee under this Agreement,  restore the Premises  including any and
all  furniture,  fixtures  and  equipment  provided by Lessor and vendors at the
Premises to their original condition and configuration, reasonable wear and tear
excepted,  to pay for repairs to any damage to the Premises,  Executive Suite or
Building,  caused by Lessee or Lessee's guests, to pay any rent or other charges
which Lessee owes Lessor at or prior to the expiration of this Agreement, and to
reimburse  Lessor for costs or expenses  arising  from any other  obligation  of
Lessee  which  Lessee  has failed to  perform.  If Lessor  transfers  control or
ownership  of the  Premises and Lessor  transfers  the security  deposit to such
purchaser,  Lessee  will look  solely to the new  Lessor  for the  return of the
security deposit,  and the Lessor named in this Agreement shall be released from
all liability for the return of the security deposit.
     b. The security  deposit (less any sums used by Lessor in  accordance  with
the terms and conditions of this  Agreement)  will be returned within sixty (60)
days after the  termination  of any services  rendered or expiration of the term
hereof. The security deposit shall not under any circumstance be applied in lieu
of be the final  payment(s) of Fixed Monthly Rental  charges or service  charges
under this Agreement.
     c. In the event that, by reason of the Lessee's  default in its obligations
pursuant  to this  Agreement  or  otherwise,  including  but not  limited to the
payment of the Fixed  Monthly  Rental  Charge,  any amounts due by reason of the
Lessee's use of additional  services hereto and/or by reason of the Lessee's use
of telephone  services as supplied  pursuant to this Agreement,  Lessor shall be
entitled to apply any of the security  deposited  pursuant to this  Agreement to
any outstanding sums due or owing to the Lessor, and Lessor shall have the right
to  charge  the  Lessee,  as  additional  rent,  such sums as are  necessary  to
replenish any and all amounts applied so as to cause the security to be returned
to its entire  amount.  The  failure to pay such  amounts  as are  necessary  to
replenish the security  shall be considered a breach of this Agreement and shall
entitle the Lessor to exercise any of its rights  pursuant to this  Agreement or
otherwise.
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     6. Delivery of Possession.
        -----------------------

     If, for any reason  whatsoever,  Lessor  cannot  deliver  possession of the
Premises to Lessee at the  commencement of the term, this Agreement shall not be
void nor  voidable  nor shall  Lessor be liable to Lessee for any loss or damage
resulting  therefrom;  but there  shall be an  abatement  of rent for the period
between the stated  term  commencement  and the time when  Lessor  does  deliver
possession of the Premises.

     7. Services.
        ---------

     a. So  long as  Lessee  is not in  default  hereunder,  Lessor  shall  make
available certain amenities to Lessee as more particularly  described in Exhibit
"A." Such services shall be offered to Lessee, in conjunction with such services
being offered by Lessor to its other lessees,  without charge for the reasonable
use of the same.
     b. In addition,  provided  Lessee is not in default  hereunder and provided
the cost  thereof  does not  exceed  the  Security  Deposit,  Lessor  shall make
available to Lessee  certain other services the cost of which shall be billed to
the Lessee as  additional  rent and the payment of which shall be subject to the
same terms and  conditions  as those  governing the payment of the Fixed Monthly
Rental Charge herein regardless of when such charges are billed to the Lessee.
     c. There will be a Secretarial  Service Package charge of $120.00/mo.,  per
office which is non-cumulative.

     8. Telephone Services.
        -------------------

     a.  Provided  Lessee  is not in  default  of any of the  terms,  covenants,
conditions  or  provisions  of this  Agreement,  Lessor will make  available  to
Lessee, a  telecommunications  package which will consist of some combination of
telephone equipment, numbers, lines, conference calling, voice mail, local, long
distance and international service, and directory listing. All components of the
telecommunications  package  including any telephone numbers used by Lessee will
remain at all times the  property of Lessor and Lessee will acquire no rights in
the components beyond the term specified by Lessor.
     b. Upon  Lessee's  written  request,  Lessee  shall be  entitled to appoint
Lessor as its  exclusive  agent for the sole purpose of procuring  and arranging
Lessee's  local "white pages"  listings.  Lessor shall have no  involvement  nor
responsibility for any "yellow pages" listings desired by Lessee.
     c.  Lessor  shall  not be  liable  for any  interruption  or  error  in the
performance  of its services to Lessee  under this  Section.  Lessee  waives any
recourse  as against  the  Lessor for any  claimed  liability  arising  from the
provision of telecommunication  services including, but not limited to; injuries
to  persons or  property  arising  out of  mistakes,  omissions,  interruptions,
delays, errors or defects in transmissions occurring in the course of furnishing
telecommunications  services provided same are not caused by the willful acts of
the Lessor,  as well any claim for business  interruption and for  consequential
damages.
     d. Lessor shall use  reasonable  efforts to provide  Telephone  Services to
Lessee in a first-class, professional manner. Telephone service charges shall be
as per Lessor's then scheduled rates for the same, or as the same may be amended
by Lessor from time to time.
     e. In the event  that any toll  fraud is  traceable  to  telecommunications
services  employed  by Lessee,  such toll fraud shall be deemed to be a material
default in the Lessee's obligations  hereunder.  Lessee further hereby agrees to
indemnify, hold harmless and to reimburse Lessor for all charges associated with
any such toll fraud including,  but not limited to,  unauthorized use of calling
cards or telephone lines.
     f. It is  expressly  acknowledged  and agreed that Lessor shall be the sole
and exclusive provider of  telecommunication  services to Lessee.  Lessee hereby
agrees  and  covenants  that it will  not use any  other  telephone  service  or
telephone  carrier to provide  it  service  in the  Premises.  In the event that
Lessee uses or acquires any other  telephone  service at the Premises,  such use
and/or  installation  shall  constitute  a  material  default  in  the  Lessee's
obligations hereunder.
     g.  Notwithstanding  anything to the  contrary  contained  herein,  neither
Lessor nor any of its agents,  employees,  officers or directors shall be deemed
to be making any  representations or warranties,  whether express or implied, as
to the ability of any  systems,  including,  without  limitation,  computer  and
electronic based equipment, related to the Building, Premises or to any services
to be provided  hereunder to process  date fields  relating to the Year 2000 nor
shall any of them be liable for the failure of such systems to process such date
fields.

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     9. Furniture and Fixtures.
        -----------------------

     At its own cost and expense,  Lessor shall  furnish and install  furniture,
fixtures  and  equipment as are in Lessor's  sole  opinion  necessary to provide
suitable  office  accommodations  for  Lessee,  upon such  terms and  conditions
routinely applicable to the Facility. All such furniture, fixtures and equipment
shall remain Lessor's property.

     10. Insurance: Waiver of Claims.
        -----------------------------

     a. Lessor has no  obligation  to and will not carry  insurance for Lessee's
benefit.  Lessor will not be liable to Lessee or to any other person for damages
on account of loss,  damage or theft,  to any  business or personal  property of
Lessee.  Lessee hereby  waives any claims  against  Lessor from any loss,  cost,
liability  or  expense  (including  reasonable  attorneys'  fees)  arising  from
Lessee's  use of the  Premises or any common  areas made  available to Lessee by
Lessor or from the conduct of Lessee's business, or from any activity,  work, or
thing  done in the  Premises  or  common  areas by Lessee  or  Lessee's  agents,
contractors,  visitors or employees. To the extent that Lessor has any liability
for any of the forgoing pursuant to any law, ordinance or statute,  Lessee shall
seek recovery for such loss(es) /or damage(s) from its own insurance  company as
provided  for in  subparagraph  (c) herein  prior to making  any claims  against
Lessor.
     b. The  Lessor  shall not be liable or  responsible  to the  Lessee for any
injury or damage resulting from the acts or omissions of Lessor,  its employees,
persons  leasing  office space or obtaining  services from the Lessor,  or other
persons  occupying  any part of the Premises or Building,  or for any failure of
services  provided such as water, gas or electricity,  HVAC or for any injury or
damage to person or property caused by any person except for such loss or damage
arising  from the willful or grossly  negligent  misconduct  of the Lessor,  its
agents,  servants,  or employees  or from the  Lessor's  failure to make repairs
which it is obligated to make  hereunder.  Neither  Lessor or any of its agents,
employees, officers or directors shall be responsible for damages resulting from
any error,  omission or defect in any work  performed or provided as part of the
services rendered, whether uncompensated services or compensated services.
     c. Lessee shall provide Lessor with a certificate  of insurance  evidencing
General/Public  Liability  coverage with  liability  limits of not less than One
Million  Dollars  ($1,000,000)per  occurrence for Bodily Injury and/or  Property
Damage Liability and One Hundred Thousand Dollars  ($100,000) per occurrence for
Fire/Legal  Liability.  Said insurance coverage shall remain in force during the
term of this Agreement and renewals thereof. The Lessor, Alliance National, Inc,
and  Alliance  Business  Centers,  Inc.  shall be named as an  additional  named
insured on each of these policies.  Lessee's failure to provide or maintain such
insurance   shall  not  reduce  or  otherwise   alter   Lessee's   liability  or
responsibility  to pay any judgment  rendered  against Lessee for such Liability
and Damages Failure to maintain such insurance and/or to name the Lessor and its
designees,  as set forth  above,  shall  constitute  a  material  breach of this
Agreement. d. Both parties hereby agree to defend,  indemnify and hold the other
harmless from and against any and all claims, damages, injury, loss and expenses
to or of any person or property  resulting  from the acts or negligence of their
agents,  employees,  invitees and/or licensees while in the Building,  Executive
Suite and/or  Premises.  e. Any fire and extended risk casualty  insurance  that
Lessee  maintains  shall include a waiver of  subrogation in favor of Lessor and
Building  Landlord,  and any fire and  extended  risk  insurance  carried on the
Facility by Lessor shall  likewise  contain a waiver of  subrogation in favor of
Lessee.

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     11. Waiver of Breach.
        ------------------

     Should  Lessor  not  insist  upon  the  strict  performance  of any term or
condition of this  Agreement or to exercise any right or remedy  available for a
breach  thereof,  and no  acceptance  of  full or  partial  payment  during  the
continuance  of any such breach shall  constitute a waiver of any such breach or
any such term or condition.  No term or condition of this Agreement  required to
be  performed  by Lessee  and no breach  thereof,  shall be  waived,  altered or
modified,  except by a written  instrument  executed by Lessor. No waiver of any
breach shall affect or alter any term or condition in this  Agreement,  and each
term or  condition  shall  continue in full force and effect with respect to any
other then existing or subsequent breach thereof.

     12. Operating Standards.
        ---------------------

     The  Operating  Standards  attached  to this  Agreement  as Exhibit "B" are
hereby made an integral part of this Agreement.  Lessee, its employees,  agents,
guests, invitees,  visitors and/or any other persons caused to be present in and
around the  Premises  by the  Lessee  shall  perform  and abide by the rules and
regulations  and any  amendments or additions to said rules and  regulations  as
Lessor may make.  In addition,  Lessee,  its employees and agents shall abide by
all applicable governmental rules, regulations, statutes and ordinances relating
in any way to the Premises or the Facility;  or Lessee's use or occupancy of the
Premises or the Facility; failing which Lessee shall be in default hereunder and
shall pay any fines or penalties imposed for such  violation(s)  directly to the
appropriate  governmental authority or to Lessor, if Lessor has paid such amount
on behalf of Lessee.  Such remedy shall not be exclusive.  It is hereby  further
explicitly  agreed  and  understood  that  full  compliance  with the  Operating
Standards as set forth constitutes a material obligation of this Agreement,  and
that the failure to so comply shall  constitute  a violation  of this  Agreement
entitling the Lessor to exercise any of its remedies  pursuant to this Agreement
or otherwise.

     13. Employment of Lessor's Employees.
        ----------------------------------

     a. Lessee  agrees that it will not,  during the term of this  Agreement and
any renewals thereof, or for a period of one year after the expiration or sooner
termination of this  Agreement,  hire or issue an offer to employ any person who
is or has been an employee of Lessor or Lessor's  agent  without  prior  consent
from Lessor.  If Lessee either hires an employee of Lessor or Lessor's agent; or
hires any  person  who has been an  employee  of Lessor or its agent  within six
months prior to the time they are hired by Lessee,  Lessee will, at Lessors sole
option, be liable to Lessor for liquidated  damages equal to six months wages of
the employee, at the rate last paid that employee by Lessor.
     b. If Lessor assists in hiring an employee for Lessee,  Lessee shall pay to
the Lessor a  commission  equal to 20% of that  employee's  annual  salary.  The
provisions hereof shall survive the expiration or sooner termination of the term
thereof.

     14. Alteration.
        ------------

     If  Lessee   requires  any  special  wiring  or  office   alterations   for
extraordinary  business  machines  or other  purposes  not  consistent  with the
current wiring,  extraordinary  telephone equipment or computer equipment.  Such
alteration  shall be done (i) only with the express  written  permission  of the
Lessor,  and if said permission is granted,  then (ii) by an agent designated by
Lessor at Lessee's  cost.  The  electrical  current  shall be used for  ordinary
lighting  purposes only,  unless written  permission to do otherwise shall first
have been  obtained  from  Lessor at an agreed  cost to Lessee.  Lessor  further
reserves the sole and exclusive  right to limit the number and type of lines and
telephone equipment Lessee can install in the leased Premises.

     15. Re-Entry.
        ----------

     Lessor and its agents  shall  have the right to enter the  Premises  at any
time for the purpose of making any repairs,  alterations,  inspections  which it
shall  deem  necessary  for the  preservation,  safety or  improvements  of said
Premises,  without in any way being deemed or held to have committed an eviction
(constructive or otherwise) of or trespass against Lessee.
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     16. Relocation.
        ------------

     a. Lessee agrees that the Lessor may, in its sole discretion,  relocate the
lessee from its present  Premises to a like or similar  office  space within the
same  facility  upon ten (10) days notice to the  Lessee.  In the event that the
Lessor  requires the Lessee to relocate,  the Lessor  hereby  agrees to bear the
reasonable cost of any such relocation,  which cost shall be limited to the cost
associated with the physical  transfer of the Lessee's property to any different
office, which the Lessor may designate.
     b. In the event that any such  relocation  is effected,  the Lessee  hereby
acknowledges that, unless otherwise agreed in writing, that all of the terms and
conditions of this Agreement shall remain in full force and effect.


     17. Assignment and Subletting.
        ---------------------------

     No assignment or  subletting  of the Premises,  this  Agreement or any part
thereof shall be made by Lessee without  Lessor's prior written  consent,  which
consent  may be  withheld  for any or no reason  in  Lessor's  sole  discretion.
Neither all nor any part of Lessee's  interest in the Premises or this Agreement
shall be encumbered, assigned or transferred, in whole or in part, either by act
of the Lessee or by operation of law.

     18. Surrender.
        -----------

     a. On expiration of the term, any extended  term, or sooner  termination of
this  Agreement , Lessee shall  promptly  surrender  and deliver the Premises to
Lessor,  without demand, and in as good condition as when let, ordinary wear and
tear excepted.
     b. Upon Lessee  serving a notice of  cancellation  as provided in 3b herein
Lessor shall have the right to show Lessee's  Premises  during the 60 day period
(for one or two  offices)  or 90 day period  (for three or more  offices) as the
case may be.
     c. Without prior written approval of Lessor, Lessee shall not remove any of
its property  from the Premises  upon  termination  of this  Agreement or at any
other time,  except during  Lessor's  normal business hours. In the event Lessor
consents to Lessee's  removing  property  before or after normal business hours,
any  expenses  incurred  by Lessor as a result,  including  but not  limited  to
expenses for personnel, security, elevator, utilities and the like shall be paid
by Lessee in advance,  to the extent determinable by Lessor, by certified and/or
bank check.
     d.  If  Lessee  vacates  the  Premises  and  leaves  behind  any  property,
whatsoever,  same will be deemed  abandoned  by Lessee and may be disposed of by
Lessor at  Lessee's  expense.  If Lessee  defaults in the payment of sums due to
Lessor, and Lessor changes the locks,  removes Lessee's  property,  or otherwise
denies access to Lessee,  Lessor shall not be liable for  conversion or partial,
actual and/or constructive eviction.

     19. Holding Over.
        --------------

     a. In the event that Lessee,  should not renew this Agreement in accordance
with the terms and conditions hereof, and/or fail to surrender the Premises upon
the expiration of the term of the Agreement as provided herein, Lessee agrees to
pay Lessor, as liquidated damages, a sum equal to twice the monthly rent and all
additional  charges for  services  provided by Lessor to Lessee,  for each month
that Lessee  retains  possession of the Premises or any part thereof;  provided,
however, that the acceptance of such sums, representing liquidated damages shall
not be  deemed to be  permission  to Lessee to  continue  in  possession  of the
Premises.

     20. Default and Remedies.
        -----------------------

     a. If the Lessee shall default in fulfilling any of its terms,  conditions,
covenants or provisions of this Agreement, including but not limited to:

         1. Payment of fixed  Monthly  Rental  Charges  and/or any other charges
         hereunder within ten days of the date such charges become due;

         2.  Becomes  comes  insolvent,  makes  an  assignment  for  benefit  of
         creditors,  or files a  voluntary  petition  under  any  bankruptcy  or
         insolvency  law, or has filed against it an involuntary  petition under
         any such law;

         3. Defaults in fulfilling  any of the terms,  conditions,  covenants or
         provisions of this Agreement including but not limited to the breach of
         any of the terms and  conditions  set  forth in the  exhibits  attached
         hereto;

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         4. The abandonment  and/or vacatur of the Premises by the  Lessee;

then, after five days notice of any such default(s), the Lessor may, at its sole
discretion,  terminate this  Agreement upon five days notice to the Lessee,  and
upon the expiration of such notice  period,  the Lessee shall quit and surrender
the  Premises  to the  Lessor.  In the event that the  Lessee  fails to quit and
surrender  the  Premises,  the Lessor may  re-enter and take  possession  of the
Premises and remove all persons and property  therefrom,  as well as  disconnect
any telephone lines  installed for the benefit of Lessee,  without any liability
whatsoever to Lessee. In addition,  Lessor may elect concurrently or alternately
to accelerate all of Lessee's obligations hereunder including without limitation
the rental,  direct expenses,  Schedule B Costs,  and Telephone  Services costs,
and/or the  re-letting of the Premises or any part thereof,  for all or any part
of the remainder of said term, to a party satisfactory to Lessor, at any monthly
rental rate.  Lessor,  in its sole discretion,  may accept  notwithstanding  the
foregoing, Lessor shall have no obligation,implied or otherwise, to mitigate its
damage(s) under such circumstances.


     b. Should Lessor be unable to re-let the  Premises,  or should each monthly
re-rental  be less than the  rental,  Lessee  is  obligated  to pay  under  this
Agreement or any renewal thereof, at Lessor's option Lessee shall pay the amount
of such deficiency, plus the expenses of reletting,  immediately in one lump sum
(if  allowable  under  law) to Lessor  upon  demand  and/or as such  obligations
accrue.
     c. If Lessee shall default in the  observance or performance of any term or
covenant on Lessee's part to be observed or performed  under or by virtue of any
of the terms or provisions in any article of this lease,  then, unless otherwise
provided  elsewhere  in  this  lease,  Lessor  may  immediately  or at any  time
thereafter and with notice perform the obligation of Lessee  thereunder,  and if
Lessor,  in connection  therewith or in connection with any default by Lessee in
the  covenant  to pay rent  hereunder,  makes any  expenditures  or  incurs  any
obligations  for the payment of money,  including  but not limited to attorney's
fees, in instituting,  prosecuting or defending any actions or proceeding,  such
sums so paid or obligations  incurred with interest and costs shall be deemed to
be additional rent hereunder and shall be paid by Lessee to Lessor  rendition of
any bill or statement to Lessee therefor,  and if Lessee's lease term shall have
expired  at the  time  of  making  of such  expenditures  or  incurring  of such
obligations, such sums shall be recoverable by Lessor as damages.

     21. Mail & Telephone Forwarding.
         ----------------------------

     a. After  termination or expiration of the term of this  Agreement,  Lessee
hereby  agrees that it will take all  reasonable  steps to notify all parties of
Lessee's  new address and phone  numbers.  Lessor shall have no  obligation,  to
notify any person or entity of Lessee's new address and/or phone numbers, except
as expressly provided herein.
     b. Lessor will, unless otherwise instructed by Lessee in writing, hold mail
for Lessee on the  premises and give out new  telephone  number via a voice mail
message for a period of three (3) months at the rate of $150.00 per month, which
sums shall be deducted  from any amounts  deposited  with the Lessor as security
hereunder  and paid to the  Lessor in  advance.  In the event  that there is not
sufficient  security  remaining  on  deposit  to pay for the  charges  set forth
herein,  unless the Lessee  shall pay the charges set forth herein to the Lessor
in advance,  Lessor shall have no  obligation  to provide the services set forth
herein.

     22. Notices.
         -------

     Any notice  under this  Agreement  shall be in writing  and shall be either
delivered  by hand or by first  class mail to the party at the address set forth
below. Lessor hereby designates its address as:

         VANTAS
         3 Bethesda Metro Center, Suite 700
         Bethesda, MD 20814

         Attn: Management
         with a copy by regular first class mail to:
         VANTAS
         90 Park Avenue, Suite 3100
         New York, NY 10016
         Attn:  Legal Department

7
<PAGE>

Lessee hereby designates its address (which address must be an
address within the United States), as

         Alpha 1 Biomedical, Inc.

         Attn: Allan L. Goldstein
         800 25th Street, N.W., #1005
         Washington, D.C.   20037
         Phone: 202-333-3190

If such mail is  properly  addressed  and mailed,  as above,  it shall be deemed
notice for all  purposes,  given when sent or  delivered,  even if  returned  as
undelivered.


     23. Landlord's Election Under This Agreement.
         -----------------------------------------

     Upon early  termination of the main Building  lease,  this Agreement  shall
terminate unless the Building  Landlord under the main lease elects to have this
Agreement assigned to the Building Landlord or another entity as provided in the
main lease.  Upon notice to Lessor of the termination of the main lease and such
election,  (i) the Agreement  shall be deemed to have been assigned by Lessor to
the Building Landlord or to such other entity as is designated in such notice by
the  Building  Landlord,  (ii) the Building  Landlord  shall be deemed to be the
Lessor under this Agreement and shall assume all rights and  responsibilities of
Lessor under this  Agreement,  and (iii) Lessee shall be deemed to have attorned
to the Building Landlord as Lessor under this Agreement.

     24. Time of Essence.
         ----------------

     Time is of the essence as to the  performance  by Lessee of all  covenants,
terms and provisions of this Agreement.

     25. Severability.
         -------------

     The invalidity of any one or more of the sections, subsections,  sentences,
clauses or words contained in this Agreement or the  application  thereof to any
particular set of circumstances,  shall not affect the validity of the remaining
portions of this  Agreement  or of their valid  application  to any other set of
circumstances.  All of said sections, subsections,  sentences, clauses and words
are inserted  conditionally  on being valid in law; and in the event that one or
more of the sections, subsections,  sentences, clauses or words contained herein
shall be deemed  invalid,  this Agreement  shall be construed as if such invalid
sections, subsections, sentences, clauses or words had not been inserted. In the
event  that any part of this  Agreement  shall  be held to be  unenforceable  or
invalid, the remaining parts of this Agreement shall nevertheless continue to be
valid and enforceable as though the invalid portions had not been a part hereof.
In addition,  the parties  acknowledged  (i) that this  Agreement has been fully
negotiated  by and  between  the  parties in good faith and is the result of the
joint  efforts of both  parties,  (ii) that both parties have been provided with
the  opportunity to consult with legal counsel  regarding its terms,  conditions
and  provisions  and (iii) that  regardless  of whether or not either  party has
elected to consult with legal  counsel,  it is the intent of the parties that in
no event  shall  the  terms,  conditions  or  provisions  of this  Agreement  be
construed against either party as the draft of this Agreement.

     26. Execution by Lessee.
         --------------------

     The party or  parties  executing  this  Agreement  on behalf of the  Lessee
warrant(s) and represent(s):  (i) that such executing party (or parties) has (or
have) complete and full authority to execute this Agreement on behalf of Lessee;
(ii) that Lessee shall fully perform its obligations hereunder.

     27. Assumption Agreements and Covenants.
         ------------------------------------

     This  Agreement  is subject  and  subordinate  to the main  Building  lease
governing  the  Facility,  under  which  Lessor  is  bound  as  tenant;  and the
provisions  of this main  lease,  other than as to the  payment of rent or other
monies,  are incorporated into this Agreement as if completely herein rewritten.
Lessee shall comply with and be bound by all provisions of the main lease except
that the payment of rent shall be governed by the provisions of this  Agreement,
and Lessee shall  indemnify and hold Lessee  harmless from and against any claim
or liability  under the main lease of Lessor arising from Lessee's breach of the
Main Lease or this Agreement.  Lessor covenants and warrants that the use of the
Premises as a business  office is consistent with and does not violate the terms
of the main lease.

8

<PAGE>
     28. Covenant and Conditions.
         ------------------------
     Each term,  provision and  obligation of this  Agreement to be performed by
Lessee shall be construed as both a covenant and condition.

     29. Entire Agreement.
         -----------------

     This  Agreement  embodies  the entire  understandings  between  the parties
relative to its subject matter, and shall not be modified, changed or altered in
any respect except in writing signed by all parties.

      30.  Counterparts.
           -------------

     This Agreement may be executed in two or more  counterparts,  each of which
shall be deemed to be an original,  but all of which together  shall  constitute
one and the same instrument.

     IN WITNESS  WHEREOF,  Lessor and Lessee have executed this  Agreement as of
the date first above written.


LESSOR: VANTA/3 Metro Bethesda, Inc.

By: /s/ Myra Fitzwater
    -------------------------------

Date: August 23, 1999
      -----------------------------


LESSEE: Alpha 1 Biomedicals, Inc.
(If a corporation)

By: /s/ Allan L. Goldstein
    -----------------------------

Title: Chief Executive Officer
       --------------------------

Date: August 23, 1999
      ---------------------------

                      [Corporate Seal]



LESSEE:
(If an individual or partnership)

By:
   ---------------------------

By:
   ---------------------------

Date:
     ---------------------------


9