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                                                            EXHIBIT 10.24


           LEASEHOLD DEED OF TRUST, ASSIGNMENT AND SECURITY AGREEMENT

      THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT AND SECURITY AGREEMENT is made
this 1st day of April , 1998, by BPG INDUSTRIAL PARTNERS II, LLC, a Maryland
limited liability company (herein referred to as the "Borrower") and BIORELIANCE
CORPORATION, a Delaware corporation (herein referred to as the "Corporate
Guarantor"; together with the Borrower and the Corporate Guarantor collectively,
the "Grantors" and each a "Grantor") MAGENTA CORPORATION, a Delaware corporation
(herein referred to as the "Affiliate"), to CYNTHIA FLANDERS and EILEEN CHOW, as
Trustees (herein referred to as the "Individual Trustees"), and NATIONSBANK,
N.A., a national banking association, its successors and assigns (herein
referred to as the "Lender" or the "Beneficiary"). The Affiliate joins in this
Deed of Trust solely to convey its leasehold interest in the Leasehold Real
Property (hereinafter defined) to the Beneficiary.

                                    RECITALS

      1. The Borrower has requested that the Lender make a loan (herein referred
to as the "Loan") to the Borrower in the principal amount of $4,650,000. The
Loan will be evidenced by the Borrower's Deed of Trust Note of even date hereof
(herein referred to as the "Note").

      2. The Corporate Guarantor has guaranteed repayment of the Loan pursuant
to that certain Guaranty Agreement of even date herewith from the Corporate
Guarantor in favor of the Lender (as amended from time to time, the "Guaranty").

      3. The Corporate Guarantor is the holder of a leasehold interest in the
Property (as hereinafter defined) pursuant to that certain Lease Purchase
Agreement of even date herewith, by and between Montgomery County, Maryland, as
landlord (the "County") and the Corporate Guarantor, as tenant, which Lease
Purchase Agreement, or memorandum thereof, is being recorded among the Land
Records of Montgomery County, Maryland immediately prior to this Deed of Trust
(as the same may from time to time, with the Beneficiary's prior written
consent, be extended, amended, restated, supplemented or otherwise modified, the
"Ground Lease").

      4. The Corporate Guarantor has subleased a portion of its leasehold
interest in the Property (the "Leasehold Parcel") to the Borrower pursuant to
that certain Lease Agreement of even date herewith, by and between the Corporate
Guarantor, as landlord and the Borrower, as tenant, which Lease Agreement, or
memorandum thereof, is being recorded among the Land Records of Montgomery
County, Maryland immediately prior to this Deed of Trust (as the same may from
time to time, with the Beneficiary's prior written consent, be extended,
amended, restated, supplemented or otherwise modified, the "Sub-Lease").
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      5. The Borrower has further subleased its leasehold interest in the
Leasehold Parcel to the Affiliate, pursuant to a Lease Agreement of even date
herewith, by and between the Borrower, as landlord, and the Affiliate, as
tenant, which Lease Agreement, or memorandum thereof, is being recorded among
the Land Records of Montgomery County, Maryland immediately prior to this Deed
of Trust (as the same may from time to time, with the Beneficiary's prior
written consent, be extended, amended, restated, supplemented or otherwise
modified as the same may be amended from time to time, the "Facility Lease").


      6. As a condition precedent to making the Loan to the Borrower, the Lender
required that the Grantors secure the payment and performance of all obligations
of the Grantors arising out of, or in connection with, the Loan, including all
of the Corporate Guarantor's obligations under the Guaranty by the execution of
this Leasehold Deed of Trust, Assignment and Security Agreement.

      NOW THEREFORE, in order to induce the Lender to make the Loan to the
Borrower, the Grantors agree as follows:

      Article I.  Definitions, Rules of Construction.

            Section I.1. Definitions. As used in this Leasehold Deed of Trust,
Assignment and Security Agreement, the terms defined in the Preamble and
Recitals hereto shall have the respective meanings specified therein, and the
following terms shall have the meanings indicated:

                  "Accounts" means all accounts of each Grantor within the
meaning of the Uniform Commercial Code of the State derived from or arising out
of the use, occupancy or enjoyment of the Property or for services rendered
therein or thereon.

                  "Additions" means any and all alterations, additions,
accessions and improvements to property, substitutions therefor, and renewals
and replacements thereof.

                  "Beneficiary" means the Lender and its successors and assigns.

                  "BioReliance Loan" means any loan now or hereafter made by the
Lender to the Affiliate and/or the Corporate Guarantor the proceeds of which
will be used to finance the costs of construction of certain improvements to the
Leasehold Real Property.

                  "Casualty" means any act or occurrence of any kind or nature
that results in damage, loss or destruction to the Leasehold Real Property.

                  "Claim" means any liability, suit, action, claim, demand,
loss, expense, penalty, fine, judgment or other cost of any kind or nature
whatsoever, including without limitation, fees, costs and expenses of attorneys,
consultants, contractors and experts.



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                  "Completion Guarantors"  means Robert E. Buccini and David B.
Pollin and their respective successors and assigns.

                  "Condemnation" means any taking of title, of use, or of any
other property interest under the exercise of the power of eminent domain,
whether temporarily or permanently, by any Governmental Authority or by any
Person acting under Governmental Authority.


                  "Condemnation Awards" means any and all judgments, awards of
damages (including, but not limited to, severance and consequential damages),
payments, proceeds, settlements, amounts paid for a taking in lieu of
Condemnation, or other compensation heretofore or hereafter made, including
interest thereon, and the right to receive the same, as a result of, or in
connection with, any Condemnation or threatened Condemnation.

                  "Contracts of Sale" means any contracts for the sale of all or
any part of the Property or any interest therein, whether now or hereafter
executed, including, without limitation, all of the Proceeds thereof, any funds
deposited thereunder to secure performance by the purchasers of their
obligations and the right, after the occurrence of an Event of Default to
receive and collect all payments due under any contracts of sale.

                  "Corporate Guarantor" means BioReliance Corporation and its
successors and assigns.

                  "Deed of Trust" means this Leasehold Deed of Trust, Assignment
and Security Agreement executed by the Grantors and the Affiliate for the
benefit of the Beneficiary, as the same may from time to time be extended,
amended, restated, supplemented or otherwise modified.

                  "Default" means an event which, with the giving of Notice or
lapse of time, or both, could or would constitute an Event of Default under the
provisions of this Deed of Trust.

                  "Encumbrance" means any Lien, easement, right of way, roadway
(public or private), common area, condominium regime, cooperative housing
regime, restrictive covenant, Lease or other matter of any nature that would
affect title to the Property.

                  "Environmental Assessment" means a report of an environmental
assessment of the Property of such scope (including but not limited to the
taking of soil borings and air and groundwater samples and other above and below
ground testing) as the Beneficiary may request, prepared by a recognized
environmental consulting firm acceptable to the Beneficiary in all respects and
sufficient in detail to comply with the Beneficiary's established guidelines and
the guidelines of any appropriate Governmental Authority.


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                  "Environmental Report" means that certain Phase I
Environmental Site Assessment Narrative prepared for The Buccini/Pollin Group
by Loiederman Associates, Inc., dated November 1997.


                  "Environmental Requirement" means any Law or other agreement
or restriction, whether public or private (including but not limited to any
condition or requirement imposed by any insurer or surety company), now existing
or hereafter created, issued or enacted and all amendments thereto,
modifications thereof and substitutions therefor, which in any way pertains to
human health, safety or welfare, Hazardous Materials, Hazardous Materials
Contamination or the environment (including but not limited to ground, air,
water or noise pollution or contamination, and underground or above ground
tanks) and shall include without limitation, the Resource Conservation and
Recovery Act (the Solid Waste Disposal Act), 42 U.S.C. Section 6901 et seq.; the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. Section 9601 et seq. ("CERCLA"), as amended by the Superfund Amendments
and Reauthorization Act of 1986 ("SARA"); the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801 et seq.; the Federal Water Pollution Control Act, 33
U.S.C. Section 1251 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.;
the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; and the Safe
Drinking Water Act, 42 U.S.C. Section 300f et seq.

                  "Equipment" means all building materials, fixtures, equipment
and other tangible personal property of every kind and nature whatsoever [other
than consumable goods, and trade fixtures or other personal property owned by
tenants (other than the Grantors and the Affiliate) occupying the Improvements],
now or hereafter located or contained in or upon, or attached to, the Leasehold
Real Property, whether now owned or hereafter acquired by any Grantor; together
with all Additions to the Equipment and Proceeds thereof.

                  "Event of Default" means the occurrence of any one or more of
the events specified in Article VI of this Deed of Trust and the continuance of
such event beyond the applicable cure periods, if any, set forth in Article VI.

                  "Expenses" means all costs and expenses of any nature
whatsoever incurred at any time and from time to time (whether before or after
an Event of Default) by the Beneficiary or the Trustees in exercising or
enforcing any rights, powers and remedies provided in this Deed of Trust or any
of the other Loan Documents, including, without limitation, reasonable
attorney's fees, court costs, receiver's fees, management fees and costs
incurred in the repair, maintenance and operation of, or taking possession of,
or selling, the Property.

                  "Facility Lease" has the meaning set forth in the Recitals
to this Deed of Trust.

                  "Governmental Authority" means any governmental or
quasi-governmental entity, including, without limitation, any department,
commission, board, bureau, agency, administration, service or other
instrumentality of any governmental entity.


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                  "Ground Lease Payments" means any and all sums payable at any
time or from time to time by the Corporate Guarantor pursuant to the Ground
Lease.


                  "Guarantors" means the Completion Guarantors and the Corporate
Guarantor, and its, his, her, their respective heirs, personal representatives,
successors and assigns.

                  "Guaranty" means the Guaranty of Payment of even date hereof
executed by the Corporate Guarantor for the benefit of the Lender, as the same
may from time to time be extended, amended, restated, supplemented or otherwise
modified.

                  "Guaranty of Completion" means the Guaranty of Completion of
even date hereof executed by the Completion Guarantors for the benefit of the
Lender, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified.

                  "Hazardous Materials" means any and all hazardous or toxic
substances, wastes or materials which, because of their quantity, concentration,
or physical, chemical or infectious characteristics, may cause or pose a present
or potential hazard or nuisance to human health, safety or welfare or to the
environment when used, treated, stored, disposed of, generated, manufactured,
transported or otherwise handled, including without limitation, any substance,
waste or material which is or contains asbestos, radon, polychlorinated
biphenyls, urea formaldehyde, explosives, radioactive materials or petroleum
products.

                  "Hazardous Materials Contamination" means the use, treatment,
storage, disposal, generation of, manufacturing, transportation or handling of
any Hazardous Materials in violation of any Laws, including, but not limited to
any Environmental Requirements, governing the use, treatment, storage, disposal,
generation of, manufacturing, transportation or handling of Hazardous Materials.

                  "Improvements" means all buildings, structures and other
improvements now or hereafter existing, erected or placed on the Leasehold
Parcel, or in any way used in connection with the use, enjoyment, occupancy or
operation of the Leasehold Parcel.

                  "Land" means the land described in Exhibit "A" attached
hereto, including the Leasehold Parcel, together with (a) all estates, title
interests, title reversion rights, increases, issues, profits, rights of way or
uses, additions, accretions, servitudes, gaps, gores, liberties, privileges,
water rights, water courses, alleys, streets, passages, ways, vaults, licenses,
tenements, franchises, hereditaments, appurtenances, easements and other rights,
now or hereafter owned by any Grantor and belonging or appertaining to the Land
or the Leasehold Parcel, as the case may be, (b) all Claims whatsoever of any
Grantor with respect to the Land or the Leasehold Parcel, as the case may be,
either in law or in equity, in possession or in expectancy, and (c) all estate,
right, title and interest of any Grantor in and to all streets, roads and public
places, opened or proposed, now or hereafter adjoining or appertaining to, the
Land or the Leasehold Parcel, as the case may be.


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                  "Laws" means federal, state and local laws, statutes, rules,
ordinances, regulations, codes, licenses, authorizations, decisions,
injunctions, interpretations, orders or decrees of any court or other
Governmental Authority having jurisdiction as may be in effect from time to
time.

                  "Leasehold Parcel" has the meaning set forth in the
Recitals.

                  "Leasehold Real Property" means the Leasehold Parcel, together
with all Improvements, and all Additions to, and Proceeds of the foregoing.

                  "Leases" means all leases, license agreements and other
occupancy or use agreements (whether oral or written), now or hereafter
existing, which cover or relate to the Real Property, together with all options
therefor, amendments thereto and renewals, modifications and guarantees thereof,
including, without limitation, the Related Leases, any cash or securities
deposited under the Leases to secure performance by the tenants of their
obligations under the Leases, whether such cash or securities are to be held
until the expiration of the terms of the Leases or applied to one or more of the
installments of rent coming due.

                  "Lien" means any mortgage, deed of trust, pledge, security
interest, assignment, judgment, lien or charge of any kind, including, without
limitation, any conditional sale or other title retention agreement, any lease
in the nature thereof, and the filing of, or agreement to give, any financing
statement under the Uniform Commercial Code of any jurisdiction.

                  "Loan Agreement" means the Loan Agreement of even date hereof
between the Borrower and the Lender and acknowledged by the Corporate Guarantor,
which sets forth, among other things, the terms and conditions upon which the
Loan proceeds will be disbursed, as the same may from time to time be extended,
amended, restated, supplemented or otherwise modified.

                  "Loan Documents" means this Deed of Trust, the Note, the Loan
Agreement, the Guaranty, the Guaranty of Completion, and any and all other
documents which any Grantor, any Guarantor or any other party or parties have
executed and delivered, or may hereafter execute and deliver, to evidence,
secure or guarantee the Obligations, or any part thereof, all as the same may
from time to time be extended, amended, restated, supplemented or otherwise
modified.

                  "Loan to Value Ratio" has the meaning set forth in Section
9.08 of this Deed of Trust.

                  "Net Proceeds", when used with respect to any Condemnation
Awards or insurance proceeds allocable to the Real Property, means the gross
proceeds from any Casualty or Condemnation remaining after payment of all
expenses (including reasonable attorneys' fees) incurred in the collection of
such gross proceeds.


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                  "Notice" means a written communication delivered by hand, or
sent by overnight courier, or by certified or registered mail, postage prepaid,
return receipt requested, to the Person to whom such communication is to be
given, at the following addresses:


                  Lender:               NationsBank, N.A.
                                        Commercial Banking
                                        6610 Rockledge Drive
                                        Bethesda, Maryland  20817
                                        Attn:  Elizabeth F. Shore

                  with a copy to Ober, Kaler, Grimes & Shriver, P.C.
                                        1401 H Street, N.W., Suite 500
                                        Washington, D.C. 20005
                                        Attn:  Richard M. Pollak, Esq.

                  if to the Grantors:   BioReliance Corporation
                                        9900 Blackwell Road
                                        Rockville, Maryland 20850
                                        Attn: General Counsel

                                        BPG Industrial Partners II, LLC
                                        Tavern Square, Suite 305
                                        110  North Royal Street
                                        Alexandria, Virginia 22314
                                        Attn:  Robert E. Buccini

                  with a copy to Arent, Fox, Kintner, Plotkin & Kahn
                                        1050 Connecticut Avenue, N.W.
                                        Washington, D.C. 20036
                                        Attn:  Richard L. Brand, Esq.

                                             and

                                        Shulman, Rogers, Gandal, Pordy & Ecker,
                                             P.A.
                                        11921 Rockville Pike, 3rd Floor
                                        Rockville, Maryland 20852
                                        Attn: Rebecca  Oshoway, Esquire

                  Trustees:             c/o NationsBank, N.A.
                                        Commercial Banking
                                        6610 Rockledge Drive
                                        Bethesda, Maryland  20817


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or at such other address as any party shall have notified the others of in the
manner set forth in this definition.


                  "Obligations" means all present and future debts, obligations
and liabilities of any of the Grantors to the Beneficiary and the Trustees
arising pursuant to, and/or on account of, the provisions of this Deed of Trust,
the Note, the BioReliance Loan and any of the other Loan Documents, including,
without limitation, the obligations to (a) pay all principal (including, again
without limitation, any principal advanced after the date of this Deed of Trust
and any principal that is repaid and readvanced), interest, late charges and
prepayment premiums (if any) due at any time under the Note, and (b) pay all
Expenses, indemnification payments and other sums due at any time under this
Deed of Trust together with interest thereon as provided in Section 4.17, and
(c) perform, observe and comply with all of the terms, covenants and conditions,
expressed or implied, which any Grantor is required by this Deed of Trust and
any of the other Loan Documents, to perform, observe or comply with.

                  "Permitted Encumbrances" means (a) the Encumbrances set forth
in the Commitment for Title Insurance No. 50-178-026 issued on October 31, 1997
by Lawyers Title Insurance Company, as updated to the date of this Deed of
Trust, (b) this Deed of Trust, (c) any Leases (including, but not limited to the
Sub-Lease and the Facility Lease) so long as such Leases are subject and
subordinate to this Deed of Trust, (d) liens for Property Assessments which are
either (i) not delinquent, or (ii) being contested in accordance with the
provisions of Section 4.18, and (e) any liens in favor of the Lender in
connection with the BioReliance Loan.

                  "Person" means an individual, a corporation, a partnership, a
joint venture, a trust, a limited liability company, an unincorporated
association, any Governmental Authority or any other entity.

                  "Personalty" means all of each Grantor's interest in personal
property of any kind or nature whatsoever, whether tangible or intangible and
whether now owned or hereafter acquired, which is used in the construction of,
or is placed upon, or is derived from or used in connection with the
maintenance, use, occupancy or enjoyment of, the Real Property, including,
without limitation, (a) the Equipment, (b) the Accounts, (c) any franchise or
license agreements and management agreements entered into with respect to the
Real Property or the business conducted therein (provided all of such agreements
shall be subordinate to this Deed of Trust, and the Beneficiary shall have no
responsibility for the performance of any Grantor's obligations thereunder), and
(d) all plans and specifications, contracts and subcontracts for the
construction or repair of the Improvements, sewer and water taps, allocations
and agreements for utilities, bonds, permits, licenses, guarantees, warranties,
causes of action, judgments, Claims, profits, security deposits, utility
deposits, refunds of fees or deposits paid to any Governmental Authority,
letters of credit and policies of insurance; together with all Additions to the
Personalty and Proceeds thereof.


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                  "Proceeds", when used with respect to any of the collateral
described in this Deed of Trust, means all proceeds within the meaning of the
Uniform Commercial Code of the State and shall also include the proceeds of any
and all insurance policies.


                  "Property" when used herein with respect to the Borrower
and/or the Affiliate, means the Leasehold Real Property, and when used herein
with respect to the Corporate Guarantor means the Real Property.

                  "Property Assessments" means all taxes, payments in lieu of
taxes, water rents, sewer rents, assessments, condominium charges, maintenance
charges and other governmental or municipal or public or private dues, charges
and levies and any Liens (including federal tax liens) which are or may be
levied, imposed or assessed upon the Real Property or any part thereof, or upon
any Leases or any Rents, whether levied directly or indirectly or as excise
taxes, as income taxes, or otherwise.

                  "Real Property" means the Land and the Improvements,
including, the Leasehold Real Property, and all Additions to, and Proceeds of
the foregoing.

                  "Related Leases" means the Ground Lease, the Sub-Lease and the
Facility Lease.

                  "Reimbursement Rate" means the Default Rate set forth in the
Note.

                  "Rents" means all of the rents, royalties, issues, profits,
revenues, earnings, income and other benefits of the Real Property, or arising
from the use or enjoyment of the Real Property, or from any Lease or other use
or occupancy agreement pertaining to the Real Property.

                  "State" means the State of Maryland.

                  "Sub-Lease" has the meaning set forth in the Recitals to this
Deed of Trust.

                  "Sub-Lease Payments" means any and all sums payable at any
time or from time to time by the Borrower pursuant to the Sub-Lease.

                  "Taxes" means all taxes and assessments whether general or
special, ordinary or extraordinary, or foreseen or unforeseen, which at any time
may be assessed, levied, confirmed or imposed on any Grantor or on any of its
properties or assets or any part thereof or in respect of any of its franchises,
businesses, income or profits.

                  "Transfer" means any direct or indirect sale, assignment,
conveyance or transfer, including, without limitation, any contract or agreement
to sell, assign, convey or transfer, whether made with or without consideration.


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                  "Trustees" means the Individual Trustees or their successors
in trust who may be acting under and pursuant to this Deed of Trust from time to
time.


            Section I.2. Rules of Construction. The words "hereof", "herein",
"hereunder", "hereto", and other words of similar import refer to this Deed of
Trust in its entirety. The terms "agree" and "agreements" mean and include
"covenant" and "covenants". The headings of this Deed of Trust are for
convenience only and shall not define or limit the provisions hereof. All
references (a) made in the neuter, masculine or feminine gender shall be deemed
to have been made in all such genders, (b) made in the singular or plural number
shall be deemed to have been made, respectively, in the plural or singular
number as well, (c) to the Land, the Leasehold Parcel, the Improvements, the
Personalty, the Real Property, the Leasehold Real Property or Property shall
mean all or any portion of each of the foregoing, respectively, and (d) to
Section numbers are to the respective Sections contained in this Deed of Trust
unless expressly indicated otherwise. The term "Grantor" shall also refer to all
of the Persons signing this Deed of Trust as a Grantor, and to each of them, and
all of them are jointly and severally bound, obligated and liable hereunder. The
Trustees or the Beneficiary may release, compromise, modify or settle with any
of the Grantors, in whole or in part, without impairing, lessening or affecting
the obligations and liabilities of the others of the Grantors hereunder or under
the Note. Any of the acts mentioned aforesaid may be done without the approval
or consent of, or notice to, any of the Grantors.

      Article II. Granting Clauses; Condition of Grant. In order to secure the
prompt payment and performance of the Obligations, the Grantors and the
Affiliates (a) grant, bargain, sell and convey the Property unto the Trustees in
trust for the benefit of the Beneficiary, to have and to hold the Property unto
the Trustees for the unexpired term of years remaining under the Ground Lease,
the Sub-Lease, and the Facility Lease and any renewals or extensions thereof,
together with all of the Grantors' rights, title and interest as tenant under
the Ground Lease, and the Sub-Lease, as the case may be, including, without
limitation, its rights (if any) to terminate, disaffirm, surrender, supplement,
alter or amend the Ground Lease or the Sub-Lease, to renew or extend the Ground
Lease or the Sub-Lease, and to purchase the fee simple interest in the Land;
provided that, the Grantors may retain possession of the Property until the
occurrence of an Event of Default and further provided, that with respect to the
Sub-Lease and the Facility Lease, it being understood and agreed that the
Borrower and the Affiliate only grant, bargain, sell and convey their interest
in the Leasehold Real Property; and (b) grants the Beneficiary a lien on, and
security interest in, the Personalty; and (c) unconditionally and absolutely
assigns the Leases and Rents to the Beneficiary (but subject to the license for
collection of Rents described in Section 4.12 (b)); and (d) assigns to, and
grants the Beneficiary a security interest in, any Contracts of Sale; and (e)
assigns to the Beneficiary all Condemnation Awards and any insurance proceeds
payable with respect to any Casualty. If and when Grantors have paid and
performed all of the Obligations, no further advances are to be made under the
Loan Agreement and the BioReliance Loan has been indefeasibly repaid in full,
the Trustees, upon request by the Beneficiary, will provide a release of this
Deed of Trust to the Grantors. The Grantors shall be responsible for the
recordation of such release and payment of any recording costs.


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      Article III. Representations and Warranties. Each of the Grantors make the
following representations and warranties as to itself, to the Beneficiary:


            Section III.1. Organization, Power and Authority of the Grantors;
Loan Documents. The Borrower (a) is a limited liability company duly organized
and existing under the laws of the state in which it is organized, and in any
other state in which the Borrower conducts business, and (b) has the power,
authority and legal right to own its property and carry on the business now
being conducted by it and to engage in the transactions contemplated by the Loan
Documents. The Corporate Guarantor (a) is a corporation duly organized, existing
and in good standing under the laws of the state in which it is organized, and
is duly qualified to do business and in good standing in the state in which the
Property is located and in any other state in which the Borrower conducts
business, and (b) has the power, authority and legal right to own its property
and carry on the business now being conducted by it and to engage in the
transactions contemplated by the Loan Documents. The execution and delivery of,
and the carrying out of the transactions contemplated by, the Loan Documents
executed by the Grantors, and the performance and observance of the terms and
conditions of such Loan Documents, have been duly authorized by all necessary
action of each Grantor. The Loan Documents to which each Grantor is a party
constitute the valid and legally binding obligations of such Grantor and are
fully enforceable against such Grantor in accordance with their respective
terms.

            Section III.2. Other Documents; Laws. The execution and performance
of the Loan Documents executed by the Grantors and the consummation of the
transactions contemplated thereby will not conflict with, result in any breach
of, or constitute a default under, the corporate charter, bylaws, operating
agreement of any Grantor, as the case may be, or any contract, agreement,
document or other instrument to which any Grantor is a party or by which any
Grantor may be bound or affected, and do not and will not violate or contravene
any Law to which any Grantor is subject.

            Section III.3. Taxes. The Grantors have filed all federal, state,
county and municipal Tax returns required to have been filed by the Grantors
with respect to the Property and have paid all Taxes with respect to the
Property which have become due pursuant to such returns or pursuant to any Tax
assessments received by any Grantor.

            Section III.4. Legal Actions. To the best of each Grantor's
knowledge or belief, there are no (a) Claims pending or, to the best of each
Grantor's knowledge and belief, threatened, against or affecting the Property,
or (b) investigations at law or in equity, before or by any court or
Governmental Authority, pending or, to the best of each Grantor's knowledge and
belief, threatened, against or affecting the Property. The Grantors are not in
default with respect to any order, writ, injunction, decree or demand of any
court or any Governmental Authority affecting the Property.

            Section III.5. Nature of Loan; Usury; Disclosures. Each Grantor is a
business or commercial organization, and the Loan is being made solely for the
purpose of carrying on or acquiring a business or commercial enterprise. The
rate of interest charged on the Loan does not, and will not, violate any usury
Law or interest rate limitation.


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            Section III.6. Trade Names. Each Grantor conducts its business
solely under the name set forth in the Preamble to this Deed of Trust and makes
use of no trade names in connection therewith (other than MA BioServices, Inc.),
unless such trade names have been previously disclosed to the Beneficiary in
writing.


            Section III.7. Warranty of Title. The (a) Corporate Guarantor is the
owner of the leasehold legal title to the Real Property, (b) the Grantors and
the Affiliate, except for the Permitted Encumbrances, are the owners of all of
the beneficial and/or equitable leasehold interests in and to the Property, and
(c) the Corporate Guarantor is lawfully seized and possessed of the leasehold
interest in the Real Property and the Borrower is lawfully seized and possessed
of the Leasehold Real Property. Each Grantor and the Affiliate has the right and
authority to convey its leasehold interest in the Property and each Grantor does
hereby warrant specially, and agrees to defend its leasehold interest in the
Property and the title thereto, whether now owned or hereafter acquired, against
all Claims by any Person claiming by, through, or under any Grantor. The
Property is subject to no Encumbrances other than the Permitted Encumbrances.

            Section III.8. Property Assessments. The Real Property is assessed
for purposes of Real Property Assessments as a separate and distinct parcel from
any other property, such that the Property shall never become subject to the
Lien of any Property Assessments levied or assessed against any property other
than the Real Property.

            Section III.9. Independence of the Real Property. To the best of
each Grantor's knowledge and belief, no building or other improvements on
property not covered by this Deed of Trust rely on the Real Property or any
interest therein to fulfill any requirement of any Governmental Authority for
the existence of such property, building or improvements; and none of the Real
Property relies, or will rely, on any property not covered by this Deed of Trust
or any interest therein to fulfill any requirement of any Governmental
Authority. The Real Property has been properly subdivided from all other
property in accordance with the requirements of any applicable Governmental
Authorities, but the Leasehold Parcel has not been subdivided.

            Section III.10. Existing Improvements. The existing Improvements, if
any, were constructed in accordance with all applicable Laws, including, without
limitation, zoning Laws.

            Section III.11. [INTENTIONALLY OMITTED].

            Section III.12. Leases, Rents, Contracts of Sale. The Leases, Rents
and Contracts of Sale, if any, are not subject to any Encumbrance other than the
Permitted Encumbrances.

            Section III.13. Hazardous Materials Contamination; Compliance With
Environmental Requirements. To the best of each Grantor's knowledge and belief,
based on its review of the Environmental Report (a) no Hazardous Materials
Contamination has occurred on the Property and, (b) the Property has never been
used as a manufacturing, storage, treatment, processing, recycling or disposal
site for Hazardous Materials. The present condition and uses of, and activities
on, the


                                       12
<PAGE>   13
Property do not violate any Environmental Requirement and the uses of the
Property which each Grantor and each tenant and subtenant, if any, intend in the
future to make of the Property comply and will comply with all applicable
Environmental Requirements. No Grantor has received any notice, or is aware, of
any Claim involving a violation of any Environment Requirement with respect to
the Property or any operation conducted on the Property or on any parcel in the
vicinity of the Property. To the best of each Grantor's knowledge, based on the
Environmental Report, there is no Environmental Requirement which requires any
work, repair, construction, capital expenditure, or other remedial work of any
nature whatsoever to be undertaken with respect to the Property.


            Section III.14. Financial Statements. Each Grantor represents for
itself that the financial statements heretofore delivered by said Grantor, if
any, or any agent of the Grantor, to the Beneficiary are true and correct in all
material respects, have been prepared in accordance with generally accepted
accounting principles consistently applied, and fairly present the respective
financial conditions of the subjects thereof as of the respective dates thereof.
No material adverse change has occurred in the financial conditions reflected
therein since the respective dates thereof and no material additional
liabilities have been incurred by such Grantor since the date thereof other than
the borrowings contemplated herein or as approved in writing by the Beneficiary.

            Section III.15. Ground Lease. The Ground Lease (a) is a valid and
subsisting lease of the Land and all other real and personal property described
and demised therein for the term set forth in the Ground Lease; (b) is in full
force and effect in accordance with its terms; and (c) has not been amended,
modified or altered, except as described in the definition of Ground Lease set
forth in this Deed of Trust. All Ground Lease Payments have been paid to the
extent they were due and payable before the date hereof, and there are no
existing defaults under the provisions of the Ground Lease or in the performance
of any of its terms or conditions. The Corporate Guarantor is the sole owner of
the entire leasehold estate, and all of the lessee's right, title and interest
under the Ground Lease. The consent of the lessor under the Ground Lease is not
required as a condition precedent to the validity or enforceability of this Deed
of Trust.

            Section III.16. Sub-Lease. The Sub-Lease (a) is a valid and
subsisting sublease of the Leasehold Parcel and all other real and personal
property described and demised therein for the term set forth in the Sub-Lease;
(b) is in full force and effect in accordance with its terms; and (c) has not
been amended, modified or altered, except as described in the definition of
Sub-Lease set forth in this Deed of Trust. All Sub-Lease Payments have been paid
to the extent they were due and payable before the date hereof, and there are no
existing defaults under the provisions of the Sub-Lease or in the performance of
any of its terms or conditions. The Borrower is the sole owner of the entire
leasehold estate in the Leasehold Parcel, and all of the lessee's right, title
and interest under the Sub-Lease.

            Section III.17. Single Purpose Entity/Separateness. The Borrower
represents, warrants and covenants as follows:


                                       13
<PAGE>   14
            (a) the Borrower does not own and will not own any asset or property
other than (i) the Property, and (ii) incidental personal property necessary for
the ownership or operation of the Property;

            (b) the Borrower will not engage in any business other than the
ownership, management, sale, exchange and operation of the Property and the
Borrower will conduct and operate its business as presently conducted and
operated;

            (c) The Borrower will not enter into any contract or agreement with
any affiliate of the Borrower, any constituent party of the Borrower, any
Guarantor (a "Related Third Party") or any affiliate of any constituent party or
Related Third Party, except upon terms and conditions that are intrinsically
fair and substantially similar to those that would be available on an
arms-length basis with third parties other than any such party;

            (d) The Borrower has not incurred and will not incur any
indebtedness, secured or unsecured, direct or indirect, absolute or contingent
(including guaranteeing any obligation), other than (i) the Obligations, (ii)
trade and operational debt incurred in the ordinary course of business with
trade creditors and in amounts as are normal and reasonable under the
circumstances, and (iii) debt incurred in the financing of equipment and other
personal property used on the Property. No indebtedness other than the
Obligations (including the BioReliance Loan) may be secured (subordinate or pari
passu) by the Property.

            (e) The Borrower has not made and will not make any loans or
advances to any third party (including any affiliate or constituent party, any
Related Third Party or any affiliate of any constituent party or Related Third
Party), and shall not acquire obligations or securities of its affiliates.

      Article IV. Affirmative Covenants.

            Section IV.1. Obligations. The Grantors agree to promptly pay and/or
perform all of the Obligations, time being of the essence in each case.

            Section IV.2. Adjustment of Condemnation and Insurance Claims. The
Grantors shall give prompt Notice to the Beneficiary of any Casualty or any
Condemnation or threatened Condemnation. The Corporate Guarantor agrees that in
the event of any Condemnation, the Corporate Guarantor will at the Corporate
Guarantor's option either (a) promptly exercise its rights under the Ground
Lease to purchase the County's fee interest in the Real Property and remit all
Condemnation Awards to the Beneficiary to repay the Obligations, or (b) make
payment to the Beneficiary in an amount equal to the lesser of (i) the amount of
Condemnation Proceeds which the Corporate Guarantor would have received had the
Corporate Guarantor purchased the County's fee interest pursuant to provisions
(a) above, or (ii) by an amount determined by the Beneficiary in its reasonable
discretion sufficient to maintain the Loan to Value Ratio. Subject to the
provisions hereof, the Beneficiary agrees, however, that, so long as no Event of
Default has occurred, the


                                       14
<PAGE>   15
Grantors may settle or compromise any such Claim with the prior written consent
of the Beneficiary, which consent shall not be unreasonably withheld or delayed.
If, prior to the receipt by the Beneficiary of any Condemnation Award or
insurance proceeds, the Property shall have been sold pursuant to the provisions
of Section 7.02, the Beneficiary shall have the right to receive such funds to
the extent of (a) any deficiency found to be due upon such sale with interest
thereon (whether or not a deficiency judgment on this Deed of Trust shall have
been sought or recovered or denied), and (b) necessary to reimburse the
Beneficiary for its Expenses. After the occurrence of any Event of Default, the
Grantors agree to execute and deliver from time to time, upon the request of the
Beneficiary, such further instruments or documents as may be requested by the
Beneficiary to confirm the grant and assignment to the Beneficiary of any
Condemnation Awards or insurance proceeds.


            Section IV.3. Application of Net Proceeds. Net Proceeds must be
applied to either (a) the payment of the Obligations, or (b) the restoration of
the Improvements. If Net Proceeds are equal to or less than $1,000,000 and no
Event of Default has occurred and is continuing, the Grantors shall have the
right to receive the Net Proceeds from the insurer or the Beneficiary, without
having to satisfy any of the additional requirements of this Section 4.03, and
to apply the Net Proceeds to the restoration of the Improvements. If Net
Proceeds exceed $1,000,000, such Net Proceeds may be applied to rebuild and
restore the Improvements provided, that at the time of the receipt of such Net
Proceeds: (i) no Event of Default has occurred and is continuing, (ii) the
Beneficiary determines in its reasonable discretion and if requested by
Beneficiary, based on a feasibility report prepared by an independent third
party at the Grantors' expense, that it is economically feasible to rebuild the
Improvements to substantially their condition before the Casualty or
Condemnation with the Net Proceeds, and any additional funds provided by the
Grantors, and (iii) the Borrower continues to make payments on the Loan as and
when due, throughout the rebuilding and restoration of the Improvements. If for
any reason, any of these conditions are not met, the Net Proceeds will be
promptly applied to the payment of the Obligations.

Except as set forth above, in the event that Net Proceeds are to be applied to
the restoration of the Improvements, each of the following conditions must also
be met and complied with:

                  (a) An escrow account shall have been established with the
Beneficiary composed of Net Proceeds, and, if necessary, additional deposits
made by the Grantors, which, in the reasonable judgment of the Beneficiary, is
sufficient to restore the Property to its use, value and condition immediately
prior to the Casualty or Condemnation. The Beneficiary shall be entitled, at the
expense of the Grantors, to consult such professionals as the Beneficiary may
deem necessary, in its reasonable discretion, to determine the total costs of
restoring the Property. No interest will be paid on funds in the escrow account.
The Grantors hereby assign to, and grant the Beneficiary a security interest in,
such escrow account and the funds therein to secure the payment and performance
of the Obligations.

                  (b) The Beneficiary is satisfied that income under any Leases
then in place, or from such other sources as may be acceptable to the
Beneficiary, is sufficient to pay all of the Obligations when and as the same
are due and payable.


                                       15
<PAGE>   16
                  (c) Proceeds from rental loss or business interruption
insurance, or both, or other moneys of the Grantors, must be available to the
Grantors in such amounts as the Beneficiary, in its reasonable judgment,
considers sufficient to pay the debt service under the Note, and all Property
Assessments, insurance premiums and other sums becoming due from the Grantors
pursuant to this Deed of Trust and the Note during the time required for
restoration.

                  (d) All restoration will be conducted under the supervision of
an engineer, selected and paid for by the Grantors and approved in advance by
the Beneficiary in its reasonable discretion and by a general contractor who
shall be approved by the Beneficiary in its reasonable discretion.

                  (e) The restoration will be performed pursuant to plans and
specifications approved by the Beneficiary in its reasonable discretion.

                  (f) If required by the Beneficiary at its sole but reasonable
option, the contractor or contractors responsible for the restoration shall have
obtained payment and performance bonds from a corporate surety acceptable to the
Beneficiary and naming the Beneficiary as dual obligee.

                  (g) The Guaranty shall remain in full force and effect and the
Corporate Guarantor shall so confirm to the Beneficiary.

If any of the foregoing conditions are not satisfied, the Beneficiary may, in
its sole discretion, apply Net Proceeds to the payment of the Obligations.

            If applied to restoration, Net Proceeds (and any other funds
required to be deposited with the Beneficiary) shall be disbursed from time to
time in accordance with the terms and conditions of a construction loan
agreement similar to the Loan Agreement with such changes as the Beneficiary may
reasonably require, and subject also to the following conditions (which shall
control in the event of any conflict with the provisions of such construction
loan agreement):

                  (a) Restoration shall commence within thirty (30) days
following receipt of the Net Proceeds by the Beneficiary and shall be completed
within such time as may be determined by the Beneficiary in view of the extent
of the Casualty or Condemnation but, in any event, shall be completed within a
reasonable period after the date the Net Proceeds are received.

                  (b) At the time of each disbursement no Default shall have
occurred.

                  (c) Restoration shall be performed in accordance with the
requirements of Section 5.04.


                                       16
<PAGE>   17
                  (d) Each disbursement and accompanying each request therefor,
shall be made in accordance with the terms set forth in the Loan Agreement
governing disbursements and any hold backs.

                  (e) The final hold backs, if any, shall be disbursed only upon
delivery to the Beneficiary, in addition to the items required in paragraph (d)
above, of the following:

                  (i) Final waivers of Liens from all contractors and
subcontractors.

                  (ii) A certificate of the architect or the Beneficiary's
Inspecting Engineer (as defined in the Loan Agreement) stating that the
restoration has been completed in a good and workmanlike manner, in accordance
with the plans and specifications approved by the Beneficiary and in accordance
with all applicable Laws.

                  (f) Immediately upon the occurrence of any Event of Default,
the Beneficiary may apply Net Proceeds and any other sums deposited with the
Beneficiary to the repayment of the Obligations.

            Section IV.4. Property Assessments; Escrow. (a) Unless an escrow
account for payment of Property Assessments is created pursuant to subsection
(c) below, the Grantors will (i) promptly pay in full and discharge all Property
Assessments, and (ii) exhibit to the Beneficiary, upon demand, the receipted
bills for such Property Assessments prior to the day upon which the same shall
become delinquent. Property Assessments shall be considered delinquent as of the
first day any interest or penalties commence to accrue thereon.

                  (b) In the event of the passage of any Law subsequent to the
date of this Deed of Trust in any manner changing or modifying the Laws now in
force governing the taxation of deeds of trust or debts secured by deeds of
trust or the manner of collecting any such taxes so as to adversely affect the
Beneficiary (including, without limitation, a requirement that internal revenue
stamps be affixed to this Deed of Trust or any of the other Loan Documents), the
Grantors will promptly pay any such tax upon receipt of an invoice therefor. If
the Grantors fail to make such prompt payment, or if any Law prohibit the
Grantors from making such payment or would penalize the Beneficiary if the
Grantors make such payment, then the entire unpaid balance of the Obligations
shall, immediately become due and payable at the sole option of the Beneficiary
upon ninety (90) days notice from Beneficiary to the Grantors. In no event,
however, shall any income taxes of the Beneficiary or franchise taxes of the
Beneficiary measured by income, or taxes in lieu of such income taxes or
franchise taxes, be required to be paid by the Grantors.

                  (c) At any time and from time to time following the occurrence
of an Event of Default, the Grantors shall pay to the Beneficiary monthly, on
any date selected by the Beneficiary, such amount as the Beneficiary from time
to time estimates will generate sufficient funds to pay all Property Assessments
and premiums for the insurance required by Section 4.02 prior to the date such
Property Assessments or insurance premiums next become due. The Beneficiary's


                                       17
<PAGE>   18
estimates shall be based on the amounts actually payable or, if unknown, on the
amounts actually paid for the year preceding that for which such payments are
being made. Any deficiencies shall be promptly paid by the Grantors to the
Beneficiary on demand. The Grantors shall transmit bills for the Property
Assessments and insurance premiums to the Beneficiary as soon as received. When
the Beneficiary has received from the Grantors, or on its account, funds
sufficient to pay the same, the Beneficiary shall pay such bills. Payments for
such purposes may be made by the Beneficiary at its discretion even though
subsequent owners of the Property may benefit thereby. Upon foreclosure or
release of this Deed of Trust or, to the extent permitted by Law, upon the
occurrence of an Event of Default, the Beneficiary may apply any sums so
deposited to the payment of the Obligations. If from time to time funds are
accumulated under the terms of this Section in excess of the amount needed to
pay the Property Assessments and such insurance premiums, the Grantors at least
annually shall be given the option of (i) receiving a refund of the excess
funds, (ii) applying the excess funds to the payment of the Obligations (without
penalty or prepayment fees under the Note), or (iii) permitting the excess funds
to remain in the escrow account established pursuant to this Section. If the
Grantors fail to give Notice to the Beneficiary of their intent with respect to
the application of the excess funds as provided in this Section within sixty
(60) days from the date the Beneficiary mailed notice of the accumulation of the
excess funds, the Beneficiary shall promptly return the excess funds to the
Grantors. Within sixty (60) days after receipt from the Grantors of a Notice
requesting a refund, the Beneficiary shall also return excess funds to the
Grantors.


            Section IV.5. Compliance with Laws. Each Grantor will comply with
and not violate, and cause to be complied with and not violated in all material
respects, all present and future Laws applicable to the Property and its use and
operation.

            Section IV.6. Maintenance and Repair of the Property. Each Grantor,
at the Grantors' sole expense, will (a) keep and maintain or will cause to be
kept or maintained, the Improvements and the Equipment in good condition,
working order and repair, and (b) make, or cause to made, all necessary or
appropriate repairs and Additions to the Improvements and Equipment, so that
each part of the Improvements and all of the Equipment shall at all times be in
good condition and fit and proper for the respective purposes for which they
were originally intended, erected, or installed.

            Section IV.7. Additions to Security. All right, title and interest
of the Grantors in and to all Improvements and Additions hereafter constructed
or placed on the Property and in and to any Equipment hereafter acquired shall,
without any further deed of trust, conveyance, assignment or other act by the
Grantors, become subject to the Lien of this Deed of Trust as fully and
completely, and with the same effect, as though now owned by the Grantors and
specifically described in the granting clauses hereof. The Grantors agree,
however, to execute and deliver to the Trustees and/or the Beneficiary such
further documents as may be required pursuant to Section 9.02.

            Section IV.8. Inspection. The Grantors will permit the Beneficiary,
or any Person authorized by the Beneficiary, to enter and make inspections of
the Property at all reasonable times and as often as may be requested by the
Beneficiary, provided, all such inspections are made in


                                       18
<PAGE>   19
accordance with each Grantor's (and any subtenant's) security and
confidentiality policies and procedures. No Person who is a competitor of any
Grantor, the Affiliate or any subtenant of the Affiliate may inspect the
Property unless such Person is a potential purchaser of the Real Property and
such inspection takes place not less forty five (45) days after any Monetary
Default and not less than one hundred twenty (120) days after an other Event of
Default.

            Section IV.9. Management. The Borrower at all times shall provide
for the competent and responsible management and operation of the Property. Any
management contract or contracts affecting the Property must be approved in
writing by the Beneficiary prior to the execution of the same.

            Section IV.10. Estoppel Certificates. Within ten (10) days after any
request by the Beneficiary or a proposed assignee or purchaser of the Loan, the
Borrower shall certify in writing to the Beneficiary, or to such proposed
assignee or purchaser, the then unpaid balance of the Loan and whether the
Borrower has any right of defense or set off to the payment or performance of
any of the Obligations.

            Section IV.11. Subrogation. To the extent permitted by Law, the
Beneficiary shall be subrogated, notwithstanding its release of record, to any
Lien now or hereafter existing on the Property to the extent that such Lien is
paid or discharged by the Beneficiary whether or not from the proceeds of the
Loan. This Section shall not be deemed or construed, however, to obligate the
Beneficiary to pay or discharge any Lien.

            Section IV.12. Leases. (a) The Beneficiary shall have the right to
approve any Lease executed after the date of this Deed of Trust as to form,
content and financial strength of the tenant. All such Leases shall, at the
Beneficiary's option, include subordination provisions acceptable to the
Beneficiary in its sole and absolute discretion. The Beneficiary agrees that it
will provide all tenants under Leases which have terms (including any renewal
options) of twenty four (24) months or less and all tenants under Leases
approved by the Beneficiary in its sole, but reasonable discretion, with the
Beneficiary's customary subordination, attornment and non-disturbance agreement.
At any time, within thirty (30) days after Notice from the Beneficiary, the
Borrower will deliver to the Beneficiary a written description in such
reasonable detail as the Beneficiary may request of all of the Leases,
including, without limitation, the names of all tenants, the terms of all Leases
and the Rents payable under all Leases, and, on demand, the Borrower will
furnish to the Beneficiary fully executed copies of any Leases and such
subordination and attornment agreements as the Beneficiary may request. If any
Lease provides for the giving by the tenant of certificates with respect to the
status of such Lease, the Borrower shall exercise its right to require such
certificate within ten (10) days after any request by the Beneficiary. Within
thirty (30) days after any request by the Beneficiary, the Borrower will notify
all tenants under existing Leases, and agrees to thereafter notify all tenants
under future Leases, that (i) the Borrower collects and receives all Rents
pursuant to the license granted to it hereunder, and (ii) upon Notice from the
Beneficiary that such license has been revoked, the tenant (including, but not
limited to the Affiliate) shall pay all unpaid Rent directly to the Beneficiary.
After the completion of the Improvements, the Borrower may assign its interest


                                       19
<PAGE>   20
as lessee in the Sub-Lease and its interests as a lessor in the Facility Lease
to a third party acceptable to the Beneficiary in its reasonable discretion,
provided such assignment is made subject to the lien of this Deed of Trust, and
further provided that the assignee assumes all of the obligations of the
Borrower under the Loan Documents pursuant to a written agreement acceptable to
the Beneficiary in all material respects. Notwithstanding anything set forth in
this Section to the contrary, the Affiliate may sublease in the aggregate up to
forty nine percent (49%) of the Leasehold Parcel under the Facility Lease to
third parties, provided each such assignment is made subject to the lien of this
Deed of Trust. In the event the Affiliate wishes to sublease in the aggregate
more than forty nine percent (49%) of the Leasehold Real Property under the
Facility Lease to third parties, in addition to the conditions set forth in the
preceding sentence, the Beneficiary must approve the identity of each such third
party, which approval will not be unreasonably withheld, and further provided,
that for any assignment or sublease of all or substantially all of the Leasehold
Real Property, the sublessee/assignee assumes all of the obligations of the
Affiliate under the Loan Documents pursuant to a written agreement acceptable to
the Beneficiary in all material respects.


                  (b) So long as no Event of Default has occurred, the Grantors
shall each have a license (which license shall terminate automatically and
without Notice upon the occurrence of an Event of Default) to collect upon, but
not prior to accrual, the Rents under the Leases and, where applicable,
subleases, such Rents to be held in trust for the Beneficiary, provided that
prior to the occurrence and during the continuance of any Event of Default, the
Grantors may use such Rents in their businesses. The Grantors and the
Beneficiary acknowledge and agree that a portion of the Rents under the Facility
Lease necessary to pay the Obligations will be paid directly to the Beneficiary
for application against the Loan. Upon revocation of the license described above
following the occurrence of an Event of Default, and following notification to
the tenants (other than the Affiliate) under the Leases by the Beneficiary or
the Trustees that Rents are to be paid to the Beneficiary, all Rents (other than
those already being paid by the Affiliate directly to the Beneficiary) shall be
paid directly to the Beneficiary and not through the Borrower or the Corporate
Guarantor. A demand by the Beneficiary on any tenant for the payment of Rent
shall be sufficient to warrant such tenant to make future payments of Rent to
the Beneficiary without the necessity of further consent by the Borrower or the
Corporate Guarantor.

                  (c) The Borrower and the Corporate Guarantor, at their sole
cost and expense, will use their best efforts to enforce or secure, or cause to
be enforced or secured, the performance of each and every obligation and
undertaking of the respective tenants under any Leases and will appear in and
defend, at their sole cost and expense, any action or proceeding arising under,
or in any manner connected with, such Leases.

                  (d) Except as permitted in the Loan Documents, neither the
Borrower, nor the Corporate Guarantor will assign the whole or any part of the
Leases or Rents without the prior written consent of the Beneficiary, and any
assignment without such consent shall be null and void.

                  (e) The Grantors will promptly perform all of their material
obligations under any Leases. The Grantors will not, without the prior written
consent of the Beneficiary, (i) cancel, terminate, accept a surrender of, reduce
the payment of rent under, or accept any prepayment


                                       20
<PAGE>   21
of rent for more than one (1) month in advance under, any Lease, or (ii) permit
a Lien on the Property superior to any Lease, other than this Deed of Trust.

                  (f) Except to the extent the Beneficiary has agreed to provide
certain tenants with non-disturbance agreements pursuant to subsection (a) of
this Section, if any Leases are subordinate (either by their date, their express
terms, or by subsequent agreement of the tenant) to this Deed of Trust, such
Leases shall be subject to the condition (and this Deed of Trust so authorizes)
that, in the event of any sale of the Property pursuant to the provisions of
Section 7.02, the Leases shall, at the sole option of the Beneficiary or any
purchaser at such sale, either (i) continue in full force and effect as set
forth in the required advertisement of sale, and the tenant or tenants
thereunder will, upon request, attorn to and acknowledge in writing the
purchaser or purchasers at such sale or sales as landlord thereunder, or (ii)
upon notice to such effect from the Beneficiary, the Trustees or any purchaser
or purchasers, terminate within ninety (90) days from the date of sale. As to
any Lease, neither the Beneficiary nor any purchaser or purchasers at
foreclosure shall be bound by any payment of rent for more than one (1) month in
advance or by any amendment or modification of the Lease made without the prior
written consent of the Beneficiary or, subsequent to a foreclosure sale, such
purchaser or purchasers.

                  (g) Neither the Trustees nor the Beneficiary shall be
obligated to perform or discharge any obligation of the Grantors under any
Lease, provided, however, that if the Beneficiary takes possession of the
Property and operates the Property it will perform the obligations of the
Grantors under the Lease to the extent applicable. This assignment of the Leases
in no manner places on the Beneficiary or the Trustees any responsibility for
(i) the control, care, management or repair of the Property, (ii) the carrying
out of any of the terms and conditions of the Leases, (iii) any waste committed
on the Property, or (iv) any dangerous or defective condition on the Property
(whether known or unknown). The Grantors agree to indemnify the Trustees and the
Beneficiary for, and forever hold them harmless from, any and all Claims arising
out of, or in connection with, any Leases or any assignment thereof, provided,
however, that the Beneficiary is not released from any Claims which arise solely
from the Beneficiary's gross negligence or willful misconduct.

            Section IV.13. Contracts of Sale. Following the occurrence of an
Event of Default, each Grantor irrevocably authorizes the Beneficiary, at its
sole option, to collect, in the name of each Grantor or in its own name as
assignee, all payments due or to become due under any Contract of Sale. Each
Grantor agrees that it will facilitate in every reasonable way the collection by
the Beneficiary of such payments, and will, upon written request by the
Beneficiary, execute a written notice and deliver the same to each purchaser
directing the purchaser to make such payments to the Beneficiary. In no event
shall the Beneficiary be accountable for more moneys than it actually receives
pursuant to a Contract of Sale, nor shall the Beneficiary be liable for any
failure to collect payments under any Contract of Sale. The right to determine
the method of collection and the extent to which the enforcement of collection
shall be prosecuted is reserved to the sole discretion of the Beneficiary. The
Grantors, without the prior written consent of the Beneficiary, will not execute
any assignment of any Contract of Sale or the payments due thereunder. The
Grantors shall furnish to the Beneficiary, within ten (10) days after a written
request from the Beneficiary, a written


                                       21
<PAGE>   22
certification containing the names of all contract purchasers of the Property
and shall attach to such certification a copy of any Contract of Sale. Nothing
contained in this Section shall (a) be construed as a consent by the Beneficiary
to any Transfer of the Property, or (b) constitute a delegation to the
Beneficiary of any of the Grantors' duties or obligations under any Contract of
Sale. The Grantors agree to indemnify the Beneficiary and the Trustees for, and
forever hold them harmless from, any Claim arising out of, or in connection
with, any Contract of Sale, prior to the closing of such sale, provided,
however, that the Beneficiary is not released from any Claims which arise solely
from the Beneficiary's gross negligence or willful misconduct.

            Section IV.14. Taxes. The Grantors shall pay and discharge all Taxes
prior to the date on which penalties are attached thereto unless and to the
extent only that such Taxes are contested in accordance with Section 4.18.

            Section IV.15. Hazardous Materials; Contamination. (a) Each Grantor
agrees to (i) give Notice to the Beneficiary immediately upon each Grantor's
acquiring knowledge of any Hazardous Materials Contamination or of any Claim
made or threatened against any Grantor or the Property with respect to any
Environmental Requirement with a full description thereof; (ii) at the Grantors'
sole cost and expense, promptly comply or cause compliance with any and all
Environmental Requirements relating to the Property or such Hazardous Materials
Contamination and provide the Beneficiary with satisfactory evidence of such
compliance; and (iii) take whatever other action as the Beneficiary may deem
necessary or appropriate in its reasonable discretion to restore to the Grantors
the full use and benefit of the Property as contemplated by the Loan Documents.

                  (b) If an Event of Default shall have occurred hereunder or
under any of the other Loan Documents, the Grantors shall immediately upon the
receipt of Notice from the Beneficiary, which may be given at any time and from
time to time by the Beneficiary in its sole discretion (but not more frequently
than once during any twelve (12) month period), cause an Environmental
Assessment to be undertaken with respect to the Property and furnish the same to
the Beneficiary within thirty (30) days after the date of the Beneficiary's
request. The cost of any such Environmental Assessment shall be borne
exclusively by the Grantors. The Grantors shall cooperate with each
environmental consulting firm engaged to make any such Environmental Assessment
and shall supply to each such environmental consulting firm, from time to time
and promptly on request, all information available to the Grantors to facilitate
the completion of the Environmental Assessment. Notwithstanding the foregoing,
the Beneficiary shall be under no duty to require the preparation of any
Environmental Assessment of the Property, and in no event shall any such
Environmental Assessment by the Beneficiary be or give rise to any
representation or warranty by the Beneficiary that Hazardous Materials are or
are not present on the Property, or that there has been compliance by the
Grantors or any other Person with any Environmental Requirement.

                  (c) The Grantors shall protect, indemnify, defend and hold the
Beneficiary, the Trustees, any Persons owned or controlled by, owning or
controlling, or under the common control of or affiliated with, the Beneficiary
and/or the Trustees, any participants in the


                                       22
<PAGE>   23
Loan, the directors, officers, employees and agents of the Beneficiary, and/or
such other Persons, and the heirs, personal representatives, successors and
assigns of each of the foregoing, harmless from and against any and all Claims
of any kind or nature whatsoever arising out of or in any way connected with any
investigative, enforcement, cleanup, removal, containment, remedial or other
private, governmental or regulatory action at any time threatened, instituted or
completed pursuant to any applicable Environmental Requirement against the
Grantors or the Beneficiary or against or with respect to the Property or any
condition, use or activity on the Property or at any time threatened or made by
any Person against the Grantors or the Beneficiary or against or with respect to
the Property or any condition, use or activity on the Property relating to any
damage, contribution, cost recovery, compensation, loss or injury resulting from
or in any way arising in connection with any Hazardous Materials or Hazardous
Materials Contamination. Upon demand by the Beneficiary, the Grantors shall
diligently defend any such Claim which affects the Property or is made or
commenced against the Beneficiary, whether alone or together with the Grantor or
any other Person, all at the Grantors' sole cost and expense and by counsel to
be approved by the Beneficiary in the exercise of its reasonable judgment. In
the alternative, the Beneficiary may at any time elect to conduct its own
defense through counsel selected by the Beneficiary and at the cost and expense
of the Grantors.


            Section IV.16. Right to Perform. If either Grantor fails to promptly
pay or perform any of the Obligations after any applicable grace or cure period,
the Beneficiary, without Notice to or demand upon either Grantor, and without
waiving or releasing any Obligation or Default, may (but shall be under no
obligation to) at any time thereafter make such payment or perform such act for
the account and at the expense of the Grantors. The Beneficiary may enter upon
the Property for that purpose and take all action thereon as the Beneficiary
considers necessary or appropriate. All Expenses incurred by the Beneficiary
pursuant to this Section, together with interest thereon at the Reimbursement
Rate, shall be paid by the Grantors to the Beneficiary as provided in Section
4.17.

            Section IV.17. Reimbursement; Interest. If the Beneficiary or the
Trustees shall incur any Expenses or pay any Claims to which the Beneficiary or
the Trustees become a party by reason of this Deed of Trust or the rights and
remedies provided hereunder (regardless of whether this Deed of Trust expressly
provides for an indemnification against such Claims by the Grantor), such
Expenses and Claims shall be (a) paid by the Grantors to the Beneficiary on
demand, together with interest thereon from the date incurred until paid in full
by the Grantor at the Reimbursement Rate, and (b) a part of the Obligations
secured by this Deed of Trust. Notwithstanding the foregoing, however, in any
action or proceeding to foreclose this Deed of Trust or to recover or collect
the Obligations, the provisions of Law governing the recovery of costs,
disbursements and allowances shall prevail unaffected by this Section. Whenever
this Deed of Trust provides for interest to be paid at the Reimbursement Rate,
the Reimbursement Rate shall be calculated on the basis of a 360-day year factor
applied to actual days elapsed and adjusted simultaneously with any change in
the Beneficiary's prime rate of interest.

            Section IV.18. Permitted Contests. The Grantors shall not be
required to pay any of the Property Assessments, or to comply with any Law, so
long as the Grantors shall in good faith, and at their cost and expense, contest
the amount or validity thereof, or take other appropriate action


                                       23
<PAGE>   24
with respect thereto, in good faith and in an appropriate manner or by
appropriate proceedings; provided that (a) such proceedings operate to prevent
the collection of, or other realization upon, such Property Assessments or
enforcement of the Law so contested, (b) there will be no sale, forfeiture or
loss of the Property during the contest, (c) neither the Beneficiary nor the
Trustees are subjected to any Claim, and (d) the Grantors provide assurances
satisfactory to the Beneficiary in its reasonable discretion (including, without
limitation, the establishment of an appropriate reserve account with the
Beneficiary) of their ability to pay such Property Assessments or comply with
such Law in the event the Grantors are unsuccessful in its contest. Each such
contest shall be promptly prosecuted to final conclusion or settlement, and the
Grantors shall indemnify and save the Beneficiary and Trustees harmless against
all Claims in connection therewith. Promptly after the settlement or conclusion
of such contest or action, the Grantors shall comply with such Law and/or pay
and discharge the amounts which shall be levied, assessed or imposed or
determined to be payable, together with all penalties, fines, interests, costs
and expenses in connection therewith.


            Section IV.19. Security Agreement. This Deed of Trust creates a
security interest in the Personalty, and, to the extent the Personalty is not
real property, this Deed of Trust constitutes a security agreement from the
Grantors and the Affiliate to the Beneficiary under the Uniform Commercial Code
of the State. The Grantors hereby agree to execute and deliver on demand, and,
if appropriate, to file with the appropriate filing office or offices, such
financing statements or other instruments as the Beneficiary may request or
require in order to perfect the security interest granted hereby or to continue
the effectiveness of the same.

            Section IV.20. Ground Lease Obligations. The Corporate Guarantor
agrees that it will (a) unless an escrow for Ground Lease Payments has been
established pursuant to the following clause (b), pay when due all Ground Lease
Payments; (b) if at any time requested by the Beneficiary, after the occurrence
and during the continuance of any Event of Default, at the Beneficiary's sole
option, pay to the Beneficiary monthly, on any date selected by the Beneficiary,
such amount as the Beneficiary from time to time estimates will generate
sufficient funds to pay all Ground Lease Payments on the date such Ground Lease
Payments next become due (such sums shall be held subject to the terms and
conditions governing the escrow for Property Assessments and insurance premiums
as set forth in Section 4.04); (c) at all times perform and comply with all of
its obligations under the Ground Lease; (d) promptly after receipt of any notice
of default pursuant to the terms of the Ground Lease, fully and timely cure the
same; (e) do all things necessary to preserve and keep unimpaired the rights of
the tenant under the Ground Lease and to prevent any default thereunder or
termination, surrender, cancellation or impairment thereof; (f) give prompt
Notice to the Beneficiary of any default by the lessor under the Ground Lease
and (g) give prompt Notice to the Beneficiary of the giving of any notice by the
lessor under the Ground Lease of any default by the Corporate Guarantor, as
tenant under the Ground Lease. In the event Ground Lease Payments are escrowed
with the Beneficiary pursuant to this Section, the Beneficiary will use such
Ground Lease Payments, to the extent available, to make payments to the County
when such payments are due.

            Section IV.21. Sub-Lease Obligations. The Borrower agrees that it
will (a) unless an escrow for Sub-Lease Payments has been established pursuant
to the following clause (b), pay when due all Sub-Lease Payments; (b) if at any
time requested by the Beneficiary, after the


                                       24
<PAGE>   25
occurrence and during the continuance of any Event of Default, at the
Beneficiary's sole option, pay to the Beneficiary monthly, on any date selected
by the Beneficiary, such amount as the Beneficiary from time to time estimates
will generate sufficient funds to pay all Sub-Lease Payments on the date such
Sub-Lease Payments next become due (such sums shall be held subject to the terms
and conditions governing the escrow for Property Assessments and insurance
premiums as set forth in Section 4.04); (c) at all times perform and comply with
all of its obligations under the Sub-Lease; (d) promptly after receipt of any
notice of default pursuant to the terms of the Sub-Lease, fully and timely cure
the same; (e) do all things necessary to preserve and keep unimpaired the rights
of the tenant under the Sub-Lease and to prevent any default thereunder or
termination, surrender, cancellation or impairment thereof; (f) give prompt
Notice to the Beneficiary of any default by the Corporate Guarantor under the
Sub-Lease and (g) give prompt Notice to the Beneficiary of the giving of any
notice by the Corporate Guarantor under the Ground Lease of any default by the
Borrower, as tenant under the Sub-Lease.


            Section IV.22. Non-Merger. The Corporate Guarantor agrees that prior
to acquiring the fee simple, or any other estate, title or interest in the Land
or the Improvements, the Corporate Guarantor shall execute and deliver to the
Beneficiary such instruments, deeds and documents as the Beneficiary deems
necessary or prudent to cause this Deed of Trust to attach to and cover and be a
first lien upon each other estate so acquired, and to cause such estate so
acquired to be considered as mortgaged, assigned or conveyed to the Trustees
hereunder and the Lien of this Deed of Trust spread to cover such estate,
subject only to the Permitted Encumbrances. The Grantors agree upon request of
the Beneficiary to promptly execute and deliver to the Beneficiary such
additional documents as the Beneficiary may reasonably request to carry out the
intent of this Section.

            Section IV.23. Appraisals. The Beneficiary shall have the right to
require updated appraisals of the Property not more frequently than once every
three (3) years or at any time after the occurrence of an Event of Default,
which appraisals shall be prepared by an appraiser or appraisers designated by
the Beneficiary and shall be in all respects acceptable to the Beneficiary. The
basis of the appraisal calculations shown on such appraisal reports and all
other aspects of the appraisal reports must be satisfactory to the Beneficiary
in all respects. Such appraisal reports shall not be released by the Beneficiary
to the Grantors unless the Grantors have paid all costs for such appraisal
reports. The Grantors shall reimburse the Beneficiary upon demand for all costs
and expenses incurred by the Beneficiary with respect to the preparation and
review of all future appraisals required pursuant to the terms hereof.

            Section IV.24 Handicapped Access.

            (a) The Grantors agree that they will use commercially reasonable
efforts to cause the Property to comply to the extent applicable with the
requirements of the Americans with Disabilities Act of 1990, the Fair Housing
Amendments Act of 1998 (if applicable), all state and local laws and ordinances
related to handicapped access and all rules, regulations, and orders issued
pursuant thereto including, without limitation, the Americans with Disabilities
Act Accessibility Guidelines for Buildings and Facilities (collectively, "Access
Laws").


                                       25
<PAGE>   26
            (b) Each Grantor agrees to give prompt notice to the Beneficiary of
the receipt by such Grantor of any written complaints related to violation of
any Access Laws and of the commencement of any proceedings or investigations
which relate to compliance with applicable Access Laws.

      Article V. Negative Covenants.

            Section V.1. Encumbrances. Without the prior written consent of the
Beneficiary, the Grantors will not cause, other than as permitted in the Related
Leases, the Real Property or the Personalty, or the Leases, Rents and Contracts
of Sale, to become subject to any Encumbrances other than the Permitted
Encumbrances. The Grantors shall give the Beneficiary Notice of any default
under any Lien and Notice of any foreclosure or threat of foreclosure.

            Section V.2. Transfer of the Property. The Grantors will not
Transfer, or contract to Transfer, all or any part of the Leasehold Parcel or
any legal or beneficial interest therein, except for the assignments and
subleases permitted under the Loan Documents.

            Section V.3. [Intentionally Omitted]

            Section V.4. Additional Improvements. The Grantors will not
construct any Improvements other than those presently on the Land, those
described in the Loan Agreement, and those described in the documents evidencing
the BioReliance Loan, without the prior written consent of the Beneficiary which
consent will not be unreasonably withhold. The Grantors will construct and erect
any permitted Improvements (a) strictly in accordance with all applicable Laws
and any private restrictive covenants, (b) entirely on lots or parcels of the
Land, (c) so as not to encroach upon any easement or right of way or upon the
land of others, and (d) wholly within any building restriction lines applicable
to the Land.

            Section V.5. Restrictive Covenants, Zoning, etc. Without the prior
written consent of the Beneficiary in its reasonable discretion, the Grantors
will not initiate, join in, or consent to any change in, any restrictive
covenant, easement, zoning ordinance, or other public or private restrictions,
limiting or defining the uses which may be made of the Property, unless required
by the County. Each Grantor will (a) promptly perform and observe, and cause to
be performed and observed, all of the terms and conditions of all agreements
affecting the Property (including, but not limited to, the Ground Lease), and
(b) do or cause to be done all things necessary to preserve intact and
unimpaired any and all easements, appurtenances and other interests and rights
in favor of, or constituting any portion of, the Property.

            Section V.6. Prohibition on Hazardous Materials Contamination. The
Grantors will not cause, commit, permit or allow to continue any violation of
any Environmental Requirement by any Person on or with respect to the Property.
The Grantors will keep the Property free of all Hazardous Materials
Contamination.


                                       26
<PAGE>   27
      Article VI. Events of Default. The occurrence of any one or more of the
following shall constitute an "Event of Default" under this Deed of Trust:

            Section VI.1. Accuracy of Information; Representations and
Warranties. Any information contained in any financial statement, schedule,
report or any other material document delivered by any Grantor or any other
party or parties on behalf of any Grantor to the Beneficiary in connection with
the Loan proves at any time to be not in all material respects true and
accurate, as of the time made or any Grantor or any such other party or parties
shall have failed to state any material fact or any fact necessary to make such
information not misleading, or any representation or warranty contained in this
Deed of Trust, including, but not limited to the representations set forth in
Section 3.17 of this Deed of Trust, or in any other material document,
certificate or opinion delivered by any Grantor to the Beneficiary in connection
with the Loan, proves at any time to be incorrect or misleading in any material
respect as of the time made.

            Section VI.2. Payment Obligations. The Grantors fail to promptly pay
any of the Obligations when and as due and payable, and such failure remains
uncured for five (5) days after written notice thereof (a "Monetary Default").

            Section VI.3. Transfer of the Property; Encumbrances. The Grantors
knowingly violates the provisions of Section 5.01 or 5.02, or the Grantors
otherwise violate the provisions of Section 5.01 or 5.02 and such failure
remains uncured for thirty (30) days after written notice thereof, unless (a)
the nature of the failure is such that it cannot be cured within the thirty (30)
day period, (b) the Grantors institute corrective action within the thirty (30)
day period, and (c) the Grantors complete the cure within a period of an
additional sixty (60) days.

            Section VI.4. Insurance Obligations. The Grantors fail to promptly
perform or comply with any of the terms and conditions set forth in Section 4.02
and such failure remains uncured for thirty (30) days after written notice
thereof, provided, however, that no such cure period shall be required if at any
time any such insurance would lapse or terminate.

            Section VI.5. Other Obligations. The Grantors fail to promptly
perform or comply with any of the Obligations (other than those expressly
described in other Sections of this Article VI), and such failure continues
uncured for a period of thirty (30) days after Notice from the Beneficiary to
the Grantors, unless (a) the nature of the failure is such that it cannot be
cured within the thirty (30) day period, (b) the Grantors institute corrective
action within the thirty (30) day period, and (c) the Grantors complete the cure
within a period of an additional sixty (60) days.

            Section VI.6. Event of Default Under Other Loan Documents. An Event
of Default (as defined therein) occurs under any of the Loan Documents other
than this Deed of Trust.


            Section VI.7. Change in Zoning or Public Restriction. Any change in
any zoning ordinance or regulation or any other public restriction is enacted,
adopted or implemented, that limits


                                       27
<PAGE>   28
or defines the uses which may be made of the Property such that the present or
intended use of the Property, as specified in the Loan Documents, would be in
violation of such zoning ordinance or regulation or public restriction, as
changed, unless such use is permitted under a "grandfather" provision.

            Section VI.8. Default Under Other Lien Documents. A default occurs
under any other mortgage, deed of trust or security agreement covering all or
any portion of the Property, including, without limitation, any Permitted
Encumbrances, and such default remains uncured beyond any applicable grace or
cure period.

            Section VI.9. Voluntary Bankruptcy, etc. Any Grantor applies for, or
consents in writing to, the appointment of a receiver, trustee or liquidator of
such Grantor or of the Property or of all or substantially all of any Grantor's
other assets, or (b) files a voluntary petition in bankruptcy or admits in
writing its inability to pay its debts as they become due, or (c) makes a
general assignment for the benefit of creditors, or (d) files a petition or an
answer seeking a reorganization (other than a reorganization not involving the
liabilities of any Grantor) or an arrangement with creditors or takes advantage
of any bankruptcy or insolvency law, or (e) files an answer admitting the
material allegations of a petition filed against any Grantor in any bankruptcy,
reorganization or insolvency proceeding.

            Section VI.10. Involuntary Bankruptcy, etc. An order, judgment or
decree is entered by any court of competent jurisdiction on the application of a
creditor adjudicating any Grantor as bankrupt or insolvent, or appointing a
receiver, trustee or liquidator of any Grantor or of the Property, or of all or
substantially all of any Grantor's other assets, and such order, judgment or
decree continues unstayed and in effect for a period of ninety (90) days from
the date entered.

            Section VI.11. Execution; Attachment. Any execution or attachment is
levied against the Property, and such execution or attachment is not set aside,
discharged or stayed within sixty (60) days after the same is levied.

            Section VI.12. Judgment. Unless adequately covered by insurance in
the opinion of the Beneficiary, the entry of a final judgment for the payment of
money involving more than $5,000,000 against any Grantor and the failure by such
Grantor to pay or discharge the same, or cause it to be discharged, or bonded
off to the Beneficiary's satisfaction, within thirty (30) days from the date of
the order, decree or process under which or pursuant to which such judgment was
entered.

            Section VI.13. Change in Business Status. Unless the written consent
of the Beneficiary is previously obtained, the sale of all or substantially all
of the business assets of the Borrower, or the commencement of any proceeding to
dissolve or liquidate any Grantor, or the occurrence of any change in the form
of business entity through which the Borrower presently conducts its business,
or any change to the operating agreement of the Borrower.


                                       28
<PAGE>   29
            Section VI.14. Default Under Other Indebtedness. Any Grantor fails
to pay any indebtedness of such Grantor in excess of $5,000,000 (other than the
Loan but including the BioReliance Loan) when and as due and payable (whether by
acceleration or otherwise), and such default remains uncured beyond any
applicable grace or cure period.

            Section VI.15. Ground Lease. The Corporate Guarantor fails to
promptly perform or comply with the terms and conditions of Section 4.20(b), (d)
or (g) beyond any applicable grace or cure period, if any, for performance under
the Ground Lease, or the Ground Lease is terminated, canceled or in any way
modified without the prior written consent of the Beneficiary, unless such
termination is by virtue of the Corporate Guarantor's exercise of its purchase
option thereunder.

            Section VI.16. Sub-Lease. The Borrower fails to promptly perform or
comply with any of the terms and conditions of Section 4.21(b), (d) or (g)
beyond any applicable grace or cure period, if any, for performance under the
Sub-Lease, or the Sub-Lease is terminated, canceled or in any way modified
without the prior written consent of the Beneficiary.

            Section VI.17. Dissolution of the Borrower. Without the
Beneficiary's prior express written consent thereto, (a) the Borrower is
dissolved either pursuant to the provisions of its operating agreement, by
operation of law, or in any other manner, voluntarily or otherwise; (b) the
operating agreement of the Borrower is terminated pursuant to any of its
provisions or by operation of law, or amended or modified in any manner; or (c)
if the Borrower fails to comply with any of the terms and conditions set forth
in Section 3.17.

      Article VII. Rights and Remedies. Upon the occurrence of any Event of
Default, the Beneficiary, or the Trustees at the direction of the Beneficiary,
may at any time thereafter exercise any of the following rights, powers or
remedies:

            Section VII.1. Acceleration. The Beneficiary may declare (without
further Notice to the Grantors and without presentment, demand, protest or
notice of protest or of dishonor, all of which the Grantors hereby waive) the
Obligations to be immediately due and payable.

            Section VII.2. Foreclosure. The Trustees may take possession of and
sell the Property, or any part thereof requested by the Beneficiary to be sold,
and in connection therewith the Grantors hereby (a) assent to the passage of a
decree for the sale of the Property by the equity court having jurisdiction, and
(b) authorize and empower the Trustees to take possession of and sell (or in
case of the default of any purchaser to resell) the Property, or any part
thereof, all in accordance with the Laws or rules of court relating to deeds of
trust, including any amendments thereof, or additions thereto, which do not
materially change or impair the remedy. In connection with any foreclosure, the
Beneficiary and/or the Trustees may (a) procure such title reports, surveys, tax
histories and appraisals as they deem necessary, and (b) make such repairs and
Additions to the Property as they deem advisable, all of which shall constitute
Expenses. In case of any sale under this Deed of Trust, by virtue of judicial
proceedings or otherwise, the Grantor's interest in the Property may be sold as
an entirety or in parcels, by one sale or by several sales, as may be deemed


                                       29
<PAGE>   30
by the Trustees to be appropriate and without regard to any right of the
Grantors or any other Person to the marshaling of assets. Any sale hereunder may
be made at public auction, at such time or times, at such place or places, and
upon such terms and conditions and after such previous public notice as the
Trustees shall deem appropriate and advantageous and as required by Law. Upon
the terms of such sale being complied with, the Trustees shall convey to, and at
the cost of, the purchaser or purchasers the interests of the Grantors in the
Property so sold, free and discharged of and from all estate, title or interest
of the Grantors, at law or in equity (including, but not limited to any rights
under the Sub-Lease and/or the Facility Lease to occupy the Property), such
purchaser or purchasers being hereby discharged from all liability to see to the
application of the purchase money, and such purchaser or purchasers having the
right to terminate the Sub-Lease and/or the Facility Lease. The proceeds of such
sale or sales under this Deed of Trust, whether under the assent to a decree,
the power of sale, or by equitable foreclosure, shall be held by the Trustees
and applied as follows: First, to pay (a) all Expenses incurred in connection
with such sale or in preparing the Property for such sale including, among other
things, a counsel fee of $5,000 to the attorneys representing the Beneficiary
and the Trustees for conducting the proceedings if without contest, but if legal
services be rendered to the Trustees and the Beneficiary in connection with any
contested matter in the proceedings, then such other counsel fees shall be
allowed and paid out of the proceeds of such sale or sales as the court having
jurisdiction may deem proper, and (b) a trustees' commission equal to the
commission allowed trustees for making sales of property under decrees of the
equity court having jurisdiction; Second, to pay all of the Obligations and all
interest then due and accrued thereon, which shall include interest through the
date of ratification of the auditor's account; and lastly, to pay the surplus,
if any, to the Grantors or any Person entitled thereto upon surrender and
delivery to the purchaser or purchasers of the Property, and less the Expenses,
if any, of obtaining possession. Immediately upon the filing of any foreclosure
under this Deed of Trust, there shall also become due and owing by the Grantors
a commission on the total amount of the Obligations then due equal to one-half
of the percentage allowed as commission to trustees making sales under orders or
decrees of the equity court having jurisdiction, and no Person shall be required
to receive only the aggregate amount of the Obligations to the date of payment
unless the same is accompanied by a tender of such commission.

            Section VII.3. Taking Possession or Control of the Property. As a
matter of right without regard to the adequacy of the security, and to the
extent permitted by law without Notice to the Grantors, the Beneficiary shall be
entitled, upon application to a court of competent jurisdiction, to the
immediate appointment of a receiver for all or any part of the Property and the
Rents, whether such receivership be incidental to a proposed sale of the
Property or otherwise, and the Grantors hereby consent to the appointment of
such a receiver. In addition, to the extent permitted by Law, and with or
without the appointment of a receiver, or an application therefor, the
Beneficiary may (a) enter upon, and take possession of (and the Grantors shall
surrender actual possession of), the Property or any part thereof, without
Notice to the Grantors and without bringing any legal action or proceeding, or,
if necessary by force, legal proceedings, ejectment or otherwise, and (b) remove
and exclude the Grantors and their agents and employees therefrom, other than
subtenants of the Affiliate who have received written non-disturbance agreements
from the Beneficiary.


                                       30
<PAGE>   31
            Section VII.4. Management of the Property. Upon obtaining possession
of the Property or upon the appointment of a receiver as described in Section
7.03, the Beneficiary, the Trustees or the receiver, as the case may be, may, at
their sole option, (a) make all necessary or proper repairs and Additions to or
upon the Property, (b) operate, maintain, control, make secure and preserve the
Property, (c) receive all Rents, and (d) complete the construction of any
unfinished Improvements on the Property and, in connection therewith, continue
any and all outstanding contracts for the erection and completion of such
Improvements and make and enter into any further contracts which may be
necessary, either in their or its own name or in the name of any Grantor (the
cost of completing the Improvements shall be Expenses secured by this Deed of
Trust and accrue interest as set forth in Section 4.17). In so doing, the
Beneficiary, the Trustees or such receiver shall have the right to manage the
Property and may exercise all of the rights and powers of each Grantor with
respect to the Property, either in the name of each Grantor, or otherwise,
including, but without limiting the generality of the foregoing, the right to
lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of
the Property and to carry on any contracts entered into by any Grantor with
respect to the Property. The Beneficiary, the Trustees or such receiver shall be
under no liability for, or by reason of, any such taking of possession, entry,
holding, removal, maintaining, operation or management, except for gross
negligence or willful misconduct. Any Rents received shall be applied (a) first,
to pay all Expenses, and (b) the balance, if any, to payment of the other
Obligations. The Grantors shall pay on demand to the Beneficiary, the receiver
or the Trustees (as the case may be) the amount of any deficiency between (a)
the Rents received by the Beneficiary, the receiver or the Trustees, and (b) all
Expenses incurred together with interest thereon at the Reimbursement Rate as
provided in Section 4.17. The exercise of the remedies provided in this Section
shall not cure or waive any Event of Default, and the enforcement of such
remedies, once commenced, shall continue for so long as the Beneficiary shall
elect, notwithstanding the fact that the exercise of such remedies may have, for
a time, cured the original Event of Default.

            Section VII.5. Uniform Commercial Code. The Beneficiary may proceed
under the Uniform Commercial Code of the State as to all or any part of the
Personalty, and in conjunction therewith may exercise all of the rights,
remedies and powers of a secured creditor under the Uniform Commercial Code of
the State. Upon the occurrence of any Event of Default, the Grantors shall
assemble all of the Equipment and make the same available within the
Improvements. Any notification required by Section 9-504 of the Uniform
Commercial Code of the State shall be deemed reasonably and properly given if
sent in accordance with the Notice provision of this Deed of Trust at least ten
(10) days before any sale or other disposition of the Personalty. Disposition of
the Personalty shall be deemed commercially reasonable if made pursuant to a
public sale advertised at least twice in a newspaper of general circulation in
the community where the Property is located. Proceeds from any such sale shall
be applied as follows: (a) first, to pay all Expenses incurred in connection
with the sale, and (b) the balance, if any, to payment of the other Obligations.

            Section VII.6. Other Remedies. The Beneficiary shall have the right
from time to time to enforce any legal or equitable remedy against each Grantor
and to sue each Grantor for any sums (whether interest, damages for failure to
pay principal or any installments thereof, taxes, or any other sums required to
be paid under the terms of this Deed of Trust, as the same become due),


                                       31
<PAGE>   32
without regard to whether or not any other of the Obligations shall be due, and
without prejudice to the right of the Beneficiary thereafter to enforce any
appropriate remedy against any Grantor, including, without limitation, an action
of foreclosure or an action for specific performance, for an Event of Default by
the Grantors existing at the time such earlier action was commenced.


            Section VII.7. Remedies, etc. Cumulative. Each right, power and
remedy of the Beneficiary or the Trustees as provided for in this Deed of Trust,
or in any of the other Loan Documents or now or hereafter existing by Law, shall
be cumulative and concurrent and shall be in addition to every other right,
power or remedy provided for in this Deed of Trust, or in any of the other Loan
Documents or now or hereafter existing by Law, and the exercise or beginning of
the exercise by the Beneficiary or the Trustees of any one or more of such
rights, powers or remedies shall not preclude the simultaneous or later exercise
by the Beneficiary or the Trustees of any or all such other rights, powers or
remedies.

            Section VII.8. No Waiver by Beneficiary. No course of dealing or
conduct between the Beneficiary, the Trustees and the Grantors shall be
effective to amend, modify or change any provisions of this Deed of Trust or the
other Loan Documents. No failure or delay by the Beneficiary or the Trustees to
insist upon the strict performance of any term, covenant or agreement of this
Deed of Trust or of any of the other Loan Documents, or to exercise any right,
power or remedy consequent upon a breach thereof, shall constitute a waiver of
any such term, covenant or agreement or of any such breach, or preclude the
Beneficiary or the Trustees from exercising any such right, power or remedy at
any later time or times. By accepting payment after the due date of any of the
Obligations, the Beneficiary or the Trustees shall not be deemed to waive the
right either to require prompt payment when due of all other Obligations, or to
declare an Event of Default for failure to make prompt payment of any such other
Obligations. Neither the Grantors nor any other Person now or hereafter
obligated for the payment of the whole or any part of the Obligations shall be
relieved of such liability by reason of (a) the failure of the Beneficiary to
comply with any request of the Grantors or of any other Person to take action to
foreclose this Deed of Trust or otherwise enforce any of the provisions of this
Deed of Trust, or (b) any agreement or stipulation between any subsequent owner
or owners of the Property and the Beneficiary, or (c) the Beneficiary extending
the time of payment or modifying the terms of this Deed of Trust or any of the
other Loan Documents without first having obtained the consent of the Grantors
or such other Person. Regardless of consideration, and without the necessity for
any notice to or consent by the holder of any subordinate Lien on the Property,
the Beneficiary may release any Person at any time liable for any of the
Obligations or any part of the security for the Obligations, and may extend the
time of payment or otherwise modify the terms of this Deed of Trust or any of
the other Loan Documents without in any way impairing or affecting the Lien of
this Deed of Trust or the priority of this Deed of Trust over any subordinate
Lien. The holder of any subordinate Lien shall have no right to terminate any
Lease regardless of whether or not such Lease is subordinate to this Deed of
Trust. The Beneficiary may resort to the security or collateral described in
this Deed of Trust or any of the other Loan Documents in such order and manner
as the Beneficiary may elect in its sole discretion.


                                       32
<PAGE>   33
            Section VII.9. Waivers and Agreements Regarding Remedies. To the
full extent the Grantors may do so, the Grantors hereby:

                  (a     agree that they will not at any time plead, claim or
take advantage of any Laws now or hereafter in force providing for any
appraisement, valuation, stay, extension or redemption, and waives and releases
all rights of redemption, valuation, appraisement, stay of execution, extension
and notice of election to accelerate the Obligations;

                  (b     waive all rights to a marshaling of the assets of the
Grantors, including without limitation, the Property, or to a sale in the
inverse order of alienation in the event of a foreclosure of the Property, and
agrees not to assert any right under any Law pertaining to the marshaling of
assets, the sale in inverse order of alienation, the exemption of homestead, the
administration of estates of decedents, or other matters whatsoever to defeat,
reduce or affect the right of the Beneficiary under the terms of this Deed of
Trust to a sale of the Property without any prior or different resort for
collection, or the right of the Beneficiary to the payment of the Obligations
out of the proceeds of sale of the Property in preference to every other
claimant whatsoever;

                  (c     waive any right to bring or utilize any defense,
counterclaim or set off, other than one which denies the existence or
sufficiency of the facts upon which any foreclosure action is grounded. If any
defense, counterclaim or set off, other than one permitted by the preceding
clause, is timely raised in a foreclosure action, such defense, counterclaim or
set off shall be dismissed. If such defense, counterclaim or set off is based on
a Claim which could be tried in an action for money damages, such Claim may be
brought in a separate action which shall not thereafter be consolidated with the
foreclosure action. The bringing of such separate action for money damages shall
not be deemed to afford any grounds for staying the foreclosure action; and

                  (d     waive and relinquish any and all rights and remedies
which any Grantor may have or be able to assert by reason of the provisions of
any Laws pertaining to the rights and remedies of sureties.

      Article VIII. The Trustees.

            Section VIII.1. Liability of the Trustees. The Trustees shall have
no liability or responsibility for, and make no warranties in connection with,
the validity or enforceability of any of the Loan Documents or the description,
value or status of title to the Property. The Trustees shall be protected in
acting upon any notice, request, consent, demand, statement, note or other paper
or document believed by them to be genuine and to have been signed by the party
or parties purporting to sign the same. The Trustees shall not be liable for any
error of judgment, nor for any act done or step taken or omitted, nor for any
mistakes of law or fact, nor for anything which the Trustees may do or refrain
from doing in good faith, nor generally shall the Trustees have any
accountability hereunder except for willful misconduct or gross negligence. The
powers and duties of the Trustees hereunder may be exercised through such
attorneys, agents or servants as they may appoint, and the


                                       33
<PAGE>   34
Trustees shall have no liability or responsibility for any act, failure to act,
negligence or willful conduct of such attorney, agent or servant, so long as
they were selected with reasonable care. In addition, the Trustees may consult
with legal counsel selected by them and the Trustees shall have no liability or
responsibility by reason of any act or failure to act in accordance with the
opinions of such counsel. The Trustees may act hereunder and may sell or
otherwise dispose of the Property or any part thereof as herein provided,
although the Trustees have been, may now be or may hereafter be, attorneys,
officers, agents or employees of the Beneficiary, in respect of any matter of
business whatsoever. The Trustees, however, shall have no obligation to sell all
or any part of the Property following an Event of Default or to take any other
action authorized to be taken by them hereunder except upon the demand of the
Beneficiary.


            Section VIII.2. Substitution of Trustees, etc. The Beneficiary shall
have, and is hereby granted with warranty of further assurances, the irrevocable
power to appoint a new or replacement or substitute Trustee or Trustees. Such
power may be exercised at any time without notice, without cause and without
specifying any reason therefor, by filing for record in the office where this
Deed of Trust is recorded a Deed of Appointment. The power of appointment of a
successor Trustee or Trustees may be exercised as often as and whenever the
Beneficiary may choose, and the exercise of the power of appointment, no matter
how often, shall not be an exhaustion thereof. Upon the recordation of such Deed
or Deeds of Appointment, the Trustee or Trustees so appointed shall thereupon,
without any further act or deed of conveyance, become fully vested with
identically the same title and estate in and to the Property and with all the
rights, powers, trusts and duties of their, his or its predecessor in the trust
hereunder with like effect as if originally named as Trustees or as one of the
Trustees hereunder. Whenever in this Deed of Trust reference is made to the
Trustees, it shall be construed to mean the Trustee or Trustees for the time
being, whether original or successors or successor in trust. All title, estate,
rights, powers, trusts and duties hereunder given or appertaining to or
devolving upon the Trustees shall be in each of the Trustees so that any action
hereunder or purporting to be hereunder of any one of the original or any
successor Trustees shall for all purposes be considered to be, and as effective
as, the action of all the Trustees.

      Article IX. Miscellaneous.

            Section IX.1. Application of Moneys. Whenever it is provided in this
Deed of Trust for any moneys to be applied to payment of the Obligations, and no
express order of payment is set forth, such moneys shall be applied to the
Obligations in such order and manner as the Beneficiary may determine in its
sole discretion.

            Section IX.2. Further Assurances. At any time, and from time to
time, upon request by the Beneficiary, the Grantors will, at the Grantors'
expense, (a) correct any defect, error or omission which may be discovered in
the form or content of any of the Loan Documents, and (b) make, execute, deliver
and record, or cause to be made, executed, delivered and recorded, any and all
further instruments, certificates, and other documents as may, in the opinion of
the Beneficiary, be necessary or desirable in order to complete, perfect or
continue and preserve the Lien of this Deed of Trust consistent with the intent
of the Loan Documents. With respect to any financing statement,


                                       34
<PAGE>   35
the Grantors agree that a carbon, photographic or other reproduction of a
security agreement or a financing statement is sufficient as a financing
statement for purposes of Section 9-402 of the Uniform Commercial Code of the
State.


            Section IX.3. Notices. All Notices shall be deemed to have been
received when delivered by hand, when delivered by an overnight courier, or
three (3) Banking Days after being deposited in the mail in the manner provided
for in the definition of Notices in Article I above.

            Section IX.4. Successors and Assigns. All of the grants, covenants,
terms, provisions and conditions of this Deed of Trust shall run with the Land
and shall apply to and bind the successors and assigns of the Grantors
(including any permitted subsequent owner of the Property), and inure to the
benefit of the Beneficiary, its successors and assigns and to the successors in
trust of the Trustees.

            Section IX.5. No Warranty by Beneficiary or Trustees. By inspecting
the Property or by accepting or approving anything required to be observed,
performed or fulfilled by the Grantors or to be given to the Beneficiary or the
Trustees pursuant to this Deed of Trust or any of the other Loan Documents, the
Beneficiary and the Trustees shall not be deemed to have warranted or
represented the condition, sufficiency, legality, effectiveness or legal effect
of the same, and such acceptance or approval shall not constitute any warranty
or representation with respect thereto by the Beneficiary or the Trustees.

            Section IX.6. Amendments. This Deed of Trust may not be modified or
amended except by an agreement in writing, signed by the party against whom
enforcement of the change is sought.

            Section IX.7. Illegality. If fulfillment of any provision of this
Deed of Trust or any transaction related hereto shall at any time involve
transcending the limit of validity prescribed by Law, then ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity; and
if any clause or provision herein contained, other than the provisions requiring
the Grantors to pay the Obligations, operates or would prospectively operate to
invalidate this Deed of Trust in whole or in part, then such clause or provision
only shall be void, as though not herein contained, and the remainder of this
Deed of Trust shall remain operative and in full force and effect; and if such
clause or provision requires the Grantors to pay any of the Obligations, then at
the sole option of the Beneficiary, all of the Obligations shall become due and
payable.

            Section IX.8. Subdivision of Real Property and Partial Release. The
Corporate Guarantor and the Beneficiary agree that the Corporate Guarantor shall
have the right, subject to the provisions of this Section, to subdivide the Real
Property into two parcels, one of which will contain the Leasehold Real Property
and the other will contain the remainder of the Real Property (such parcel being
called the "New Parcel"). Subject to the provisions of this Section, the
Beneficiary agrees to execute and deliver to the Corporate Guarantor, at the
Corporate Guarantor's expense, such documents and instruments as may be
reasonably required to subdivide the Real Property. After


                                       35
<PAGE>   36
such subdivision, the Beneficiary agrees to instruct the Trustees, without
expense to the Beneficiary, to release the New Parcel from the lien of this Deed
of Trust, provided that at the time of such release: (a) no Event of Default has
occurred and is continuing under any of the Loan Documents, and (b) the current
principal balance of the Loan, plus any amount then remaining to be advanced
under the Loan Agreement does not exceed ninety percent (90%) of the current
value of the Leasehold Real Property, as determined by the Beneficiary (such
amount being called the "Loan to Value Ratio").


            Section IX.9. Governing Law. This Deed of Trust is being executed
and delivered in the State and shall be construed, governed and enforced in
accordance with the Laws in effect from time to time in the State.




                     [Remainder of Page Intentionally Blank]


                                       36
<PAGE>   37
      IN WITNESS WHEREOF, the Grantors have caused this Deed of Trust to be
executed under seal as of the day and year first written above.

WITNESS/ATTEST:                     BPG INDUSTRIAL PARTNERS II, LLC


______________________________      By:____________________________(SEAL)
                                       Name:
                                       Title:


                                       37
<PAGE>   38
WITNESS/ATTEST:                     BIORELIANCE CORPORATION



______________________________      By:____________________________(SEAL)
                                       Name:
                                       Title:


                                       38
<PAGE>   39
WITNESS/ATTEST:                     MAGENTA CORPORATION



______________________________      By:____________________________(SEAL)
                                       Name:
                                       Title:


                                       39
<PAGE>   40
STATE OF MARYLAND, __________ OF __________, TO WIT:


      I HEREBY CERTIFY, that on this ____ day of April, 1998, before me, the
undersigned Notary Public of said State, personally appeared
_____________________, who acknowledged himself/herself to be a member of BPG
INDUSTRIAL PARTNERS II, LLC, a limited liability company, know to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument, and acknowledged that he/she executed the same for the purposes
therein contained as the duly authorized member of said limited liability
company by signing the name of the limited liability company by himself/herself
as member.

      WITNESS my hand and Notarial Seal.

                                          _________________________________
                                                    Notary Public

My Commission Expires:


                                       40
<PAGE>   41
STATE OF MARYLAND, __________ OF __________, TO WIT:


      I HEREBY CERTIFY, that on this ____ day of April, 1998, before me, the
undersigned Notary Public of said State, personally appeared
_____________________, who acknowledged himself/herself to be a _____________ of
BIORELIANCE CORPORATION, a corporation, known to me (or satisfactorily proven)
to be the person whose name is subscribed to the within instrument, and
acknowledged that he/she executed the same for the purposes therein contained as
the duly authorized ____________ of said corporation by signing the name of the
corporation by himself/herself as ________________.

      WITNESS my hand and Notarial Seal.

                                          _________________________________
                                                    Notary Public

My Commission Expires:


                                       41
<PAGE>   42
STATE OF MARYLAND, __________ OF __________, TO WIT:


      I HEREBY CERTIFY, that on this ____ day of April, 1998, before me, the
undersigned Notary Public of said State, personally appeared
_____________________, who acknowledged himself/herself to be a _____________ of
MAGENTA CORPORATION_______________, a corporation, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument, and acknowledged that he/she executed the same for the purposes
therein contained as the duly authorized ____________ of said corporation by
signing the name of the corporation by himself/herself as ________________.

      WITNESS my hand and Notarial Seal.

                                          _________________________________
                                                    Notary Public

My Commission Expires:


                                       42
<PAGE>   43
      THE UNDERSIGNED, a member in good standing of the Bar of the Court of
Appeals of Maryland, hereby certifies that the within instrument was prepared by
him.


                                          _____________________________
                                          Richard M. Pollak


                                       43
<PAGE>   44
                                                                       EXHIBIT A



                              PROPERTY DESCRIPTION

      ALL that tract or parcel of land located in the ____________ Election
District, County of Montgomery, State of Maryland, and more particularly
described as follows: